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Natural Beauty Bio-Technology Limited — Proxy Solicitation & Information Statement 2014
Oct 17, 2014
48992_rns_2014-10-17_97ddfcf8-6c66-4b13-918c-ca26d0248c67.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.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Henderson Investment Limited (the “Company”) will be held at Harbour View Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on Tuesday, 4 November 2014 at 11:00 a.m. (“Meeting”) for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution of the Company:
ORDINARY RESOLUTION
“THAT:
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(A) the conditional agreement dated 5 September 2014 and entered into between Newmarket International Limited, a wholly-owned subsidiary of the Company, and Henderson Land Development Company Limited (the “Acquisition Agreement”, a copy of which has been produced to this meeting and marked “A” and signed by the chairman of the Meeting (the “Chairman”) for the purpose of identification) in relation to the Acquisition (as defined and described in the circular dated 17 October 2014 despatched to the shareholders of the Company of which the notice convening the Meeting forms part (the “Circular”), a copy of which has been produced to the Meeting and marked “B” and signed by the Chairman for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(B) the Framework Agreement (as defined and described in the Circular) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(C) the aggregate annual caps in respect of the Continuing Connected Leasing Transactions (as defined and described in the Circular) for the nine years ending 31 December 2023 as stated in the section headed “11. Continuing Connected Transactions and the Framework Agreement — 5. Proposed annual caps” contained in the Letter from the Board in the Circular , be and are hereby approved; and
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(D) the directors of the Company (the “Directors”) be and are hereby authorised for and on behalf of the Company to sign, execute, perfect, perform and deliver all such agreements, instruments, deeds and documents and do all such acts or things and take all steps as they may in their absolute discretion consider to be necessary, desirable or expedient in order to implement or give effect to or complete the Acquisition Agreement, the Framework
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Agreement, the Existing HLD Tenancy Agreements and the transactions contemplated thereunder, and the making and giving of and agreeing to such variations, amendments, modifications, waivers or extensions thereto as the Directors deem to be necessary, desirable or expedient.”
By order of the Board Timon LIU Cheung Yuen Company Secretary
Hong Kong, 17 October 2014
Registered Office:
72-76/F Two International Finance Centre
8 Finance Street Central Hong Kong
Notes:
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(1) At the above Meeting, the Chairman will exercise his power under Article 80 of the Articles of Association to put the resolution to be voted on by way of a poll.
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(2) A member of the Company (“Member”) entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to attend and speak and on a poll, to vote instead of him at the Meeting, and separate proxies may be appointed by a Member to represent the respective number of shares held by the Member as specified in the relevant proxy form. A proxy need not be a Member. The form of proxy and the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of that power of authority) must be lodged at the share registrar of the Company, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or adjourned meeting (as the case may be) at which the person named in such form of proxy proposes to vote or, in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of the poll.
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(3) Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such share shall alone be entitled to vote in respect thereof.
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- (4) For the purpose of determining shareholders of the Company who are entitled to attend and vote at the above Meeting, the Register of Members of the Company will be closed from Monday, 3 November 2014 to Tuesday, 4 November 2014, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending at the above Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Registrar, Tricor Standard Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 31 October 2014.
As at the date of this announcement, the Board comprises: (1) executive directors: Lee Shau Kee (Chairman), Lee Ka Kit, Lam Ko Yin, Colin, Lee Ka Shing and Lee Tat Man; and (2) independent non-executive directors: Kwong Che Keung, Gordon, Ko Ping Keung, Wu King Cheong and Leung Hay Man.
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