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Luen Thai Holdings Limited Proxy Solicitation & Information Statement 2012

Jun 19, 2012

49115_rns_2012-06-19_8cfac7ce-9c8f-498a-9850-3dee305d9862.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

LUEN THAI HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘the ‘‘EGM’’) of Luen Thai Holdings Limited (the ‘‘Company’’) will be held at Room 1004, 10/F, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on 9 July 2012 Monday at 9 a.m., or any adjournment thereof, for the purpose of considering and, if thought fit, passing (with or without amendments) the following ordinary resolution of the Company:

‘‘THAT:

  • (a) the Sale and Purchase Agreement dated 30 May 2012 (‘‘Sale and Purchase Agreement’’) entered into between Luen Thai Enterprises Limited as the vendor and Luen Thai Overseas Limited as the purchaser in relation to the acquisition of the entire interest in Luen Thai Industrial Company Limited, the terms of the Sale and Purchase Agreement and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified (as the case may be); and

  • (b) the directors of the Company (the ‘‘Directors’’) be and are hereby generally and unconditionally authorized to do all such acts and things and to sign and execute all such documents and to take all such steps which, in the opinion of the Directors, may be necessary, desirable or expedient to give effect to the terms of, or the transactions contemplated by the Sale and Purchase Agreement and to agree to such variation, amendment or waiver or matter relating thereto as are, in the opinion of the Directors, not of a material nature and in the interests of the Company and its shareholders as whole.’’

By order of the Board Tan Siu Lin Chairman

Hong Kong, 20 June 2012

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Registered Office Head Office and Principal Place of Cricket Square, Business in Hong Kong Hutchins Drive, 5/F, Nanyang Plaza, P.O. Box 2681 Grand Cayman, 57 Hung To Road, KY1-1111 Kwun Tong, Kowloon, Cayman Islands Hong Kong

Notes:

  • i. A member entitled to attend and vote at the meeting convened is entitled to appoint another person(s) as his proxy to attend and vote in his stead. A proxy does not need to be a member of the Company.

  • ii. 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 of that power of attorney shall be deposited at Computershare Hong Kong Investor Services Limited at 17M, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the meeting or any adjournment thereof should he so wish.

  • iii. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names and stand in the Register of Members of the Company in respect of the joint shareholding.

  • iv. A form of proxy for use at the EGM is enclosed herewith.

As at the date hereof, the Board of Directors of the Company comprise the following Directors:

Executive Directors: Tan Siu Lin (Chairman) Tan Henry Tan Cho Lung, Raymond Tan Sunny Mok Siu Wan, Anne

Independent Non-executive Directors: Chan Henry Cheung Siu Kee Seing Nea Yie

Non-executive Directors: Tan Willie Lu Chin Chu

Website: www.luenthai.com

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