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Hong Kong Exchanges and Clearing Limited — Proxy Solicitation & Information Statement 2008
Jan 24, 2008
49183_rns_2008-01-24_5ad9bfd9-ce3a-445f-8e03-fb2a245374de.pdf
Proxy Solicitation & Information Statement
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Asia Orient Holdings Limited (滙漢控股有限公司)[*]
(incorporated in Bermuda with limited liability)
(Stock Code: 214)
NOTICE OF THE SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders (the “Shareholders”) of Asia Orient Holdings Limited (the “Company”) will be held at Basement 1, Empire Hotel, 33 Hennessy Road, Wanchai, Hong Kong at 10:00 a.m. on Tuesday, 12th February 2008 for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT ”
- “the acceptance by the Company and its subsidiaries or their respective nominee(s) of, and payment for, (a) 1,629,467,008 new shares of HK$0.01 each (the “ AS Shares ”) in the share capital of Asia Standard International Group Limited (“ Asia Standard ”) to be provisionally allotted to the Company and its subsidiaries or their respective nominee(s) at a subscription price of HK$0.18 each (the “ Rights Shares ”) pursuant to the rights issue (the “ Rights Issue” ) as announced by Asia Standard on 9th January 2008; and (b) all the additional Rights Shares to be provisionally allotted to the Company and its subsidiaries or their respective nominee(s) in the event that additional AS Shares are (i) issued and allotted to the Company and its subsidiaries or their respective nominee(s) on or before 13th February 2008 (or such other date as determined by Asia Standard to be the record date (the “ Record Date ”) for the purpose of determining the entitlements of its shareholders to participate in the Rights Issue) upon the exercise of any of the conversion rights attaching to the bonus warrants issued by Asia Standard as stated in the announcement of Asia Standard dated 19th July 2007 and held by the Company and its subsidiaries or their respective nominee(s); and/or (ii) otherwise acquired by the Company and its subsidiaries or their respective nominee(s) on or before the Record Date (the “ Transaction ”), be and is hereby approved and the directors of the Company be and are hereby authorised to take such actions as are necessary or expedient to give effect to the Transaction.”
By order of the Board Chiu Yuk Ching Secretary
Hong Kong, 25th January 2008
* For identification purposes only
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Registered Office: Head office and principal place of business Canon’s Court in Hong Kong: 22 Victoria Street 30th Floor Hamilton HM12 Asia Orient Tower Bermuda Town Place 33 Lockhart Road Wanchai Hong Kong
Notes:
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Any Shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder.
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Where there are joint holders of any shares, any one of such joint holders may vote at the meeting, personally or by proxy or by a duly authorized corporate representative (as defined in the bye-laws of the Company), in respect of such shares as if he was solely entitled thereto provided that if more than one of such joint holders be present at the meeting personally or by proxy or by a duly authorized corporate representative, the joint holder whose name stands first on the register of Shareholders in respect of such shares shall alone be entitled to vote in respect thereof.
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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 that power of attorney or authority, must be deposited at the head office and principal place of business of the Company in Hong Kong at 30th Floor, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof).
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Members are recommended to read the circular of the Company containing information concerning the Resolution proposed in this notice.
As at the date of this announcement, the board of AO Directors comprises Mr. Fung Siu To Clement, Dr. Lim Yin Cheng, Mr. Poon Jing, Mr. Lun Pui Kan and Mr. Kwan Po Lam Phileas as executive AO Directors, Mr. Chan Sze Hung as non-executive AO Director, and Mr. Cheung Kwok Wah Ken, Mr. Wong Chi Keung and Mr. Hung Yat Ming as independent non-executive AO Directors.
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