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Lajin Entertainment Network Group Limited — Proxy Solicitation & Information Statement 2008
Mar 7, 2008
51309_rns_2008-03-07_720d3a7f-d015-42ca-a7fa-03f0267f84d3.pdf
Proxy Solicitation & Information Statement
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GOLIFE CONCEPTS HOLDINGS LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8172)
NOTICE OF ExTraOrDINary GENEraL MEETING
NOTICE IS HErEBy GIVEN t hat an extraordinary general meeting (the “ Meeting ”) of Golife Concepts Holdings Limited (the “ Company ”, which together with its subsidiaries, the “ Group ”) will be held at 22/F., Wyndham Place, 40-44 Wyndham Street, Central, Hong Kong at 11:00 a.m. on 31 March 2008 for the purpose of considering and, if thought fit, passing with or without amendments the following resolutions as ordinary solutions of the Company:
OrDINary rESOLUTIONS
“ THaT :
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(a) the conditional sale and purchase agreement dated 8 November 2007 as amended by an amendment to share purchase agreement dated 14 February 2008 (a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose) entered into between the Company, Credit Lyonnais Capital Investissement, Credit Lyonnais Developpement 2, Mr Pierre Hemar, Lion Capital Investissement, Nollius BV and Quilvest France (the “Sellers”) and Mr. Claude Lalanne Costa (the “Acquisition Agreement”) and any subsequent amendments in respect of the acquisition of 1,406,196 shares of EUR1 each in the issued share capital of Financière Solola (the “Sale Shares”) and 1,400,000 8- year convertible bonds issued by Financière Solola on 27 February 2003 for an amount of EUR1,400,000 bearing an interest of 1% per annum, entitling the holders to convert into 1,400,000 shares of Financière Solola upon conversion until 3 months before 27 February 2011 (the “FS Convertible Bonds”) (the “Acquisition”) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;
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(b) any one director, or any one director and the secretary or any two directors of the Company if the affixation of the common seal of the Company is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in or relating to the Acquisition and the Acquisition Agreement and completion thereof including to obtain financing for its payment obligations in connection with the Acquisition and under Acquisition Agreement as he/she/they may consider necessary, desirable or expedient.”
By Order of the Board LO Mun Lam, raymond Executive Director
Hong Kong, 8 March 2008
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Registered office: Century Yard Cricket Square Hutchins Drive P.O. box 2681 GT Grand Cayman, KY1-1111 Cayman Islands British West Indies
Head office and principal place of business in Hong Kong: Suite A, 15/F., Wyndham Place, 40-44 Wyndham Street, Central, Hong Kong
Notes:
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The ordinary resolutions to be considered at the extraordinary general meeting will be decided by a poll. On voting by poll, each member shall have one vote for each share hold in the Company.
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A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.
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A form of proxy for use at the extraordinary general meeting is enclosed herewith.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney, duly authorized in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized.
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To be valid, the instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time for holding the extraordinary general meeting.
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Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person at the meeting if the member so desires and in such event, the instrument appointing the proxy shall be deemed to be revoked.
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In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto to if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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As at the date of this announcement, the board of directors of the Company comprises three executive directors, namely Mr. LO Mun Lam, Raymond, Ms. GOUW San Bo Elizabeth and Mr. Richard YEN; two non-executive directors, namely Mr. Duncan CHIU and Ms. YU Wai Yin, Vicky; and three independent non-executive directors, namely Mr. LUM Pak Sum, Mr. SUM Chun Ho and Mr. WAN Kwok Pan.
This announcement will be published on the GEM website on the “Latest Company Announcement” page for at least 7 days from the date of publication and on the Company’s website www.golife.com.hk.
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