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Hung Hing Printing Group Limited — Proxy Solicitation & Information Statement 2010
Aug 29, 2010
49222_rns_2010-08-29_4e99b6b9-8f7f-490d-9471-6f9220eb199a.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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CHINA OUTDOOR MEDIA GROUP LIMITED 中國戶外媒體集團有限公司
(Incorporated in Hong Kong with limited liability) (Stock Code: 00254)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Outdoor Media Group Limited (the “ Company ”) will be held at Suit 1103, 11/F., ICBC Tower, 3 Garden Road, Hong Kong on Wednesday, 15 September 2010 at 11 a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as ordinary resolution:
ORDINARY RESOLUTION
“ THAT
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(a) the deed (the “ Deed ”) (a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification) dated 13 August 2010 (as amended by the supplemental deed (the “ Supplemental Deed ”) (a copy of which has been produced to the EGM marked “B” and signed by the chairman of the EGM for the purpose of identification) dated 17 August 2010) and entered into between the Company and Fully Wealthy Inc. (the “ Bondholder ”) in relation to the alteration and restatement of the terms of the convertible bonds in the principal amount of HK$1,228,890,000, issued by the Company in favour of the Bondholder and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified; and
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(b) any one or more of the directors (the “ Directors ”) of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Deed (as amended by the Supplemental Deed) and the transactions contemplated thereunder.”
By order of the Board China Outdoor Media Group Limited Lau Chi Yuen, Joseph Director
Hong Kong, 30 August 2010
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Registered office: Unit 1803 18th Floor Sun Hung Kai Centre 30 Harbour Road Wanchai Hong Kong
Notes:
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A member entitled to attend and vote at the EGM is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.
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In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at Company’s share registrar in Hong Kong, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
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In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM 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 shares shall alone be entitled to vote in respect thereof.
As at the date of this announcement, the executive Directors are Mr. Lau Chi Yuen, Joseph, Mr. Lu Liang, Mr. Ng Yan and Mr. Tang Lap Chin, Richard and the independent non-executive Directors of the Company are Mr. Cheng Sheung Hing, Mr. Cheng Kwong Choi, Alexander, and Mr. Law Tai Yan.
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