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Huscoke Holdings Limited Proxy Solicitation & Information Statement 2008

Sep 16, 2008

49409_rns_2008-09-16_4ad3cc8d-6c3b-476b-b1b0-62288cc29801.pdf

Proxy Solicitation & Information Statement

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HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有限公司

(formerly known as Frankie Dominion International Limited)

(Incorporated in Bermuda with limited liability)

(Stock code: 704)

website: http://www.frankiedominion.com

NOTICE OF SPECIAL GENERAL MEETING

NOTICE HEREBY GIVEN that the special general meeting of Huscoke Resources Holdings Limited (formerly known as Frankie Dominion International Limited, (“ Company ”)) will be held at 11:00 a.m. on Monday, 6 October 2008 at Annapurna Room, Pacific Place Conference Centre, 5/F., One Pacific Place, 88 Queensway, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (A) the form and substance of the agreement (“ Disposal Agreement ”) dated 25 August 2008 and made between Frankie Dominion (BVI) Company Limited as vendor and Speedway International Investment Limited as purchaser in relation to the sale and purchase of the entire issued shares in Big Field (B.V.I.) Limited at a consideration of HK$36 million (a copy of the Disposal Agreement was produced to the meeting and marked “ A ” and initialed by the chairman of the meeting for identification purpose), as mentioned in the circular (“ Circular ”) of the Company dated 17 September 2008 (a copy of which was produced to the meeting marked “ B ” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated thereby be and they are hereby approved; and

  • (B) the directors (“ Directors ”) of Huscoke Resources Holdings Limited (“ Company ”) be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors in their discretion may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Disposal Agreement, or any of the transactions contemplated under the Disposal Agreement and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents, which are not fundamentally different from those as provided under the Disposal Agreement) as are, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole.”

For and on behalf of the board of directors of HUSCOKE RESOURCES HOLDINGS LIMITED Lam Po Kwai, Frankie Chairman

Hong Kong, 17 September 2008

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Registered Office: Head office and principal place Canon’s Court of business in Hong Kong: 22 Victoria Street Room 4205 Hamilton HM12 Far East Finance Center Bermuda 16 Harcourt Road Admiralty Hong Kong

Notes:

  • (1) A member entitled to attend and vote at the above meeting may appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company. A member who is the holder of two or more shares and entitled to attend and vote at the meeting convened by the above notice is entitled to appoint more than one proxy to represent him and vote on his behalf. A form of proxy for use at the meeting is enclosed.

  • (2) In order to be valid, the form of proxy, together with any power of attorney or 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 Company’s registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

  • (3) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • (4) In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto. If more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. 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 the joint holding.

  • (5) As at the date of this notice, the executive Directors are Mr. Lam Po Kwai, Frankie, Mr. Chim Kim Lunm, Ricky, Mr. Cheng Kwok Hing, Andy, Mr. Wu Jixian and Mr. Li Baoqi and the independent non-executive directors of the Company are Mr. Wan Hon Keung, Mr. Lam Hoy Lee Laurie and Mr. Sun Tak Keung.

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