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Hony Media Group Proxy Solicitation & Information Statement 2010

Feb 28, 2010

49204_rns_2010-02-28_a4bbb801-c255-43f8-8fa9-8d11f3ddacb8.pdf

Proxy Solicitation & Information Statement

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==> picture [43 x 43] intentionally omitted <==

CHINA STRATEGIC HOLDINGS LIMITED (中策集團有限公司)

(Incorporated in Hong Kong with limited liability)

(Stock Code : 235)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We[(1)]

of

(theresolutionsbeing“ Company the registered(the ”)“ Circular haveholder(s)read”). inI/Weof its[(2)] haveentiretyreadthethecircularrisk factorsdatedset27outFebruaryshare(s)in the sectionsof2010HK$0.10in headedconnectioneach“Partin thewith,Acapital—amongTheofAcquisitionChinaother things,Strategic— 5.theHoldingsRisksbelowAssociatedordinaryLimited with the Acquisition” and “Part E — Information about Nan Shan — 1. Risk Factors” in the Circular including, but not limited to, the section headed “Part E — Information about Nan Shan — 1. Risk Factors — 1.4 Risks relating to this circular”. I/We understand that the information contained in the section headed “Part E — Information about Nan Shan — 6. Business of Nan Shan” has been provided by Nan Shan Life Insurance Company, Ltd. (“ Nan Shan ”), its directors, supervisors, senior management, employees or affiliates, and that as Acquisition Completion (as defined in the Circular) has not taken place as at the date of the Circular, and therefore Nan Shan is not yet a subsidiary of the Company, there are limitations on the quality and extent of the independent verification which has been carried out on the information, data and statistics contained in such section of the Circular.

I/We HEREBY APPOINT the chairman of the meeting, or[(3)]

of

as

my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the meeting of the Company to be held at Mandarin Oriental Hotel Hong Kong, 1/F Peacock-Stork Room, 5 Connaught Road, Central, Hong Kong on Tuesday, 16 March 2010 at 10:00 a.m. and to vote in respect of the following resolutions as indicated and on any other business that may properly come before the extraordinary general meeting, and, if no such indication is given, as my/our proxy thinks fit:-

