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Eco-Tek Holdings Limited — Proxy Solicitation & Information Statement 2005
Dec 15, 2005
51308_rns_2005-12-15_17276959-41fd-4837-880c-381f9f1752ad.pdf
Proxy Solicitation & Information Statement
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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ECO-TEK HOLDINGS LIMITED
環康集團有限公司*
(Incorporated in the Cayman Islands with limited liability) (Stock code: 8169)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Eco-Tek Holdings Limited (the “Company”) will be held at Unit 05, 11/F, Westlands Centre, 20 Westlands Road, Quarry Bay, Hong Kong on 30 December 2005, Friday at 10:00 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution:
ORDINARY RESOLUTION
“THAT:-
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(a) the sale and purchase agreement dated 16 November 2005 entered between Mr. Tang Hin Lun (the "Vendor") and Well Spread Investment Limited ("Well Spread"), a wholly-owned subsidiary of the Company in relation to the acquisition of 42.5% shareholding in Asian Way International Limited ("Asian Way") by Well Spread (the "Sale and Purchase Agreement"), a copy of which has been produced to this meeting marked "A" and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved, confirmed and ratified;
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(b) the loan agreement dated 16 November 2005 entered between Asian Way, the Vendor and Well Spread in relation to the granting of RMB60,000,000 (equivalent to HK$57,600,000) facility to Asian Way by Well Spread (the "Loan Agreement"), a copy of which has been produced to this meeting marked "B" and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved, confirmed and ratified;
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(c) the share charge dated 16 November 2005 entered between the Vendor and Well Spread in relation to 3,750 shares of Asian Way (representing 37.5% of the issued share capital of Asian Way) which is legally and beneficially owned by the Vendor, as security for the due and punctual performance by Asian Way of its obligations under the Loan Agreement (the "Share Charge"), a copy of which has been produced to this meeting marked "C" and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved, confirmed and ratified; and
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(d) the directors of the Company be and are hereby authorised to do all things and acts and sign all documents which they may consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the Sale and Purchase Agreement, the Loan Agreement and the Share Charge.”
As at the date of this announcement, the directors of the Company are as follows:
Executive directors:
Dr. Pau Kwok Ping Mr. Shah Tahir Hussain Mr. Han Ka Lun
Non-executive directors:
Dr. Lui Sun Wing Mr. Young Meng Cheung Andrew
Independent Non-executive directors:
Ms. Chan Siu Ping Rosa Mr. Takeuchi Yutaka Professor Ni Jun Ms. Hui Wai Man Shirley
By order of the Board Eco-Tek Holdings Limited Pau Kwok Ping Chairman
Hong Kong, 16 December 2005
Notes:
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Any member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the Company's Share Registrar in Hong Kong, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester
Road, Wanchai, Hong Kong for registration by not less than 48 hours before the time appointed for holding the Extraordinary General Meeting or any adjournment thereof.
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The register of members of the Company will be closed from Wednesday, 28 December 2005 to Friday, 30 December 2005, both days inclusive, during which period no transfer of shares of the Company will be effected. All transfer document accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 23 December 2005.
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Completion and delivery of a form of proxy shall not preclude a member from attending and voting in person at the meeting if the member so desire and in such event, the form of proxy shall be deemed to be revoked.
This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this announcement is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this announcement misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
This announcement will remain on the "Latest Company Announcements" page of the GEM website for 7 days from the date of publication.
* for identification purpose only