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Kingdee International Software Group Company Limited Proxy Solicitation & Information Statement 2011

May 27, 2011

49083_rns_2011-05-27_a2fd5d95-a204-4cd7-b7e8-867fdece2c2c.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 Hong Kong with limited liability under Companies Ordinance)

(Stock Code: 154)

NotiCe of extraordiNary GeNeral MeetiNG

NotiCe iS HereBy GiVeN that an extraordinary general meeting (the “Meeting”) of the shareholders of Beijing Development (Hong Kong) Limited (the “Company”) will be held at 66th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong at 10:00 a.m. on 17 June 2011 for the following purpose:

To consider as special business and, if thought fit, passing (with or without amendments) the following resolutions as ordinary resolutions:

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  • (a) the contents of the equity transfer agreement dated 13 May 2011 (the “Agreement”) entered into between Business Net Limited(商網有限公司)(“Vendor”) as the vendor and Beijing Enterprises Group Company Limited(北京控股集團有限公司)(“Purchaser”) as the purchaser, for the sale and purchase of the 43% equity interest in Beijing Municipal Administration & Communications Card Co., Ltd.(北京市政交通一卡通有限公司); and all transactions contemplated in and under the Agreement (a copy of which is tabled at the meeting and marked “A” for the purpose of identification), be and are hereby approved in all respects;

  • (b) any one director of the Company be and is hereby confirmed to be authorised for and on behalf of the Company to do all such further acts and things and execute all such further documents and take all steps which in his opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of, and all transactions contemplated under, the Agreement and to approve any changes and amendments thereto as such director may consider necessary, desirable or expedient; and

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  • (c) the affixing of the common seal of the Company to any instrument or document in the presence of any one director of the Company as may be required for any of the above purposes be and is hereby confirmed and approved.’’

By order of the Board of Beijing development (Hong Kong) limited Wong Kwok Wai, robin Company Secretary

Hong Kong, 30 May 2011

Notes:

  1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy (or at most two proxies) to attend and, on a poll, vote on his/her behalf. A proxy need not be a member of the Company.

  2. To be valid, the form of proxy and 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, must be lodged with the Company’s share registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before either the time appointed for holding the Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the Meeting or any adjournment thereof if the shareholder so desires.

  3. The ordinary resolutions set out above will be determined by way of poll.

  4. As at the date hereof, the executive directors of the Company are Mr. E Meng, Mr. Zhang Honghai, Mr. Wang Yong, Mr. Yan Qing, Ms. Sha Ning and Mr. Ng Kong Fat, Brian, and the independent nonexecutive directors of the Company are Dr. Jin Lizuo, Dr. Huan Guocang and Dr. Wang Jianping.

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