ORDINARY RESOLUTIONS FOR (4) AGAINST (4)
1. (a) To approve that the authorised share capital of the Company be increased from
HK$800 million divided into 8,000 million ordinary shares in the capital of the
Company of HK$0.10 each (each a “Share”) to HK$20,000 million divided
into 200,000 million Shares by the creation of 192,000 million additional new
Shares (“Increase in Authorised Share Capital”).
(b) To approve that any one director of the Company be authorised to do all such
acts and things as he/she may in his/her discretion consider necessary,
expedient
or
desirable
for
the
purpose
of
or
in
connection
with
the
implementation of the Increase in Authorised Share Capital.
2. (a) To approve the share purchase agreement dated 13 October 2009 (the “Share
Purchase Agreement”) entered into among (i) Primus Nan-Shan Holding
Company Ltd, a subsidiary indirectly held as to 80% by the Company (the
“Purchaser”) and (ii) American International Group, Inc. (“AIG”), pursuant to
which AIG and the Purchaser agreed that, subject to the satisfaction of the
conditions precedent therein, AIG will sell (or cause one or more of its
subsidiaries to sell) and the Purchaser will purchase 767,893,139 shares of
common
stock
(the
“Sale
Shares”)
of
Nan
Shan,
which
represent
approximately 97.57% of the issued and outstanding share capital of Nan Shan
and all transactions contemplated thereunder.
(b) To approve that any one director of the Company be authorised for and on
behalf of the Company to execute all such documents, instruments, agreements
and deeds and do all such acts, matters and things as he/she may in his/her
absolute discretion consider necessary or desirable for the purpose of and in
connection with the implementation of the Share Purchase Agreement and the
transactions contemplated thereunder and to agree to such variations of the
terms of the Share Purchase Agreement and the transaction documents
contemplated thereunder as he/she may in his/her absolute discretion consider
necessary or desirable.
3. (a) To approve the termination of the share placing agreement dated 8 June 2009
entered into between the Company as issuer and Kingston Securities Limited
as placing agent.
(b) To approve that the conditional convertible note placing agreement (the
“Conditional CN Placing Agreement”) in relation to the placing by the
Company through Kingston Securities Limited, as agent of the Company (the
“CN Placing Agent”), on a fully underwritten basis (that is, the CN Placing
Agent agrees to procure subscribers or, failing which, to subscribe as principal
non-interest bearing convertible redeemable notes, in a maximum aggregate
principal amount up to HK$7,800 million due on its maturity date which are
convertible into an aggregate of a maximum of 78,000 million Shares (subject
to adjustment) with a conversion price, subject to adjustment, of HK$0.10 per
Share in the share capital of the Company (the “Convertible Notes”)) and the
transactions contemplated thereunder.
(c) To generally and unconditionally approve the creation and issue by the
Company of the Convertible Notes in all respects.
ORDINARY RESOLUTIONS FOR (4) AGAINST (4)
(d) To approve that the directors be generally and specifically authorised to allot
and issue such number of new ordinary shares (the “Conversion Shares”) of
HK$0.10 in the capital of the Company as may be required to be allotted and
issued on and subject to the terms and conditions of the Conditional CN
Placing Agreement under resolution numbered 3(b) above upon exercise of
conversion of the Convertible Notes (the “CN Specific Mandate”).
(e) To approve that any one director of the Company be authorised to do all such
things and acts as he/she may in his/her discretion consider necessary,
expedient
or
desirable
for
the
purpose
of
or
in
connection
with
the
implementation of the Conditional CN Placing Agreement and the CN Specific
Mandate and the transactions contemplated thereunder.
(f) To approve that in the event that completion of the Conditional CN Placing
Agreement has not taken place by 12 July 2010 (the “CN Expiry Date”), the
authorisation and approval granted under this resolution shall be revoked and
shall expire by the end of the CN Expiry Date.
4. (a) To approve that the conditional share placing agreement (the “Conditional
Share Placing Agreement”) in relation to the placing by the Company, through
Kingston Securities Limited, as agent of the Company (the “Share Placing
Agent”) on a best efforts basis, of up to a maximum of 40,000 million new
Shares at a price of HK$0.10 per Share during the period commencing upon the
date of the Conditional Share Placing Agreement and terminating at 5:00pm on
the business day prior to the date of completion under the Conditional Share
Placing Agreement, unless terminated earlier pursuant to the terms of the
Conditional Share Placing Agreement and the transactions contemplated
thereunder.
(b) To approve that the directors be generally and specifically authorised to allot
and issue such number of new ordinary shares (the “Placing Shares”) of
HK$0.10 in the capital of the Company as may be required to be allotted and
issued on and subject to the terms and conditions of the Conditional Share
Placing Agreement under resolution numbered 4(a) above (the “Share Specific
Mandate”).
(c) To approve that any one director of the Company be authorised to do all such
things and acts as he/she may in his/her discretion consider necessary,
expedient
or
desirable
for
the
purpose
of
or
in
connection
with
the
implementation of the Conditional Share Placing Agreement and the Share
Specific Mandate and the transactions contemplated thereunder.
(d) To approve that in the event that completion of the Conditional Share Placing
