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Fulum Group Holdings Limited Proxy Solicitation & Information Statement 2005

Nov 11, 2005

49926_rns_2005-11-11_f01e98de-2223-4d43-b19d-c1ab4233b9bc.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability)

(Stock Code: 621)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of CIG-WH International (Holdings) Limited (the “ Company ”) to be held at 14th Floor, Yau Lee Centre, Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong on Monday, 28 November 2005 at 11:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“THAT:

  • (a) the acquisition agreement (the “ Acquisition Agreement ”, a copy of which has been produced at the Meeting and signed by the chairman of the Meeting for the purpose of identification) dated 14 October 2005 and entered into among Sunny Engineering Limited, a wholly owned subsidiary of the Company, as purchaser, the Company as guarantor and Suen Tat Holdings Limited as vendor, in relation to the sale and purchase of the 800 shares of HK$1.00 each, representing 8% of the entire issued share capital of Wealthy Star Development Limited (“ Wealthy Star ”) and the transactions contemplated thereunder, including but not limited to the provision of several guarantee (the “ Guarantee ”) of up to HK$45,040,000 by the Company as security for the credit facilities to be received by Wealthy Star in relation to the redevelopment of the Sing Tao Building; and

  • (b) the directors of the Company be and are hereby authorised to do all other acts and things and execute all documents which they consider necessary or expedient for the implementation of and giving effect to the Acquisition Agreement and the transactions contemplated thereunder, including but not limited to the provision of the Guarantee.”

By order of the Board CIG-WH International (Holdings) Limited Ng Tat Leung, George Chairman

Hong Kong, 11 November 2005

Registered office: Head office and principal place of business in Hong Kong: Canon’s Court 14th Floor 22 Victoria Street Yau Lee Centre Hamilton HM 12 45 Hoi Yuen Road Bermuda Kwun Tong Kowloon Hong Kong

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Notes:

  1. A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. 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.

  2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, at the office of the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he so wish.

  3. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he 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 the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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

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