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JD Logistics, Inc. — AGM Information 2007
Aug 21, 2007
50717_rns_2007-08-21_9cafcd0c-fde1-43ad-a494-7ba90f764ca7.pdf
AGM Information
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(Stock Code: 1172)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Midas International Holdings Limited (the “Company”) will be held at 25th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong on Wednesday, 12 September 2007 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:–
ORDINARY RESOLUTION
“ THAT :–
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(a) the entering into of the conditional agreement for sale and purchase dated 1 August 2007 (the “Agreement”), a copy of which has been produced to the meeting marked “A” and initialled by the Chairman of the meeting for the purpose of identification, between, inter alia, Great Income Profits Limited (the “Vendor”) as vendor and the Company as purchaser, whereby the Vendor has conditionally agreed to sell and assign, and the Company has conditionally agreed to purchase and accept the assignment of, 87.5% of the entire issued share capital of Profitable Industries Limited (“Profitable Industries”) beneficially owned by the Vendor, and the entire amount of the shareholder’s loan owing by Profitable Industries to the Vendor as at the date of completion of the Agreement, at an aggregate consideration of HK$350 million, upon the terms and subject to the conditions therein contained, be and is hereby approved, confirmed and ratified;
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(b) the transfer and assignment by the Company or its wholly-owned subsidiary to the Vendor of the entire issued share capitals of, and the shareholders’ loans to, Sino Stream Limited, Riverside Trinity Limited and Far Hero Limited, all being wholly-owned subsidiaries of the Company, pursuant to the Agreement and the performance of all transactions contemplated under the Agreement by the Company, including but not limited to the signing of a deed of undertaking and guarantee, the issue of the 1.5% convertible note due 2010 in the principal amount of HK$130 million (the “Convertible Note”) in partial settlement of the consideration under the Agreement and the allotment and issue of the conversion shares upon exercise of the conversion rights pursuant to the Convertible Note, be and are hereby approved; and
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For identification purpose only
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- (c) any one director of the Company 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.”
By Order of the Board of Midas International Holdings Limited Lee Wai Ching Company Secretary
Hong Kong, 21 August 2007
Principal place of business in Hong Kong: Registered office: 1st Floor Cricket Square 100 Texaco Road Hutchins Drive Tsuen Wan P O Box 2681 New Territories Grand Cayman KY1-1111 Hong Kong Cayman Islands
Notes:
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Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. In the case of a recognised clearing house, it may authorise such other person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a shareholder of the Company.
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A form of proxy for use at the meeting is enclosed. Whether or not you intend to attend the meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon.
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In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting or any adjournment thereof or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.
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Where there are joint registered holders of any share of the Company, any one of such holders may vote at the meeting either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, then the holder whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased shareholder of the Company in whose name any share stands shall for this purpose be deemed joint holders thereof.
As at the date of this notice, the Board comprises five executive Directors, being Mr. Richard Hung Ting Ho, Mr. Kwong Tin Lap, Mr. Kwok Chi Fai, Miss Ann Li Mee Sum and Mr. Wong Chi Sing, a nonexecutive Director, being Mr. Dominic Lai, and three independent non-executive Directors, being Mr. Abraham Shek Lai Him, Dr. Eddy Li Sau Hung and Mr. Yau Chi Ming.
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