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Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2011
Apr 8, 2011
49106_rns_2011-04-08_b76605c1-5463-4f25-9dc2-d7190dfd8143.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 announcement, 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 announcement.
SINOCOM SOFTWARE GROUP LIMITED 中訊軟件集團股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 299)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of SinoCom Software Group Limited (the “ Company ”) will be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 27 April 2011 at 10:30 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution. Unless otherwise indicated, capitalised terms defined in the circular of the Company dated 8 April 2011 shall have the same meaning when used in this notice and the following resolution.
ORDINARY RESOLUTION
“ THAT :
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(a) the Subscription Agreement, the Shareholders’ Agreement and the Transaction (including the Subscription, the grant and exercise of the Options) be and are hereby generally and unconditionally approved, confirmed and ratified; and
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(b) the Directors be and are hereby authorised to do all such acts and things (including but not limited to the execution of any documents, instruments and agreements) as they consider necessary or expedient for the purpose of giving effect to the Subscription Agreement, the Shareholders’ Agreement and the Transaction.”
By Order of the Board SinoCom Software Group Limited Wang Zhiqiang Chairman
Hong Kong, 8 April 2011
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Registered Office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies
Principal place of business in Hong Kong: Unit 1601 16/F Shui On Centre 6-8 Harbour Road Wanchai Hong Kong
Notes:
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(1) A shareholder entitled to attend and vote at the meeting is entitled to appoint a person or if he is the holder of two or more shares, more than one person as his proxy or proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
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(2) Where there are joint registered holders of any share of the Company, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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(3) 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 certified copy of such power of attorney or authority, must be deposited at Tricor Investor Services Limited, the branch share registrar of the Company in Hong Kong, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid.
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(4) The completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting or any adjourned meeting, and in such event the instrument appointing a proxy shall be deemed to be revoked.
As at the date of this announcement, the executive Directors are Mr. Wang Zhiqiang, Mr. Wang Xubing, Dr. Shi Chongming, Mr. Siu Kwok Leung; the non-executive Director is Mr. Wang Nengguang; and the independent non-executive Directors are Mr. Pang Chor Fu, Professor Liang Neng and Mr. Lee Kit Wah.
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