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Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2009
May 26, 2009
50538_rns_2009-05-26_dbd53672-7b3d-449a-a0ab-4c06ec8104e7.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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RISING DEVELOPMENT HOLDINGS LIMITED
( )[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 1004)
NOTICE OF SPECIAL GENERAL MEETING THE DEEDS OF SETTLEMENT
AND
THE SUBSCRIPTION AGREEMENTS
NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Rising Development Holdings Limited (the “Company”) will be held at Rooms 2004-2005, 20/F, World Trade Centre, 280 Gloucester Road, Causeway Bay Hong Kong at 4:30 p.m. on 12 June 2009 for the purpose of considering and, if thought fit, passing, the following resolution as an ordinary resolution:
ORDINARY RESOLUTION
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“ THAT
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(a) the Subscription Agreements (as defined in the circular dated 27 May 2009 despatched to the shareholders of the Company (the “Circular”), 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), copies of which has been produced to the meeting and marked “B”, and initialed by the chairman of the Meeting for the purpose of identification and the terms thereof be and are hereby approved, confirmed and ratified;
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(b) the issue of the New Convertible Notes (as defined in the Circular) in favour of each of the CN Holders (as defined in the Circular) in each case pursuant to the terms of the respective Subscription Agreements (as defined in the Circular) be and are hereby approved;
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(c) the issue and allotment of new Shares (as defined in the Circular) from time to time upon exercise of the conversion rights under the New Convertible Notes (as defined in the Circular) be and are hereby approved;
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(d) all other transactions contemplated under the Subscription Agreements (as defined in the Circular) be and are hereby approved; and
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- (e) any one director of the Company be and is hereby authorised to do all such acts and things and execute such other documents as he in his sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and complete the Subscription Agreements (as defined in the Circular) and the transactions contemplated thereunder including without limitation the issue of the New Convertible Notes (as defined in the Circular) and the issue and allotment of new Shares (as defined in the Circular) from time to time upon exercise of the conversion rights under the New Convertible Notes (as defined in the Circular), and, where required, any amendment of the terms of the Subscription Agreements (as defined in the Circular) and/or the New Convertible Notes (as defined in the Circular) whether or not as required by, or for the purposes of obtaining the approval of the relevant authorities or to comply with all applicable laws, rules and regulations.”
By order of the board of Rising Development Holdings Limited Lai Leong Chairman
Hong Kong, 27 May 2009
Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda
Principal place of business in Hong Kong: Rooms 2004-2005, 20/F World Trade Centre 280 Gloucester Road Causeway Bay Hong Kong
Notes:
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Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one, or if such member is a holder of more than one Share, more proxies to attend and vote in his/her stead. Where a member appoints more than one proxy, the instrument of proxy shall state which proxy is entitled to vote on a poll. A proxy need not be a member of the Company.
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In order to be valid, the form of proxy must be duly lodged at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.
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Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.
As at the date of hereof, the executive Directors are Mr. Lai Leong, Mr. Lee Yuk Lun, Mr. Kong Shan, David and the independent non-executive Directors are Mr. Fok Ho Yin, Thomas, Mr. Tsui Ching Hung, Mr. Tso Hon Sai, Bosco.
- For identification purpose only
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