Agreement has not taken place by 12 July 2010 (the “Share Expiry Date”), the
authorisation and approval granted under this resolution shall be revoked and
shall expire by the end of the Share Expiry Date.
5. (a) To approve the term under the management agreement dated 12 October 2009
between the Company, the Purchaser, PFH Partnership Holdings, L.P. (“Primus
Investor”), PFH Holdings Ltd. (“PFH Holdings”), Mr. Robert Morse and Mr.
Ng Wing Fai (the “Management Agreement”) which require the Company to
be responsible (and be reimbursed as appropriate) for its pro rata portion (in
accordance with its shareholding in the Purchaser) of all out-of-pocket
expenses and fees incurred by PFH Holdings or its affiliates and the Company
in connection with the transactions contemplated under all the transaction
documents entered into in respect of the acquisition of Nan Shan (the
“Transactions”), including all professional and legal fees and expenses, which
are payable prior to or at completion of the Share Purchase Agreement and the
related transactions contemplated thereunder (the “Sharing of Expenses”).
(b) To approve that any one director of the Company be authorised for and on
behalf of the Company to execute all such documents, instruments, agreements
and deeds and do all such acts, matters and things as he/she may in his/her
absolute discretion consider necessary or desirable for the purpose of and in
connection
with
the
Sharing
of
Expenses
and
the
related
transactions
contemplated thereunder and to agree to such variations of the terms of the
Management Agreement in respect of the Sharing of Expenses as he/she may
in his/her absolute discretion consider necessary or desirable.
6. (a) To approve the term under the Management Agreement dated 12 October 2009
which requires the Purchaser to pay to Mr. Robert Morse a service fee of
US$7.5 million (“Morse Service Fee”) on the date that is three months from
the date of completion of the Share Purchase Agreement for services performed
by Mr. Robert Morse in connection with the Transactions and the preparation
of the bid made by Primus Financial Holdings Limited for and on behalf of the
Company and Primus Investor in respect of the acquisition of Nan Shan (the
Bid) and the related transactions contemplated thereunder.
(b) To approve that any one director of the Company be authorised for and on
behalf of the Company to execute all such documents, instruments, agreements
and deeds and do all such acts, matters and things as he/she may in his/her
absolute discretion consider necessary or desirable for the purpose of and in
connection with the payment of the Morse Service Fee and the transactions
contemplated thereunder and to agree to such variations of the Morse Service
Fee as he/she may in his/her absolute discretion consider necessary or
desirable.
7. (a) To approve the term under the Management Agreement which requires the
Purchaser to pay to Mr. Ng Wing Fai a service fee of US$7.5 million (“Ng
Service Fee”) on the date that is three months from the date of completion of
the Share Purchase Agreement for services performed by Mr. Ng Wing Fai in
connection with the Transactions and the preparation of the Bid and the related
transactions contemplated thereunder.
ORDINARY RESOLUTIONS FOR (4) AGAINST (4)
(b) To approve that any one director of the Company be authorised for and on
behalf of the Company to execute all such documents, instruments, agreements
and deeds and do all such acts, matters and things as he/she may in his/her
absolute discretion consider necessary or desirable for the purpose of and in
connection with the payment of the Ng Service Fee and the transactions
contemplated thereunder and to agree to such variations of the Ng Service Fee
as he/she may in his/her absolute discretion consider necessary or desirable.
8. (a) To approve the option deed dated 26 February 2010 between the Purchaser and
Mr. Robert Morse (the “Morse Option Deed”) in respect of the grant of such
number of share options representing a maximum of 3,200 million Shares to
Mr. Robert Morse and all transactions contemplated thereunder.
(b) To approve that the directors be generally and specifically authorised to allot
and issue such number of new ordinary shares (the “Morse Option Shares”)
of HK$0.10 in the capital of the Company as may be required to be allotted and
issued on and subject to the terms and conditions of the Morse Option Deed
under resolution numbered 8(a) above upon exercise of share options granted
to Mr. Robert Morse under the Morse Option Deed (the “Morse Specific
Mandate”).
(c) To approve that any one director of the Company be authorised for and on
behalf of the Company to execute all such documents, instruments, agreements
and deeds and do all such acts, matters and things as he/she may in his/her
absolute discretion consider necessary or desirable for the purpose of and in
connection with the implementation of the Morse Option Deed and the
transactions contemplated thereunder and to agree to such variations of the
terms of the Morse Option Deed as he/she may in his/her absolute discretion
consider necessary or desirable.
9. (a) To approve the option deed dated 26 February 2010 between the Purchaser and
Mr. Ng Wing Fai (the “Ng Option Deed”) in respect of the grant of such
number of share options representing a maximum of 3,200 million Shares to
Mr. Ng Wing Fai and all transactions contemplated thereunder.
(b) To approve that the directors be generally and specifically authorised to allot
and issue such number of new ordinary shares (the “Ng Option Shares”) of
HK$0.10 in the capital of the Company as may be required to be allotted and
issued on and subject to the terms and conditions of the Ng Option Deed under
