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Litu Holdings Limited — Proxy Solicitation & Information Statement 2011
Jun 24, 2011
49624_rns_2011-06-23_0ac45589-6814-46f3-9ba4-d4c34d0c6d64.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.
BRILLIANT CIRCLE HOLDINGS INTERNATIONAL LIMITED 貴聯控股國際有限公司
(formerly known as CT Holdings (International) Limited 詩天控股(國際)有限公司 ) (incorporated in the Cayman Islands with limited liability) (Stock Code: 1008)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Brilliant Circle Holdings International Limited (the “ Company ”) will be held at Sportful Garden Restaurant, Shop No. 312, 3rd Floor, Nina Tower, 8 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong on Wednesday, 13 July 2011 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:
ORDINARY RESOLUTION
“ THAT :
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(a) the sale and purchase agreement (the “ Sale and Purchase Agreement ”) entered into between Brilliant Circle Development Limited as purchaser and Best Modern Holdings Limited (the “ Vendor ”) as vendor dated 24 May 2011 in relation to the acquisition (the “ Acquisition ”) of 100 ordinary shares of US$1.00 each in the issued share capital of Champion League Investment Holdings Limited (the “ Target ”) at a consideration of HK$630,000,000, a copy of the Sale and Purchase Agreement having been produced to the EGM and marked “A” and initialed by the chairman of the EGM for the purpose of identification, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;
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(b) the issue of a promissory note (the “ Promissory Note ”) up to the principal amount of HK$580,000,000 bearing interest at the rate of 2% per annum by the Company to the Vendor pursuant to the terms and conditions of the Sale and Purchase Agreement be and is hereby approved; and
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(c) any one or more directors of the Company be and are hereby authorised to do all such acts and things as he/she/they consider(s) necessary or expedient for the purpose of giving effect to the Sale and Purchase Agreement and completing the transactions contemplated thereby including but not limited to the issue of the Promissory Note.”
By order of the Board Brilliant Circle Holdings International Limited Kiong Chung Yin, Yttox
Executive Director
Hong Kong, 24 June 2011
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Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Suites 2301-2, 23rd Floor P.O. Box 2681 Tower Two, Nina Tower Grand Cayman KY1-1111 8 Yeung Uk Road Cayman Islands Tsuen Wan New Territories Hong Kong
Notes:
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1 A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.
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2 In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.
- Completion and return of the form of proxy will not preclude a member of the Company from attending in person and voting at the EGM or any adjournment thereof should he/she/it so wish.
As at the date of this announcement, the Board comprises five executive Directors, namely, Mr. Tsoi Tak (Chairman), Mr. Cai Xiao Ming, David (Vice-Chairman), Ms. Wu Sin Wah, Eva, Mr. Cai Xiao Xing and Mr. Kiong Chung Yin, Yttox, one non-executive Director, namely Mr. Sean Xing He and three independent non-executive Directors, namely, Mr. Lui Tin Nang, Mr. Lam Ying Hung, Andy and Mr. Siu Man Ho, Simon.
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