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Hopefluent Group Holdings Limited Proxy Solicitation & Information Statement 2010

Jul 20, 2010

49433_rns_2010-07-20_9ef74744-a3ac-4f15-bede-5271e1555ee8.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 disclaim 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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(Incorporated in Bermuda with limited liability)

(Stock code: 372)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of ITC Corporation Limited (the “Company”) will be held at Gemini Room, 33rd Floor, Rosedale on the Park, 8 Shelter Street, Causeway Bay, Hong Kong on Thursday, 5 August, 2010 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as an ordinary resolution of the Company:

THAT :

  • (a) the acceptance (“Acceptance”) by Asia Will Limited (“AWL”), an indirect whollyowned subsidiary of the Company, of the conditional offer made by Rosedale Hotel Holdings Limited (formerly known as Wing On Travel (Holdings) Limited) (“Rosedale”) to repurchase the 2% convertible exchangeable notes (“Notes”) due 7 June 2011 issued by Rosedale (a copy of the offer letter dated 30 June 2010 from Rosedale having been produced to the meeting marked “A” and initialed by the chairman of the meeting for the purpose of identification) in respect of the Notes in the aggregate principal amount of HK$114,200,000 held by AWL for a cash consideration of HK$100,496,000 and the transactions contemplated thereunder be and are hereby approved; and

  • (b) the directors of the Company be and are hereby authorised to exercise all the powers of the Company and take all steps as might in their opinion be desirable, necessary or expedient in relation to the Acceptance including without limitation to the execution, amendment, supplement, delivery, submission and implementation of any further necessary documents or agreements.”

By order of the Board ITC Corporation Limited Lee Hon Chiu Company Secretary

Hong Kong, 21 July 2010

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Principal Place of Business in Hong Kong: 30th Floor, Bank of America Tower 12 Harcourt Road Central Hong Kong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Notes:

  1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent and vote on his behalf. A proxy need not be a member of the Company.

  2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

  3. 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 or authority, together with such evidence as the board of directors of the Company may require under the bye-laws of the Company, shall be deposited at the Company’s principal place of business in Hong Kong at 30th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be) at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

  4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

  5. Where there are joint registered holders of any share, any one of such persons 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 joint holders is present at the meeting personally or by proxy, that one of the said persons so present 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.

As at the date of this notice, the board of directors of the Company comprises:

Executive directors: Independent non-executive directors: Dr. Chan Kwok Keung, Charles (Chairman) Mr. Chuck, Winston Calptor Ms. Chau Mei Wah, Rosanna Mr. Lee Kit Wah (Deputy Chairman and Managing Director) Hon. Shek Lai Him, Abraham, SBS, JP Mr. Chan Kwok Chuen, Augustine Mr. Chan Fut Yan Mr. Cheung Hon Kit Mr. Chan Yiu Lun, Alan

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