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Graphex Group Limited Proxy Solicitation & Information Statement 2014

Aug 21, 2014

50979_rns_2014-08-21_03ca17bb-b0d5-4a94-b86a-a9d8dadf7a9b.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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Earthasia International Holdings Limited 泛亞環境國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6128)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Earthasia International Holdings Limited (the “ Company ”) will be held on Monday, 8 September 2014 at 11:00 a.m. at Kellett Room III, 3/F, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong to consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution of the Company:–

ORDINARY RESOLUTION

THAT:

  1. the Cooperation Agreement (as defined in the circular of the Company dated 21 August 2014), the transactions and the annual caps contemplated thereunder be and are hereby approved and confirmed; and

  2. any directors of the Company be and is hereby authorised to take any step and execute any other documents and to do all such acts or things as they consider necessary, desirable or expedient in connection with the Cooperation Agreement or any of the transactions contemplated thereunder.”

Yours faithfully,

For and on behalf of the Board of

Earthasia International Holdings Limited Lau Hing Tat Patrick Chairman

Hong Kong, 21 August 2014

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Registered office: Headquarter, head office and principal Clifton House place of business in Hong Kong: 75 Fort Street Room 1101-2 P.O. Box 1350 11/F, Top Glory Tower Grand Cayman 262 Gloucester Road KY1-1108 Causeway Bay Cayman Islands Hong Kong

Notes:

  • i. Any shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his/her proxy to attend and vote on his behalf in accordance with the articles of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder.

  • ii. A form of proxy for use at the EGM is enclosed. In order to be valid, the 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 or authority, must be lodged with the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, located at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong or to the Company’s principal place of business at Room 1101-2, 11/F, Top Glory Tower, 262 Gloucester Road, Causeway Bay, Hong Kong not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof.

  • iii. Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the EGM, either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. 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.

  • iv. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the EGM or any adjournment thereof if he/she so desires. If a shareholder attends the EGM after having deposited the form of proxy, his/her form of proxy will be deemed to have been revoked.

  • v. As at the date of this announcement, the executive directors of the Company are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. Tian Ming; the non-executive directors of the Company are Mr. Michael John Erickson, Mr. Ma Lida and Ms. Huang Yaping; and the independent non-executive directors of the Company are Ms. Tam Ip Fong Sin, Mr. Wong Wang Tai and Mr. Wang Yuncai.

  • vi. The ordinary resolution as set out above will be determined by poll.

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