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Raymond Industrial Limited — Proxy Solicitation & Information Statement 2010
Jan 13, 2010
49052_rns_2010-01-13_ae5844de-82cb-414f-a7bc-a4cc38f52381.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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CNPC (HONG KONG) LIMITED
(incorporated in Bermuda with limited liability)
(HONG K
C O
P N
CN G)
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(Stock Code: 0135)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Special General Meeting of CNPC (Hong Kong) Limited (the “Company”) will be convened at Harbour View Room III & IV, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong, on 28 January 2010 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as an ordinary resolutions of the Company:–
1. “ THAT :
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(i) the transactions contemplated under the Huayou Share Acquisition Agreement (as defined in the circular of the Company in respect of the Huayou Share Acquisition and the Xinjiang Xinjie Assets Disposal dated 13 January 2010 (the “Huayou and Xinjiang Xinjie Circular”)) (a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purposes) be and are hereby generally and unconditionally approved; and
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(ii) any one director (if execution under the common seal of the Company is required, any two directors) of the Company be and is/ are hereby authorised for and on behalf of the Company to sign, and where required, to affix the common seal of the Company to any documents, instruments or agreements, and to do any acts and things deemed by him to be necessary or expedient in order to give effect to the Huayou Share Acquisition (as defined in the Huayou and Xinjiang Xinjie Circular).”
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“ THAT :
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(i) the transactions contemplated under the Refined Oil Storage Assets Disposal Agreement and the Refined Oil Pipeline Transmission Assets Disposal Agreement (both as defined in the Huayou and Xinjiang Xinjie Circular) (a copy of each is tabled at the meeting and marked “B” and “C” respectively and initialled by the chairman of the meeting for identification purposes) be and are hereby generally and unconditionally approved; and
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(ii) any one director (if execution under the common seal of the Company is required, any two directors) of the Company be and is/ are hereby authorised for and on behalf of the Company to sign, and where required, to affix the common seal of the Company to any documents,
* For identification purpose only
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instruments or agreements, and to do any acts and things deemed by him to be necessary or expedient in order to give effect to the Xinjiang Xinjie Assets Disposal (as defined in the Huayou and Xinjiang Xinjie Circular).”
3. “ THAT :
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(i) the transactions contemplated under the Financial Services Agreement (as defined in the circular of the Company dated 13 January 2010 (the “CCT Circular”) (a copy of which is tabled at the meeting and marked “D” and initialled by the chairman of the meeting for identification purposes) be and are hereby generally and unconditionally approved; and
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(ii) any one director (if execution under the common seal of the Company is required, any two directors) of the Company be and is/are hereby authorised for and on behalf of the Company to sign, and where required, to affix the common seal of the Company to any documents, instruments or agreements, and to do any acts and things deemed by him to be necessary or expedient in order to give effect to the transactions contemplated under the Financial Services Agreement.”
4. “ THAT :
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(i) the revised annual caps for the Continuing Connected Transactions (as defined in the CCT Circular) under categories (a)(i) and (a)(ii) for each of the two financial years ending 31 December 2011 as set out in the “Letter from the Board” in the CCT Circular be and are hereby generally and unconditionally approved;
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(ii) any one director (if execution under the common seal of the Company is required, any two directors) of the Company be and is/ are hereby authorised for and on behalf of the Company to sign, and where required, to affix the common seal of the Company to any documents, instruments or agreements, and to do any acts and things deemed by him to be necessary or expedient in order to give effect to the revised annual caps for the Continuing Connected Transactions under categories (a)(i) and (a)(ii) for each of the two financial years ending 31 December 2011 as set out in the “Letter from the Board” in the CCT Circular.”
By Order of the Board Lau Hak Woon Company Secretary
Hong Kong, 13 January 2010
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Notes:
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A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his/ her stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting should he so wish.
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To be valid, the form of proxy, together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s principal office at Rooms 3907 – 3910, 39th Floor, 118 Connaught Road West, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. The form of proxy must be completed strictly in accordance with the instructions set out therein.
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中國石油天然氣集團有限公司 (China National Petroleum Corporation*) and its associates will abstain from voting in respect of Resolutions Nos. 1, 2, 3 and 4.
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Unless otherwise defined, terms used in this notice shall have the same meanings as those defined in the Huayou and Xinjiang Xinjie Circular and the CCT Circular.
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For identification purpose only
As at the date of this announcement, the board of directors of the Company comprises Mr. Li Hualin as Chairman, Mr. Zhang Bowen as the Chief Executive Officer, Mr. Cheng Cheng as Executive Director and Dr. Lau Wah Sum, Mr. Li Kwok Sing Aubrey and Dr. Liu Xiao Feng as Independent Non-Executive Directors.
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