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International Genius Company Proxy Solicitation & Information Statement 2005

Aug 15, 2005

48889_rns_2005-08-15_f7639842-69c1-4b82-95a5-c5d2796263ab.pdf

Proxy Solicitation & Information Statement

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M E X A N L I M I T E D

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(Incorporated in Bermuda with limited liability)

(Stock Code: 22)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of MEXAN LIMITED (the “Company”) will be held at Horizon Room, 7th Floor, Metropark Hotel, 148 Tung Lo Wan Road, Causeway Bay, Hong Kong on Wednesday, 31 August 2005 at 10:30 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

  • a. the sale of the Property or the sale of the Sale Shares and the Sale Debts, as the case may be (the “Disposal), particulars of which are set out in the provisional sale and purchase agreement dated 30 June 2005 as varied by and/or merged with the formal sale and purchase agreement dated 22 July 2005 (the “Agreement”) between the Company, All Victory Holdings Limited, Winsworld Properties Limited, Express Chain Limited and Winland Enterprises Limited in relation to such Disposal be and is hereby approved and confirmed;

  • b. the contents of the Agreement (a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose) be and is hereby approved, ratified and confirmed; and

  • c. any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorized for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/them to be incidental to, ancillary to or in connection with the matters contemplated in or relating to the Agreement and/or the Disposal as he/they may consider necessary, desirable or expedient.”

By order of the Board MEXAN LIMITED Tse On Kin Managing Director

Hong Kong, 15 August 2005 Principal place of business in Hong Kong: Registered office: 16th Floor Clarendon House Bank of East Asia Harbour View Centre Church Street 56 Gloucester Road Hamilton HM 11 Wanchai Bermuda Hong Kong

Notes:

  1. A shareholder entitled to attend and vote at the special general meeting is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

  2. To be valid, a form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy of the power of attorney or authority, must be completed, signed and deposited with the Company’s share registrars, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting (as the case may be).

  3. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting or at any adjourned meeting therefore (as the case may be) should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

At the date of this announcement, the executive Directors are Mr. Lau Kan Shan, Mr. Tse On Kin and Ms. Ching Yung, the nonexecutive Director is Mr. Leung Heung Ying and the independent non-executive Directors are Mr. Chan Wai Dune, Mr. Lau Wai and Mr. Tong Kwai Lai.

  • For identification purposes only

“Please also refer to the published version of this announcement in The Standard.”