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Guoxia Technology Co., Ltd. AGM Information 2006

Jun 29, 2006

50736_rns_2006-06-29_0ddf67cb-de7f-42ce-9852-da16a9e61168.pdf

AGM Information

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WING ON TRAVEL (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1189)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “meeting”) of Wing On Travel (Holdings) Limited (the “Company”) will be held at 8th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Monday, 17 July 2006 at 10:00 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT :–

  • (a) the entering into of the conditional agreement for sale and purchase dated 13 June 2006 (the “S&P Agreement”), a copy of which has been produced to the meeting marked “A” and initialled by the Chairman of the meeting for the purpose of identification, between Harvest Metro Corporation (the “Vendor”), a wholly-owned subsidiary of the Company, as vendor, China Star Entertainment Limited (the “Purchaser”) as purchaser, and the Company as the Vendor’s guarantor whereby the Vendor has agreed to sell, and the Purchaser has agreed to purchase, 350 shares of US$1.00 each, representing approximately 56.91% of the entire issued share capital of Triumph Up Investments Limited, for a consideration of HK$252,789,344.97, upon the terms and subject to the conditions therein contained, be and is hereby approved, confirmed and ratified and the transactions contemplated under the S&P Agreement be and are hereby approved; and

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  • (b) any one director of the Company be and is hereby authorised for and on behalf of the Company to do all acts and things and execute and deliver all documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to carry out or to give effect to any or all transactions contemplated under the S&P Agreement.”

By Order of the Board Wing On Travel (Holdings) Limited Lui Siu Tsuen, Richard Executive Director

Hong Kong, 29 June 2006

Notes:

  1. Any member entitled to attend and vote at the meeting is entitled to appoint one or more than one proxy to attend and vote instead of such member. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either an individual member or a member which is a corporation, shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

  2. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of authority, shall be delivered to the Company’s head office and principal place of business in Hong Kong at 7th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, and in default the instrument of proxy shall not be treated as valid.

  3. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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  1. Where there are joint holders of any share of the Company, any one of such holders 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 holders be present at the meeting personally or by proxy, then the one of such holders 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. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

As at the date of this announcement, the Directors are as follows:

Executive Directors: Independent Non-Executive Directors: Mr. Yu Kam Kee, Lawrence Mr. Kwok Ka Lap, Alva B.B.S., M.B.E., J.P. (Chairman) Mr. Sin Chi Fai Mr. Cheung Hon Kit (Managing Director) Mr. Wong King Lam, Joseph Dr. Yap, Allan Mr. Chan Pak Cheung, Natalis Mr. Lui Siu Tsuen, Richard

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

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