Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Milan Station Holdings Limited Proxy Solicitation & Information Statement 2012

Oct 11, 2012

49727_rns_2012-10-11_c3b5d104-0a90-4bc9-8483-e605b460e6eb.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

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.

==> picture [216 x 115] intentionally omitted <==

==> picture [7 x 6] intentionally omitted <==

----- Start of picture text ----- *----- End of picture text -----

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 542)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Morning Star Resources Limited (‘‘Company’’) will be held at Conference Room, 3rd Floor, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 30 October 2012 at 11:00 a.m. (‘‘EGM’’) for the purpose of considering and, if thought fit, passing with or without modification, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

  • (A) the sale and purchase agreement dated 29 June 2012 (as supplemented by the supplemental agreements dated 17 July 2012 and 21 September 2012) (collectively the ‘‘Sale and Purchase Agreement’’) entered into between the Company as the vendor and Affluent Trade Ltd. as the purchaser (a copy of which has been produced to the meeting and marked ‘‘A’’ and initialed by the chairman of the meeting for the purpose of identification) in relation to, among other matters, the sale and purchase of the entire issued share capital of Star Travel Service Limited, Morning Star Travel Service Limited and Morning Star Traveller Plus Limited (the ‘‘Target Companies’’) and the loans owing by the Target Group Companies to the Company and/or its subsidiaries as at completion and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and
  • For identification purpose only

– 1 –

  • (B) the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to execute such all other documents, do all other acts and things and take such action as may in the opinion of the Directors be necessary, desirable or expedient to implement and give effect to the Sale and Purchase Agreement and any other transactions contemplated under the Sale and Purchase Agreement.’’

By order of the Board Morning Star Resources Limited Leung Lai Seung, Candy Company Secretary

Hong Kong, 12 October 2012

Head office and principal place of Registered Office: business in Hong Kong: Caledonian Trust (Cayman) Limited Unit 1803, 18th Floor Caledonian House Tower 1, Enterprise Square 69 Dr. Roy’s Drive 9 Sheung Yuet Road P.O. Box 1043 Kowloon Bay Grand Cayman KY1-1102 Kowloon, Hong Kong Cayman Islands

Notes:

  1. A member of the Company entitled to attend and vote at the Meeting convened by this notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

  2. In order for such appointment to be valid, the form of proxy, and, if required, the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority must be deposited at the Company’s Share Registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.

As at the date of this announcement, the Board comprises Mr. SUNG Wai Man, Peter, Mr. CHI Chi Hung, Kenneth and Mr. YEUNG Kwok Leung, being the Executive Directors; Mr. TSO Shiu Kei, Vincent, being the Non-Executive Director; and Ms. CHAN Hoi Ling, Ms. SO Wai Lam and Mr. SUNG Yat Chun, being the Independent Non-Executive Directors.

– 2 –