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Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2015
Dec 4, 2015
49106_rns_2015-12-04_aabaa9d7-1cd5-417f-a3fb-5c5ed98ce505.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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New Sports Group Limited 新 體 育 集 團 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 (‘‘EGM’’) of New Sports Group Limited (the ‘‘Company’’) will be held at 10:30 a.m. on 22 December 2015, at Room 1804, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution:
ORDINARY RESOLUTION
1. ‘‘THAT:
- (a) conditional upon the Stock Exchange having granted the listing of and permission to deal in the Consideration Shares on the Stock Exchange, the grant of the specific mandate (the ‘‘Specific Mandate’’) to the directors of the Company (the ‘‘Directors’’) to exercise the powers of the Company to issue and allot 650,000,000 new shares at completion of the Acquisition in the Company (‘‘Consideration Shares’’) at HK$0.23 per share in settlement of HK$149,500,000 as part of the consideration for the sale and purchase of the entire issued share capital in Kingworld Holdings Limited contemplated under the agreement dated 28 July 2015 entered into between SinoCom Investment Holding Limited, a whollyowned subsidiary of the Company as buyer, and Century Edge International Limited as seller (the ‘‘Acquisition’’) be and is hereby approved; and
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- (b) any Director be and is hereby authorized to take any action and execute such other documents as he consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the issue of the Consideration Shares under the Specific Mandate.’’
By Order of the Board New Sports Group Limited Wang Zhiqiang Zuo Jian Zhong Co-Chairman Co-Chairman
Hong Kong, 4 December 2015
Principal Place of Business in Hong Kong: Registered Office: Unit 2001, 20/F., Lippo Centre Cricket Square Tower 2, No. 89 Queensway Hutchins Drive Admiralty P.O. Box 2681 Hong Kong Grand Cayman KY1-1111 Cayman Islands
As at the date hereof, the executive directors of the Company are Mr. Wang Zhiqiang, Mr. Zuo Jian Zhong, Mr. Tang Yau Sing, Mr. Zhang Zhige and Mr. Liu Wei; and the independent non-executive directors of the Company are Mr. Chui Man Lung Everett, Mr. Han Chu and Mr. Wu Hong.
Notes:
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A shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxy(ies) (if he/she/it is the holder of two or more shares) to attend and on a poll, vote instead of him/ her at the EGM that the appointment shall specify the number and class of shares in respect of which such proxy is so appointed. A proxy need not be a shareholder of the Company.
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In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
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Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
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Where there are joint registered holders of any shares, any one of such joint holders may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of shareholders of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.
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