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Novautek Technologies Group Limited — Proxy Solicitation & Information Statement 2004
May 14, 2004
49267_rns_2004-05-14_a8bcd66f-591f-4fce-b575-c1903f0d30f4.pdf
Proxy Solicitation & Information Statement
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APPLIED INTERNATIONAL HOLDINGS LIMITED
APPLIED INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
Stock code: 519
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of APPLIED INTERNATIONAL HOLDINGS LIMITED (the “ Company ”) will be held at the Kam Shan Room, the American Club, 49th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong on Wednesday, 16 June 2004 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution as a special resolution of the Company:
SPECIAL RESOLUTION
“ THAT with effect from 9:30 a.m. (Hong Kong time) on the next trading day (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”)) after the day on which this resolution is duly passed (the “ Effective Date ”) and conditional upon the Stock Exchange granting the listing of, and permission to deal in, the New Shares (as defined below) in issue prior to the Effective Date:
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(a) the par value of HK$0.20 of each share of the Company in issue (“ Share ”) be reduced from HK$0.20 to HK$0.01 by cancelling the paid-up capital to the extent of HK$0.19 on each Share in issue (the “ Capital Reduction ”) such that the par value of each issued share in the capital of the Company be reduced to HK$0.01 and the issued share capital of the Company of HK$188,216,149 be reduced by about HK$178,805,342 to about HK$9,410,807;
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(b) each authorised but unissued Share of HK$0.20 be subdivided into 20 new shares (“ New Shares ”) of HK$0.01 each;
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(c) the authorised share capital of the Company be reduced from HK$400,000,000 divided into 40,000,000,000 New Shares to HK$60,000,000 divided into 6,000,000,000 New Shares;
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(d) the entire amount standing to the credit of the Company’s share premium account be reduced (the “ Reduction in the Share Premium Account ”);
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(e) the credit arising from the Capital Reduction and the Reduction in the Share Premium Account be transferred to the contributed surplus account of the Company and, upon transfer, be applied against the unaudited accumulated losses of the Company as at 31 December 2003; and
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(f) any director of the Company be authorised to do all acts and things which in his opinion are necessary to effect and implement any of the foregoing.”
By Order of the Board Applied International Holdings Limited Hung Kin Sang, Raymond Chairman
Hong Kong, 14 May 2004 Head office and principal place of business: 41/F., Far East Finance Centre 16 Harcourt Road Central Hong Kong Notes:
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A form of proxy for use at the meeting is enclosed herewith.
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The form of proxy shall be in writing under the hands of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer or attorney authorised to sign the same.
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Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him/ her. A proxy need not be a member of the Company.
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In order to be valid, the 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 such power or authority, must be lodged at the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Room 1712-1716, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be).
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Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
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Where there are joint registered holders of any Share(s), any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such Share(s) as if he/she solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the name stand in the register of members of the Company in respect of the joint holding of the share(s).
As at the date hereof, Messrs. Raymond Hung Kin Sang, Mimi Hung Wong Kar Gee and Fang Chin Ping are executive directors; Messrs. Lincoln Soo Hung Leung is an non-executive director and Messrs. Lo Yun Tai and Lun Tsan Kau are independent non-executive directors of the Company.
Please also refer to the published version of this announcement in China Daily dated 14 May 2004.
APPLIED INTERNATIONAL HOLDINGS LIMITED 14-5-2004
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