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Future World Holdings Limited Proxy Solicitation & Information Statement 2007

Nov 28, 2007

49306_rns_2007-11-28_883b2f27-8fd8-42e0-994c-04136b4d1b94.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability)
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(Stock Code: 572)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Spread Prospects Holdings Limited (“ Company ”) will be held at 11:00 a.m. on Monday, 24 December 2007 at Unit 2603, 26th Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as a/an special/ordinary resolution of the Company:

SPECIAL RESOLUTION

  1. THAT subject to the approval of the Registrar of Companies in the Cayman Islands being obtained, the Company’s name be and is hereby changed from “Spread Prospects Holdings Limited ” to “China Packaging Group Company Limited ” and the directors of the Company be and are hereby authorised generally to do such acts and things and execute all documents or make such arrangements as they may consider necessary or expedient to effect such change of name.”

ORDINARY RESOLUTION

  1. THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the share option scheme adopted by the Company on 2 June 2003 (“ Share Option Scheme ”), representing 10 per cent. of the issued share capital of the Company as at the day on which this resolution is passed, pursuant to Clause 8.2(a) of the Share Option Scheme:

  2. (a) approval be and is hereby granted for refreshing the 10 per cent. mandate under the Share Option Scheme (“ Refreshed Scheme Mandate ”) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as refreshed hereby shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the day on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

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  • (b) the directors of the Company or a duly authorised committee thereof be and they are hereby authorised: (i) at their absolute discretion, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the Share Option Scheme, and (ii) to allot, issue and deal with Shares pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate.”

By order of the Board Spread Prospects Holdings Limited Yang Zongwang Chairman

Hong Kong, 29 November 2007

Head office and principal place of business in Hong Kong:

Unit 2603, 26th Floor Harbour Centre 25 Harbour Road Wanchai Hong Kong

Notes:

  1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting convened by the above notice. A proxy need not be a member of the Company.

  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 that power or authority, at the offices of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

As at the date of this notice, the board of Directors comprises the following members:

Executive Directors Mr. Yang Zongwang Mr. Xue De Fa Mr. Xie Xi Mr. Liu Zhi Qiang Independent non-executive Directors Mr. Tong Hing Wah Mr. Chong Hoi Fung Mr. Ng Wai Man

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