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KPa-BM Holdings Limited Proxy Solicitation & Information Statement 2007

Jul 12, 2007

50743_rns_2007-07-12_3f4cc7a4-6264-4d66-b034-26f9be33d630.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability) (Stock Code: 1193)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of China Resources Logic Limited (the “Company”) will be held at Rooms 4003-06, 40th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong at 4:15p.m. on Monday, 30th July, 2007 for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT the sale and purchase agreement dated 21st June, 2007 and entered into among the Company, CRT (BVI) Limited, a wholly owned subsidiary of the Company and Gradison Limited (the “Agreement”), a copy of which marked “A” has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, pursuant to which CRT (BVI) Limited agree to sell the entire issued share capital of China Resources Cooling Technology Co. Ltd. to Gradison Limited for a consideration of HK$1,170,000,000 and all the transactions contemplated thereunder be and is hereby approved, and the directors of the Company (or any one of them) and the directors of CRT (BVI) Limited (or any one of them) be and are hereby authorized for and on behalf of the Company and CRT (BVI) Limited to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as they may in their discretion consider necessary or desirable or expedient for the purpose of, or in connection with, the Agreement and to make and agree to such variations of a non-material nature in or to the terms of the Agreement as they may in their discretion consider to be desirable and in the interests of the Company and CRT (BVI) Limited.”

By Order of the Board China Resources Logic Limited LEE Yip Wah, Peter Company Secretary

Hong Kong, 13th July, 2007

Registered office:

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal place of business: Rooms 4003-06 40th Floor, China Resources Building 26 Harbour Road Wanchai Hong Kong

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Notes:

  1. Any member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

  2. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s principal place of business not less than 48 hours before the time appointed for holding the meeting. Completion and return of a form of proxy will not preclude you from attending and voting in person if you are subsequently able to be present.

  3. According to Rule 13.39(4) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”), any vote taken at the special general meeting shall be taken by poll. The Company shall announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

  4. As at the date of this notice, the Executive Directors of the Company are Mr. ZHU Jinkun, Mr. WANG Guoping, Mr. ONG Thiam Kin and Mr. CHEN Cheng-yu, Peter, the Non-executive Directors of the Company are Mr. JIANG Wei, Mr. LIU Yanjie and Mr. LI Fuzuo and the Independent Non-executive Directors of the Company are Mr. WONG Tak Shing, Mr. LUK Chi Cheong, Mr. KO Ping Keung and Mr. YANG Chonghe, Howard.

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