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Persistence Gold Group Ltd Proxy Solicitation & Information Statement 2002

Mar 1, 2002

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YING WING HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a Special General Meeting of Ying Wing Holdings Limited ("Company") will be held at Shanghai Room II, 3rd Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Monday, 11th March, 2002 at 10:30 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

"THAT the sale and purchase agreement dated 22nd January, 2002 (the "Agreement") entered into between the Company's wholly-owned subsidiary, Park Well International Group Ltd. as vendor and Feng Lin Holdings Ltd as purchaser for the sale and purchase of the entire issued share capital of a) Cai Yi Feng Trading Limited, b) Hanover VCL Trading Limited, c) Transfit Garments Limited and d) Vastco (H.K.) Limited respectively, a copy of which has been produced to the meeting marked "A" and has been signed by the chairman of the meeting for the purpose of identification, and all transactions contemplated therein be and are hereby approved and confirmed in all respects; and THAT any one director of the Company be and is hereby authorized on behalf of the Company:

(a) to sign, seal, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as he/she may in his/her discretion consider necessary or desirable for the purpose of or in connection with the implementation of the Agreement;

(b) to exercise or enforce all of the rights of Park Well International Group Ltd. or the Company under the Agreement; and

(c) to complete the Agreement in accordance with their terms."

By Order of the Board

Ying Wing Holdings Limited

Tsoi Hon Chung

Chairman

Hong Kong, 28th February, 2002

Head office and principal place of business in Hong Kong:

Room 3101, 31st Floor,

Top Glory Tower,

262 Gloucester Road,

Causeway Bay

Hong Kong

Notes:

(1) A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

(2) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrars of the Company, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

(3) Completion and return of the form of proxy will not preclude members from attending and voting at the special general meeting.

  1. The register of members of the Company will be closed from 7th March, 2002 to 11th March, 2002 (both dates inclusive) during which no transfer of shares will be registered. In order to qualify for voting at the special general meeting, members are reminded to ensure that all instruments of transfer of shares accompanied by the relevant share certificate(s), must be lodged with the Company's branch share registrar in Hong Kong, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong for registration not later than 4:00 p.m. on 6th March, 2002.

Please also refer to the published version of this announcement in the Hong Kong iMail Post dated 1/3/2002