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Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2007
Nov 1, 2007
51224_rns_2007-11-01_e8294edd-4912-4577-bf09-ac09e2651c03.pdf
Proxy Solicitation & Information Statement
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WING HONG (HOLDINGS) LIMITED 榮 康 (控 股) 有 限 公 司 *
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 745)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Wing Hong (Holdings) Limited (the “Company”) will be held at Room 901, 9th Floor, Hong Kong Scout Centre, Scout Path, Austin Road, Kowloon, Hong Kong on Monday, 19 November 2007 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT:
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(a) the entering into of the acquisition agreement dated 24 September 2007 (the “Agreement” (as amended by a supplemental agreement dated 23 October 2007 (the “Supplemental Agreement”)), copies of which were produced to the meeting marked “A” and initialled by the Chairman of the meeting for the purpose of identification, between Mr. Wang Xue Qin, Mr. Wu Qi (the “Vendors”) as vendors and Top Asian Limited (the “Investor”), a wholly-owned subsidiary of the Company, as investor, whereby the Investor conditionally agreed to invest an aggregate of RMB312 million (equivalent to approximately HK$321.4 million) by (i) subscribing for the new registered capital of 北京鐵聯通達廣告傳媒有 限公司 (the “Target”) in the amount of RMB88 million (equivalent to approximately HK$90.6 million); (ii) providing a shareholders’ loan to the Target in the amount of RMB176 million (equivalent to approximately HK$181.3 million); and (iii) the Investor will acquire an additional 10% shareholding interest in the Target at a consideration of RMB48 million (equivalent to approximately HK$49.4 million) from the Vendors within a period of 2 years commencing from the date of the signing of the Agreement, be and is hereby approved, confirmed and ratified and all transactions contemplated under the Agreement (as amended by the Supplemental Agreement) be and are hereby approved;
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(b) any one director of the Company (the “Director”) be and is hereby authorised for and on behalf of the Company to do all acts and things and execute and deliver all documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to carry out or to give effect to any or all transactions contemplated under the Agreement (as amended by the Supplemental Agreement).”
By Order of the Board
Wing Hong (Holdings) Limited Hui Chi Yung Chairman
Hong Kong, 2 November 2007
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Head office & principal place of Registered office: business in Hong Kong: 13th Floor, OTB Building Cricket Square, Hutchins Drive 259-265 Des Voeux Road Central P.O. Box 2681 Hong Kong Grand Cayman KY1-1111 Cayman Islands
As at the date hereof, the board of Directors comprises Mr. Hui Chi Yung, Mr. Yiu Kai Yeuk, Raphael and Mr. Hui Kau Mo as executive Directors and Mr. Liu Kwong Sang, Mr. Sit Hing Wah and Dr. Hu Chung Kuen, David as independent non-executive Directors.
- the Chinese name of the Company is for identification purpose only
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