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Elife Holdings Limited Proxy Solicitation & Information Statement 2015

May 15, 2015

49047_rns_2015-05-15_59767044-b89c-4d13-9556-b68cc2f24312.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

SINO RESOURCES GROUP LIMITED (carrying on business in Hong Kong as Sino Gp Limited) 神州資源集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Sino Resources Group Limited (the “ Company ”) will be held at Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong, on Tuesday, 2 June 2015, at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without modification, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT:

  • (i) the settlement deed dated 24 April 2015 (the “ Settlement Deed ”) entered into between the Company, Cosimo Borrelli, Chan Ho Yin, Mega Wealth Capital Limited and Webright Limited (collectively, the “ Parties ”) in relation to the settlement of all the legal proceedings between the Parties (a copy of the Settlement Deed marked “A” has been produced to the Meeting and signed by the chairman of the Meeting for the purpose of identification) and all the transactions contemplated thereunder and all other matters of and incidental thereto or in connection therewith be and are hereby approved, ratified and confirmed; and

  • (ii) any one director of the Company and the company secretary be and are hereby authorised for and on behalf of the Company, amongst other matters, to sign, seal, execute, perfect, deliver, do or to authorise signing, executing, perfecting and delivering and doing all such documents, deeds, acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect

  • for identification purpose only

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to and implement the terms of the Settlement Deed and to make and agree such variations of a minor or non-material nature in or to the terms of the Settlement Deed as he/she may in his/her discretion consider to be desirable and in the interests of the Company.”

By Order of the Board Sino Resources Group Limited (carrying on business in Hong Kong as Sino Gp Limited) Geng Ying Chairman

Hong Kong, 15 May 2015

Notes:

  1. A member of the Company entitled to attend and vote at the Meeting will be entitled to appoint one or more proxies to attend and, on a poll, vote in his or her stead. A proxy need not be a member of the Company.

  2. A form of proxy in respect of the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjourned meeting thereof if you so wish. In the event that you attend the Meeting after having lodged the form of proxy, it will be deemed to have been revoked.

  3. 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 of such power or authority, must be deposited at the Company’s share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the Meeting or any adjournment thereof.

  4. Where there are joint holders of any shares of the Company, any one of such joint holders may vote at the Meeting, either personally or by proxy in respect of such shares as if he or she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect of such shares.

  5. The register of members of the Company will be closed from 29 May 2015 to 2 June 2015, during which period no transfer of shares of the Company will be registered. In order for a member to be eligible to attend and vote at the Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 28 May 2015.

As at the date of this announcement, the executive Directors are Ms. Geng Ying, Mr. Gao Feng and Mr. Chiu Sui Keung, the non-executive Director is Mr. Wang Xihua and the independent non-executive Directors are Mr. Cheng Wing Keung Raymond, Mr. Lam Williamson and Mr. Wong Hoi Kuen.

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