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Orient Overseas (International) Limited Proxy Solicitation & Information Statement 2001
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Download source file江蘇寧滬高速公路股份有限公司
Jiangsu Expressway Company Limited
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the First Special General Meeting for the year 2001 will be held at Jiangsu Communications Building, 69 Shigu Road, Nanjing, the PRC on Monday, 9th April, 2001 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, which will be proposed as ordinary resolutions:--
Ordinary Resolutions
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“THAT the appointment of Mr. Shen Chang-quan (沈長全) as a director of the Company be and is hereby approved, that the service contract between the Company and Mr. Shen Chang-quan be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract for and on behalf of the Company.”
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“THAT the appointment of Mr. Zhou Jian-qiang (周建強) as a director of the Company be and is hereby approved, that the service contract between the Company and Mr. Zhou Jian-qiang be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract for and on behalf of the Company.”
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“THAT the appointment of Mr. Cui Xiao-long (崔小龍) as a director of the Company be and is hereby approved, that the service contract between the Company and Mr. Cui Xiao-long be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract for and on behalf of the Company.”
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“THAT the appointment of Mr. Zhu Yao-ting (朱耀庭) as a director of the Company be and is hereby approved, that the service contract between the Company and Mr. Zhu Yao-ting be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract for and on behalf of the Company.”
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“THAT the appointment of Mr. Chen Xiang-hui (陳祥輝) as a director of the Company be and is hereby approved, that the service contract between the Company and Mr. Chen Xiang-hui be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract for and on behalf of the Company.”
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“THAT the appointment of Mr. Xu Yang (徐揚) as a supervisor of the Company be and is hereby approved, that the service contract between the Company and Mr. Xu Yang be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract for and on behalf of the Company.”
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“THAT the appointment of Mr. Du Wen-yi (杜文毅) as a supervisor of the Company be and is hereby approved, that the service contract between the Company and Mr. Du Wen-yi be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract for and on behalf of the Company.”
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“THAT the appointment of Madam Ma Ning (馬寧) as a supervisor of the Company be and is hereby approved, that the service contract between the Company and Madam Ma Ning be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract for and on behalf of the Company.”
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“THAT the resignation of Mr. Zhang Jun-yuan (章俊元) as director of the Company be and is hereby approved, that the service contract termination agreement to be entered into by the Company with Mr. Zhang Jun-yuan (章俊元) be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract termination agreement for and on behalf of the Company.”
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“THAT the resignation of Mr. Le Jia-hua (樂家驊) as director of the Company be and is hereby approved, that the service contract termination agreement to be entered into by the Company with Mr. Le Jia-hua (樂家驊) be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract termination agreement for and on behalf of the Company.”
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“THAT the resignation of Madam Xu Yi-qun (徐軼群) as director of the Company be and is hereby approved, that the service contract termination agreement to be entered into by the Company with Madam Xu Yi-qun (徐軼群) be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract termination agreement for and on behalf of the Company.”
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“THAT the retirement of Mr. Xu Hua-qiang (徐華強) as director of the Company be and is hereby approved, that the service contract termination agreement to be entered into by the Company with Mr. Xu Hua-qiang (徐華強) be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract termination agreement for and on behalf of the Company.”
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“THAT the retirement of Mr. Zhang Quan-geng (張全庚) as director of the Company be and is hereby approved, that the service contract termination agreement to be entered into by the Company with Mr. Zhang Quan-geng (張全庚) be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract termination agreement for and on behalf of the Company.”
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“THAT the resignation of Mr. Geng Liu-yu (耿流玉) as supervisor of the Company be and is hereby approved, that the service contract termination agreement to be entered into by the Company with Mr. Geng Liu-yu (耿流玉) be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract termination agreement for and on behalf of the Company.”
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“THAT the resignation of Mr. Wu Zan-ping (吳贊平) as supervisor of the Company be and is hereby approved, that the service contract termination agreement to be entered into by the Company with Mr. Wu Zan-ping (吳贊平) be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract termination agreement for and on behalf of the Company.”
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“THAT the resignation of Mr. Xing Guo-qiang (邢國強) as supervisor of the Company be and is hereby approved, that the service contract termination agreement to be entered into by the Company with Mr. Xing Guo-qiang (邢國強) be and is hereby approved and that the legal representative of the Company be and is hereby authorised to execute the service contract termination agreement for and on behalf of the Company.”
By order of the Board
Yao Yong Jia Lam Che Wah, Danny
Joint Company SecretariesNanjing, the PR
20th February, 2001
Notes:
(1) Persons who hold shares of the Company and whose names appear on the register of members as at 9th March, 2001 shall be entitled to attend the meeting after completing and returning to the Company the attached confirmation slip by 19th March, 2001. Further details are set out in the confirmation slip and explanation thereto.
(2) Holders of shares who wish to be registered as shareholders as at 9th March, 2001 must deliver their instruments of transfer together with the relevant share certificates to the Registrar of shares of the Company, on 2/F, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong, no later than 4:00 p.m. on 9th March, 2001. No transfers will be registered in the register of members of the Company for a period of 30 days prior to the date of the special general meeting (i.e. between 10th March, 2001 to 8th April, 2001, both dates inclusive).
(3) A shareholder who has the right to attend and vote at the meeting is entitled to appoint a proxy (whether or not a member) to attend and vote on his behalf. A shareholder (or his proxy) is entitled to cast one vote for each share he holds or represents. Notwithstanding completion and delivery of the form of proxy, a shareholder may still attend and vote at the meeting. This notice, the related proxy form and confirmation slip (together with information on the proposed directors and supervisors and a summary of the major terms of their respective service contracts) will be despatched to shareholders as soon as practicable.
(4) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. In the event that such instrument is signed by an attorney of the appointor, an authorisation that authorised such signatory shall be notarized. To be valid, such notarized authorization together with the form of proxy must be delivered to the Secretary’s Office of the meeting not less than 24 hours before the time appointed for holding of the meeting. The form of proxy for use at the meeting will be despatched to shareholders.
(5) The meeting will last for half a day. Shareholders attending the meeting will be responsible for their own accommodation and travelling expenses.
| (6) | Address: | Securities Department 27th Floor, Jiangsu Communication Building 69 Shigu Road, Nanjing, the PRC |
| Postal code: | 210004 | |
| Tel: | (86 25) 420 0999 (ext. 4716/4469332/4469568) | |
| Fax: | (86 25) 446 6643/420 7788 |