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Infinity Logistics and Transport Ventures Limited — Proxy Solicitation & Information Statement 2011
Jun 7, 2011
49925_rns_2011-06-07_1759bc46-61f3-49f4-8196-ee520f99fb82.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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UDL HOLDINGS LIMITED
(incorporated in Bermuda with limited liability) (Stock Code: 620)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT a special general meeting (the “ Meeting ”) of UDL Holdings Limited (the “Company”) will be held at Meeting Room 6, 7th Floor, Kowloonbay International Trade & Exhibition Centre, No. 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on 23 June 2011 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification the following resolution of the Company:
ORDINARY RESOLUTION
“ THAT
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(a) the conditional sale and purchase agreement dated 26 April 2011 made between a wholly owned subsidiary of the Company, Sunfill Limited as Purchaser and Culture Resources Development Company Limited as Vendor in respect of the sale and purchase of the entire issued share capital of and debts due by Silk Road Development Company Limited (“Sale and Purchase Agreement”), a copy of which has been produced to the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose, be and is hereby approved; and
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(b) the Directors be and are hereby authorized to do all such acts and things, to sign and execute all such further documents including but not exclusively, issuance of the promissory note by Sunfill Limited to the vendor in the amount and form as set out in the Sale and Purchase Agreement and to take such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Sale and Purchase Agreement or any of the transactions contemplated under that agreement.”
By order of the Board UDL Holdings Limited Leung Yu Oi Ling, Irene Chairman
Hong Kong, 8 June 2011
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Notes:
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(a) A member entitled to attend and vote at the Meeting may appoint a proxy to attend and, on a poll, vote on his behalf and such proxy need not be a member of the Company. A form of proxy for use at the Meeting is enclosed.
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(b) In order to be valid, the form of proxy, together with any power of attorney or authority under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
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(c) 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 authority of the proxy shall be deemed to be revoked.
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(d) 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/she/it were solely entitled thereto. If more than one of such joint holders are present at the 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.
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(e) As at the date of this notice, the executive Directors of the Company are Mr. Leung Yat Tung, Mrs. Leung Yu Oi Ling, Irene, Miss Leung Chi Yin, Gillian and Mr. Leung Chi Hong, Jerry; and the independent non-executive Directors of the Company are Mr. Pao Ping Wing, JP, Prof. Yuen Ming Fai, Matthew and Ms. Tse Mei Ha.
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