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Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2014
Dec 30, 2014
50538_rns_2014-12-30_a3b7b271-60e9-4361-a067-54705c54a70c.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 (麗盛集團控股有限公司)[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 1004)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the special general meeting (the “ Meeting ”) of Rising Development Holdings Limited (the “ Company ”) will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on 16 January 2015, at 3:00 p.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT
- (a) the transactions contemplated under the conditional acquisition agreement dated 27 May 2014 (as supplemented by the first supplemental agreement dated 14 July 2014, the second supplemental agreement dated 10 December 2014 and the third supplemental agreement dated 30 December 2014) (the “ Acquisition Agreement ”) (a copy of which has been produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purpose of identification) entered into among Linkage Group Limited (the “ Vendor ”), Surplus Basic Limited, an indirect wholly-owned subsidiary of the Company (as purchaser) and Mr. Xu Hua(徐化)(as guarantor of the Vendor) in respect of the proposed acquisition of the entire issued share capital of Rander International Limited (the “ Target ”) together with all amounts outstanding and owing by the Target to the Vendor as at the date of completion of the Acquisition Agreement at an aggregate consideration of HK$500 million (subject to adjustment), as to HK$240 million to be satisfied by the allotment and issue by the Company of 1,043,478,260 ordinary shares of the Company at an issue price of HK$0.23 each and as to the balance to be settled in cash, be and are hereby approved; and
- For identification purpose only
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- (b) the Directors be and are hereby authorised for and on behalf of the Company to do all such acts and take all steps which they may consider necessary, desirable or expedient to implement and/or give effect to the transactions contemplated under Acquisition Agreement (including to authorize any amendment, supplementation and/or waiver of any terms thereunder).”
By Order of the Board Rising Development Holdings Limited Mr. Lai Leong Chairman
Hong Kong, 31 December 2014
Notes:
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A form of proxy for use at the meeting is enclosed herewith.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized.
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Any shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a shareholder of the Company.
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The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company’s branch registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting.
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Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should you so wish, and in such an event, the form of proxy shall be deemed to be revoked.
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Where there are joint registered holders of any share, any one of such persons may vote at any 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 be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
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As at the date of this notice, Mr. Lai Leong, Mr. Kong Shan, David, Mr. Lam Kwan Sing, Mr. Wong Nga Leung, Mr. Hon Ming Sang and Mr. Zhou Chengrong are the executive directors of the Company; and Mr. Fok Ho Yin, Thomas, Mr. Tsui Ching Hung and Ms. Cheung Oi Man, Amelia are the independent non-executive directors of the Company.
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