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JD Logistics, Inc. — AGM Information 2007
Jun 5, 2007
50717_rns_2007-06-05_1a4a5c3f-c593-48c1-943c-04163b2a2627.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 Thursday, 21 June 2007 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:–
ORDINARY RESOLUTIONS
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(1) “ THAT :–
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(a) the entering into of the conditional transfer agreement dated 11 May 2007 (the “Transfer Agreement”) between the Company and Chuang’s China Investments Limited (“Chuang’s China”), 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, whereby Chuang’s China has agreed to procure the transfer and assignment to the Company and/or its nominee(s) of all its rights, title, interest and benefit of and in (i) the entire issued share capital of Success Gain Investment Limited (“Success Gain”); and (ii) the interest free shareholder loan owing by Success Gain to a wholly-owned subsidiary of Chuang’s China, in exchange for (a) the transfer and assignment to Chuang’s China and/or its nominee(s) of all the Company’s rights, title, interest and benefit of and in (i) the entire issued share capital of Chuang’s Development (Chengdu) Limited (“CD Chengdu”); and (ii) the interest free shareholder loan owing by CD Chengdu to a whollyowned subsidiary of the Company; and (b) the payment by the Company of RMB13 million (equivalent to approximately HK$13.3 million) in cash (subject to adjustment), upon the terms and subject to the conditions therein contained be and is hereby approved, confirmed and ratified and the performance of all transactions contemplated under the Transfer Agreement by the Company be and is hereby approved; and
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(b) 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 Transfer Agreement.”
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(2) “ THAT :–
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(a) the entering into of the conditional subscription agreement dated 11 May 2007 (the “Subscription Agreement”) between the Company and Chuang’s Consortium International Limited (“CCIL”), a copy of which has been produced to the meeting marked “B” and initialled by the Chairman of the meeting for the purpose of identification, whereby the Company has conditionally agreed to issue to CCIL and CCIL has conditionally agreed to subscribe for a 1.5% convertible note due 2011 in the principal amount of HK$49.5 million (the “Convertible Note”) upon the terms and subject to the conditions therein contained, be and is hereby approved, confirmed and ratified and the performance of all transactions contemplated under the Subscription Agreement by the Company be and is hereby approved;
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(b) the issue of the Convertible Note, the allotment and issue of the Conversion Shares (as defined in the Subscription Agreement) pursuant to the terms of the Convertible Note and the performance of the transactions contemplated under the Convertible Note by the Company be and are hereby approved; and
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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 Subscription Agreement and the Convertible Note (including but not limited to the allotment and the issue of the Conversion Shares).”
By Order of the Board of Midas International Holdings Limited Lee Wai Ching Company Secretary
Hong Kong, 4 June 2007
* For identification purpose only
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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, Mr. Richard Hung Ting Ho, Mr. Kwong Tin Lap, Mr. Kwok Chi Fai, Miss Ann Li Mee Sum and Mr. Wong Chi Sing are Executive Directors, Mr. Dominic Lai is a Non-Executive Director, Mr. Abraham Shek Lai Him, Dr. Eddy Li Sau Hung and Mr. Yau Chi Ming are Independent Non-Executive Directors of the Company.
“Please also refer to the published version of this announcement in The Standard.”
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