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Fibocom Wireless Inc. Proxy Solicitation & Information Statement 2008

Nov 6, 2008

49358_rns_2008-11-06_86454bec-52d4-4657-bf81-6114a4c678a0.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability)

(Stock Code: 346)

NOTICE OF SGM

NOTICE IS HEREBY GIVEN that a special general meeting (the “SGM”) of Sino Union Petroleum & Chemical International Limited (the “Company”) will be held at 10:00 a.m. on 24 November 2008 at Units 10-12, 19th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong for the purpose of transacting the following business:

ORDINARY RESOLUTION

THAT :

  • (a) the sale and purchase agreement dated 5 September 2008 (a copy of which marked “A” has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) made between Right Up Holdings Limited (the “Vendor”) and the Company (the “Agreement”) in relation to the acquisition of the entire equity interest in Double High Group Limited, details of which are set out in the circular of the Company dated 7 November 2008, and all transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

  • (b) the Directors be and are hereby authorized to allot and issue 320,000,000 new shares of HK$0.02 each in the share capital of the Company (“Consideration Shares”) credited as fully paid at an issue price of HK$1.25 per Consideration Share to the Vendor upon completion of the Agreement and that the Consideration Shares shall, when allotted and issued, rank pari passu in all respects with all other shares of HK$0.02 each in the share capital of the Company in issue at the date of such allotment and issue; and

  • (c) any one or more of the directors of the Company be and is or are hereby authorized on behalf of the Company to sign, seal, execute, perfect and deliver supplemental agreements, deeds or such other documents and do all such acts, matters and things as he or they may in his or their discretion consider necessary or desirable for the purpose of or in connection with effecting and implementing the Agreement and completing the transactions contemplated by the Agreement with

  • For identification purpose only

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such changes including but not limited to change of the date for completion of the transactions as any such director(s) may consider necessary, desirable or expedient.”

By order of the Board Sino Union Petroleum & Chemical International Limited Chui Say Hoe Executive Director

Hong Kong, 7 November 2008

Notes:

  1. A member entitled to attend and vote at the SGM is entitled to appoint one or more proxies to attend and, on a poll vote, vote on his behalf. A proxy need not be a member of the Company.

  2. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the Company’s branch share registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the SGM or any adjourned meeting thereof should he so wishes.

  3. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholdings.

  4. As at the date hereof, the board of directors of the Company comprises six executive directors, namely Dr. Wang Tao, Dr. Hui Chi Ming, Mr. Cheung Shing, Dr. Chui Say Hoe, Dr. Ching Men Ky Carl and Mr. Cui Yeng Xu; two non-executive directors, namely Dr. Fok Chun Wan Ian and Mr. Chow Charn Ki Kenneth; and three independent non-executive directors, namely Dr. Yu Sun Say, Mr. Ng Wing Ka and Mr. Edmund Siu.

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