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Qiniu Limited — Proxy Solicitation & Information Statement 2008
Dec 30, 2008
50678_rns_2008-12-30_0c74e564-1f21-45ca-ae05-5366f1d633b4.pdf
Proxy Solicitation & Information Statement
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RONTEX INTERNATIONAL HOLDINGS LIMITED 朗迪國際控股有限公司 [*]
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1142)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Rontex International Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) will be held at 19/F, Chun Wo Commercial Centre, 23-29 Wing Wo Street, Central, Hong Kong on Friday, 16 January 2009 at 3:30 p.m. for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
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“ THAT
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(a) the acquisition agreement dated 31 October 2008 (the “ Acquisition Agreement ”) entered into among (i) Cordia Global Limited (the “ Vendor ”) as vendor, (ii) Grandvest International Limited (the “ Purchaser ”), a wholly-owned subsidiary of the Company, as purchaser, (iii) Mr. Choi Sungmin, the sole beneficial owner of the Vendor, as warrantor of the Vendor in respect of the Acquisition Agreement, and (iv) the Company as guarantor of the Purchaser in respect of the Acquisition Agreement, in relation to the acquisition by the Group of 90% of the entire issued share capital of Langfeld Enterprises Limited (which is the beneficial owner of 70% equity interest in LLC “Shakhta Lapichevskaya”), a copy of the Acquisition Agreement has been produced to this meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated by the Acquisition Agreement (including but not limited to (i) the issue of convertible notes and execution of relevant security document thereunder, (ii) the allotment and issue of new shares upon conversion of such convertible notes, and (iii) the exercise of call option held by Langfeld Enterprises Limited to acquire additional 10% equity interest in LLC “Shakhta Lapichevskaya”) be and are hereby approved, confirmed and ratified; and
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(b) the directors of the Company be and are hereby authorised to do all other acts and things and execute all documents which they consider necessary or expedient for the implementation of and giving effect to the Acquisition Agreement and the transactions contemplated thereunder.”
* for identification purpose only
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“ THAT
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(a) the authorised share capital of the Company be increased from HK$100,000,000 divided into 10,000,000,000 shares of HK$0.01 each to HK$1,000,000,000 divided into 100,000,000,000 of HK$0.01 each by the creation of additional 90,000,000,000 shares of HK$0.01 each; and
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(b) the directors of the Company be and are hereby authorised to do all other acts and things and execute all documents which they consider necessary or expedient for the implementation of and giving effect to the increase of authorised share capital of the Company.”
By order of the Board Rontex International Holdings Limited Li Wing Sang Deputy Chairman
Hong Kong, 31 December 2008
Registered office: Head office and principal place of Cricket Square, business in Hong Kong: Hutchins Drive, 23rd Floor, P.O. Box 2681, Chun Wo Commercial Centre, Grand Cayman KY1-1111, 23-29 Wing Wo Street, Cayman Islands Central, Hong Kong
Notes:
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A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.
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In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
As at the date of this announcement, the Board comprises Mr. Chiu Chi Hong, Mr. Li Wing Sang and Mr. Lim Ho Sok as executive directors of the Company and Mr. Liew Swee Yean, Mr. Tam Tak Wah and Mr. Yoshinori Suzuki as independent non-executive directors of the Company.
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