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Kin Shing Holdings Limited Proxy Solicitation & Information Statement 2009

Sep 11, 2009

50051_rns_2009-09-11_6835c189-1173-4622-9c1e-2b7e98721bdc.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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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 698)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Tongda Group Holdings Limited (the “ Company ”) will be held at the Board Room of Dynasty Club at 7th Floor of South West Tower, Convention Plaza, No.1 Harbour Road, Wanchai, Hong Kong on Thursday, 8 October 2009 immediately after the extraordinary general meeting of the Company to be held at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution:

ORDINARY RESOLUTION

  1. THAT subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) the listing of, and permission to deal in, the shares of the Company (the “ Shares ”) which may be issued pursuant to the exercise of option to be granted under the refreshed scheme mandate limit (the “ 10% General Limit ”) under the share option scheme of the Company adopted on 10 June 2002, which entitles the directors of the Company (the “ Directors ”) to grant options after the listing of Shares on the Stock Exchange, in the manner as set out in paragraph (a) of this resolution,

    • (a) the refreshment of the 10% General Limit of up to 10 per cent. of the Shares in issue as at the date of passing of this resolution be and is hereby approved; and
  • For identification purpose only

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  • (b) the Directors be and are hereby authorized to do all such acts and things and execute all such documents, including under seal where applicable as they consider necessary or expedient to give effect to the foregoing arrangement.”

Yours faithfully For and on behalf of the Board of Tongda Group Holdings Limited WANG YA NAN Chairman

Hong Kong, 11 September 2009

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman, KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Room 1201-03, 12th Floor Shui On Centre 6-8 Harbour Road Wanchai, Hong Kong

Notes:

  1. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

  2. A form of proxy for use at the meeting is enclosed. To be valid, the proxy form, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrars in Hong Kong, Union Registrars Limited, at Room 1901-02, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  3. Where there are joint holders of any share, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled to vote, but if more than one of such joint holders be present at the meeting in person or by proxy, the person so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect of it. Completion and return of the form of proxy will not preclude a member from attending the EGM and voting in person at the meeting or any adjourned meeting if he so desires. If a member attends the EGM after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.

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