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First Service Holding Limited AGM Information 2007

Apr 30, 2007

50373_rns_2007-04-30_ddba484f-5f3f-44c4-ac39-c8b78e290324.pdf

AGM Information

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MAN YUE INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 894)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Man Yue International Holdings Limited (the “Company”) will be held at Salon III, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Wednesday, 23 May 2007 at 2:30 p.m. for the following purposes:

  1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 December 2006;

  2. To declare a final dividend of HK3.5 cents per share for the year ended 31 December 2006;

  3. To re-elect Mr. Chan Ho Sing as Executive Director and Chairman;

  4. To re-elect Mr. Mar, Selwyn as Independent Non-Executive Director;

  5. To authorise the board of directors to fix the remuneration of the directors of the Company;

  6. To re-appoint Messrs. Ernst & Young as auditors and authorise the board of directors to fix their remuneration; and

  7. As special business to consider, and if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

(A) “ THAT :

  • (i) subject to paragraph (A)(iii) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“the Listing Rules”), the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

  • (ii) the approval in paragraph (A)(i) above shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

  • (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (A)(i) above, otherwise than pursuant to (a) a Rights Issue (as defined below), (b) the exercise of options granted under the share option scheme(s) of the Company or (c) any scrip dividend scheme or similar arrangements, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution and the authority pursuant to paragraph A(i) above shall be limited accordingly; and

  • (iv) for the purposes of this resolution:

    • “Relevant Period” means the period from the time of passing of this resolution until whichever is the earliest of:

    • (a) the conclusion of the next annual general meeting of the Company;

    • (b) the expiration of the period within which the next annual general meeting of the Company is required by Bermuda law or the Company’s Bye-laws to be held; and

    • (c) the time at which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares in the capital of the Company open for a period fixed by the directors of the Company to holders of shares in the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares, subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company.”

(B) “ THAT :

  • (i) subject to paragraph (B)(iii) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase its own issued shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose on the terms and subject to the conditions set out in the Listing Rules or any applicable laws and requirements of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved;

  • (ii) the approval in paragraph (B)(i) above shall be in addition to any other authorisation given to the directors of the Company;

  • (iii) the aggregate nominal amount of the shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (B)(i) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution and the authority pursuant to paragraph (B)(i) above shall be limited accordingly; and

  • (iv) for the purpose of this resolution:

“Relevant Period” means the period from the time of passing of this resolution until whichever is the earliest of:

  • (a) the conclusion of the next annual general meeting of the Company;

  • (b) the expiration of the period within which the next annual general meeting of the Company is required by Bermuda law or the Company’s Bye-laws to be held; and

  • (c) the time at which the authority set out in this resolution is revoked or varied by the shareholders of the Company by way of ordinary resolution in general meeting.”

(C) “ THAT :

“Conditional upon the passing of resolutions numbered 7(A) and 7(B) set out above, the aggregate nominal amount of the number of shares which are repurchased by the Company under the authority granted to the directors of the Company in the said resolution numbered 7(B) shall be added to the aggregate nominal amount of the issued share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the said resolution numbered 7(A) provided that such added amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution.”

By order of the Board Man Yue International Holdings Limited Tso Yan Wing, Alan Company Secretary

Hong Kong, 30 April 2007

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Principal Place: 16th Floor Yiko Industrial Building 10 Ka Yip Street Chai Wan

Hong Kong

As at the date of this notice, the Executive Directors of the Company are Mr. Chan Ho Sing, Mr. Ko Pak On and the Independent Non-Executive Directors are Dr. Li Sau Hung, Eddy, Mr. Lo Kwok Kwei, David and Mr. Mar, Selwyn.

Notes:

  1. Every member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

  2. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof).

  3. The Register of Members of the Company will be closed from Thursday, 17 May 2007 to Wednesday, 23 May 2007, both days inclusive, during which period no transfer of shares will be effected. In order to ascertain the right to receive final dividend or to attend the meeting, all transfers accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Tengis Limited at the above address not later than 4:00 p.m. on Wednesday, 16 May 2007.

  4. A form of proxy for use in connection with the Annual General Meeting is enclosed and such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk).

  • For identification purpose only

Please also refer to the published version of this announcement in The Standard.

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