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GBA Holdings Limited Proxy Solicitation & Information Statement 2006

Jan 18, 2006

49077_rns_2006-01-18_04bad016-4eaa-42d0-8a04-9be94d1736ca.pdf

Proxy Solicitation & Information Statement

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IN THE SUPREME COURT OF BERMUDA CIVIL JURISDICTION

2006: NO. 5

IN THE MATTER OF CCT TECH INTERNATIONAL LIMITED

(Stock Code: 261)

AND

IN THE MATTER OF SECTION 99 OF THE COMPANIES ACT 1981

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that, by an order dated 12 January 2006 (the ‘‘Order’’) made in the above matter, the Supreme Court of Bermuda (the ‘‘Court’’) has directed a meeting of the holders of the Scheme Shares (as defined in the Scheme of Arrangement hereinafter mentioned) to be convened, for the purpose of considering and, if thought fit, approving (with or without modification(s)) a Scheme of Arrangement proposed to be made between the above-named company (the ‘‘Company’’) and the holders of the Scheme Shares on the Record Date (as defined in the said Scheme of Arrangement) and that such meeting will be held at 2208, 22nd Floor, St. George’s Building, 2 Ice House Street, Central, Hong Kong on Monday, 13 February 2006 at 10: 00 a.m. at which place and time all the holders of the Scheme Shares are requested to attend.

A copy of a printed scheme document (the ‘‘Scheme Document’’) of which this notice forms a part, containing the said Scheme of Arrangement and the explanatory statement required to be furnished pursuant to section 100 of the Companies Act 1981 together with forms of proxy have been posted to every shareholder having a registered address in the register of members of the Company and additional copies of the Scheme Document, together with forms of proxy, can be obtained by any person entitled to attend the said meeting during usual business hours on any day prior to the day appointed for the said meeting (other than a Saturday afternoon, a Sunday or a statutory holiday) from (i) the principal place of business of the Company in Hong Kong at 2208, 22nd Floor, St. George’s Building, 2 Ice House Street, Central, Hong Kong; and (ii) the office of the branch share registrar and transfer office of the Company in Hong Kong, Tengis Limited, at the 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong.

The said holders of the Scheme Shares may vote in person at the said meeting or they may appoint another person(s) whether member(s) of the Company or not, as their proxies to attend and vote in their stead.

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

It is requested that yellow forms appointing proxies be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tengis Limited, at the 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for the said meeting.

By the Order, the Court has appointed Mr. Tam Ngai Hung, Terry, a director of the Company, or failing him, Mr. Mak Shiu Tong, Clement, also a director of the Company, or failing him, any other person who is a director of the Company as at the date of the Order to act as Chairman of the said meeting and has directed the Chairman to report the result thereof to the Court.

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The said Scheme of Arrangement will be subject to the subsequent approval of the Court and to the satisfaction of the conditions set out in the explanatory statement contained in the Scheme Document. Dated this 18th day of January 2006

CONYERS DILL & PEARMAN Clarendon House 2 Church Street Hamilton HM11 Bermuda Attorneys for the Company

As at the date of this notice, the executive directors of the Company are Mr. Mak Shiu Tong, Clement, Mr. Tam Ngai Hung, Terry, Ms. Cheng Yuk Ching, Flora, Mr. Tong Chi Hoi and Dr. William Donald Putt and the independent nonexecutive directors of the Company are Mr. Chow Siu Ngor, Mr. Lau Ho Kit, Ivan and Mr. Chen Li.

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

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