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Long Investment Corp — Proxy Solicitation & Information Statement 2005
Sep 30, 2005
50512_rns_2005-09-30_cabce502-1d79-481d-a7f0-78dd472bfc75.pdf
Proxy Solicitation & Information Statement
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(Incorporated in Bermuda with limited liability)
(Stock Code: 983)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE is HEREBY GIVEN that the Special General Meeting of the Shareholders will be held at Room 103, 1/F., Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong at 10:30 a.m. on November 1, 2005 for the purpose of considering, if thought fit, passing with or without amendments, the following resolutions as ordinary resolution of the Company:
ORDINARY RESOLUTIONS
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“ THAT
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(a) the Olympio Agreement (as defined in the circular to shareholders of the Company dated September 30, 2005 (the “Circular”) and a copy of which has been produced to this meeting marked “A” and signed by the chairman of this meeting for the purpose of identification), the Acquisition and other transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
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(b) any one of the directors of the Company (“Director(s)”) be and is hereby authorised to do all such further acts and things and execute 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 Olympio Agreement, the Acquisition and all other transactions of the Company which arise following completion of the Olympio Agreement, the Acquisition and all other transactions contemplated thereunder with any changes as such Director may consider necessary, desirable or expedient.”
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“ THAT
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(a) the Contribution Agreement (as defined in the Circular and a copy of which has been produced to this meeting marked “B” and signed by the chairman of this meeting for the purpose of identification), the Contribution and other transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(b) the Joint Venture Agreement (as defined in the Circular and a copy of which has been produced to this meeting marked “C” and signed by the chairman of this meeting for the purpose of identification), the Joint Venture and other transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
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(c) any one of the Directors be and is hereby authorised to do all such further acts and things and execute 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 Contribution Agreement, the Joint Venture Agreement, the Contribution, the Joint Venture and all other transactions of the Company which arise following
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completion of the Contribution Agreement, the Joint Venture Agreement, the Contribution, the Joint Venture and all other transactions contemplated thereunder with any changes as such Director may consider necessary, desirable or expedient.”
- “ THAT
the authorised share capital of the Company be increased from HK$400,000,000 to HK$1,000,000,000 by the creation of an additional 600,000,000 new unissued shares of HK$1.00 each in the capital of the Company.”
By Order of the Board Shui On Construction and Materials Limited Tam Ching Wah, Janice Company Secretary
Hong Kong, September 30, 2005
- for identification purpose only
Notes:
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(1) Any member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.
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(2) 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 lodged with the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong not less than 48 hours before the time fixed for holding the meeting.
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(3) The register of members of the Company will be closed from Tuesday, October 25, 2005 to Tuesday, November 1, 2005, both days inclusive, during which period no transfer of shares will be effected.
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(4) The Directors have no present intention to issue any part of the increased share capital save for such fund raising which may be made to re-finance the consideration for the Acquisition and the Contribution mentioned in the Circular.
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The Directors of the Company as at the date of this announcement are as follows:
Executive Directors:
Mr. Vincent Lo Hong Sui (Chairman), Mr. Wilfred Wong Ying Wai (Vice-chairman), Mr. Lawrence Choi Yuk Keung (Vice-chairman), Mr. Frankie Wong Yuet Leung (Chief Executive Officer), Mr. Raymond Wong Fook Lam and Mrs. Vivien Lowe Hoh Wai Wan
Non-Executive Directors:
Mr. Louis Wong Hak Wood and Professor Michael John Enright
Independent Non-Executive Directors:
Mr. Anthony Griffiths, Mr. Moses Cheng Mo Chi and Professor K.C. Chan
Please also refer to the published version of this announcement in South China Morning Post.
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