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Glorious Sun Enterprises Limited Proxy Solicitation & Information Statement 2013

Apr 22, 2013

49188_rns_2013-04-22_c0b9a346-82f4-4567-87f9-a05048d9d010.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Shenyin Wanguo (H.K.) Limited (the “Company”) will be held at the Dragon Room, The Hong Kong Bankers Club at 43rd Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong, on Friday, 10 May 2013 at 10:30 a.m. for the purposes of considering and, if thought fit, passing the following resolutions of the Company. Unless otherwise indicated, capitalised terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 23 April 2013 (the “Circular”):

ORDINARY RESOLUTIONS

1. “THAT

  • (a) the 2013 SWSC MOU entered into between SWSC and the Company (a copy of which has been produced to the meeting marked “A” and signed by the Chairman of the meeting for identification purpose) in relation to the SWSC Transactions as more particularly set out in the Circular and all the transactions contemplated thereunder as well as the Annual Caps for the transactions contemplated under the 2013 SWSC MOU for the seven months ending 31 December 2013, each of the two years ending 31 December 2015, and the five months ending 31 May 2016 as shown in the Circular be and are hereby approved; and

  • (b) the Directors be and are hereby authorized to do all acts and execute all documents they consider necessary or expedient in connection with the 2013 SWSC MOU and the transactions contemplated thereunder.

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2. “THAT

  • (a) the 2013 SW Research MOU entered into between SW Research and the Company (a copy of which has been produced to the meeting marked “B” and signed by the Chairman of the meeting for identification purpose) in relation to the SW Research Transactions as more particularly set out in the Circular and all the transactions contemplated thereunder as well as the Annual Caps for the transactions contemplated under the 2013 SW Research MOU for the seven months ending 31 December 2013, each of the two years ending 31 December 2015, and the five months ending 31 May 2016 as shown in the Circular be and are hereby approved; and

  • (b) the Directors be and are hereby authorized to do all acts and execute all documents they consider necessary or expedient in connection with the 2013 SW Research MOU and the transactions contemplated thereunder.

By order of the Board Shenyin Wanguo (H.K.) Limited Wong Che Keung Leslie Company Secretary

Hong Kong, 23 April 2013

As at the date of this notice, the Board comprises 9 Directors, of which Mr. Chu Xiaoming, Mr. Lu Wenqing, Mr. Guo Chun and Mr. Lee Man Chun Tony are the executive Directors, Mr. Chang Pen Tsao and Mr. Zhang Lei are the non-executive Directors, Mr. Ng Wing Hang Patrick, Mr. Kwok Lam Kwong Larry and Mr. Zhuo Fumin are the independent non-executive Directors.

Notes:

  1. The register of members of the Company will be closed from Monday, 6 May 2013 to Friday, 10 May 2013, both days inclusive, during which period no transfers of shares of the Company will be registered. In order to qualify for attending and voting at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Registrars, Tricor Tengis Limited, at 26/F Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration by no later than 4:30 p.m. on Friday, 3 May 2013.

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

  3. 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 the power of attorney or authority, must be deposited at the registered office of the Company at 28th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong not later than 48 hours before the time appointed for the holding of the EGM (or the adjourned meeting as the case may be).

  4. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  5. In the case of joint holders of a share, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such shares as if he/she was solely entitled thereto; and if more than one of such joint holders are present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding

  6. The ordinary resolutions to be considered at the EGM will be decided by poll.

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