resolution numbered 9(a) above upon exercise of share options granted to Mr.
Ng Wing Fai under the Ng Option (the “Ng Specific Mandate”).
(c) To approve that any one director of the Company be authorised for and on
behalf of the Company to execute all such documents, instruments, agreements
and deeds and do all such acts, matters and things as he/she may in his/her
absolute discretion consider necessary or desirable for the purpose of and in
connection
with
the
implementation
of
the
Ng
Option
Deed
and
the
transactions contemplated thereunder and to agree to such variations of the
terms of the Ng Option Deed as he/she may in his/her absolute discretion
consider necessary or desirable.
10. (a) To approve the option deed dated 26 February 2010 between the Purchaser and
Mr. Or Ching Fai (the “Or Option Deed”) in respect of the grant of such
number of share options representing a maximum of 600 million Shares to Mr.
Or Ching Fai and all transactions contemplated thereunder.
(b) To approve that the directors be generally and specifically authorised to allot
and issue such number of new ordinary shares (the “Or Option Shares”) of
HK$0.10 in the capital of the Company as may be required to be allotted and
issued on and subject to the terms and conditions of the Or Option Deed under
resolution numbered 10(a) above upon exercise of share options granted to Mr.
Or Ching Fai under the Or Option Deed (the “Or Specific Mandate”).
(c) To approve that any one director of the Company be authorised for and on
behalf of the Company to execute all such documents, instruments, agreements
and deeds and do all such acts, matters and things as he/she may in his/her
absolute discretion consider necessary or desirable for the purpose of and in
connection with the implementation of the Or Option Deed and the transactions
contemplated thereunder and to agree to such variations of the terms of the Or
Option Deed as he/she may in his/her absolute discretion consider necessary or
desirable.
11. (a) To approve the option deed dated 26 February 2010 between the Purchaser and
Mr. Frederick Ma Si-Hang (the “Ma Option Deed”) in respect of the grant of
such number of share options representing a maximum of 100 million Shares
to Mr. Frederick Ma Si-Hang and all transactions contemplated thereunder.
(b) To approve that the directors be generally and specifically authorised to allot
and issue such number of new ordinary shares (the “Ma Option Shares”) of
HK$0.10 in the capital of the Company as may be required to be allotted and
issued on and subject to the terms and conditions of the Ma Option Deed under
resolution numbered 11(a) above upon exercise of share options granted to Mr.
Frederick
Ma
Si-Hang
under
the
Ma
Option
Deed
(the
“Ma
Specific
Mandate”).
(c) To approve that any one director of the Company be authorised for and on
behalf of the Company to execute all such documents, instruments, agreements
and deeds and do all such acts, matters and things as he/she may in his/her
absolute discretion consider necessary or desirable for the purpose of and in
connection
with
the
implementation
of
the
Ma
Option
Deed
and
the
transactions contemplated thereunder and to agree to such variations of the
terms of the Ma Option Deed as he/she may in his/her absolute discretion
consider necessary or desirable.
ORDINARY RESOLUTIONS
FOR (4)
AGAINST (4)
12.
(a)
To approve the facility agreement dated 26 February 2010 between the
Company and the Purchaser in respect of the granting of an unsecured facility
of an amount up to HK$5,300 million (the “CSH Facility Agreement”) to the
Purchaser and all transactions contemplated thereunder.
(b)
To approve that any one director of the Company be authorised for and on
behalf of the Company to execute all such documents, instruments, agreements
and deeds and do all such acts, matters and things as he/she may in his/her
absolute discretion consider necessary or desirable for the purpose of and in
connection with the implementation of the CSH Facility Agreement and the
transactions contemplated thereunder and to agree to such variations of the
terms of the CSH Facility Agreement as he/she may in his/her absolute
discretion consider necessary or desirable.

Dated

Signature(s)[(5)]

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.

  2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

  3. If you wish to appoint a proxy other than the chairman of the meeting, please strike out “the chairman of the meeting, or” and insert the name and address of the person you wish to appoint in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A proxy need not be a member of the Company. Please note that according to the articles of association of the Company, a member of the Company who is the holder of two or more shares may appoint more than one proxies to attend and vote at a general meeting of the Company.

  4. IMPORTANT: If you wish to vote for any resolution, please tick the appropriate box(es) marked “For”. If you wish to vote against any resolution, please tick the appropriate box(es) marked “Against”. Failure to complete any or all the boxes will entitle your proxy to cast your votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to above.

  5. The form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form must be executed either under seal or under the hand of an officer or attorney duly authorised.

  6. In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint holder(s) and 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 joint holding.

  7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for the extraordinary general meeting or any adjournment thereof.

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

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