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Raymond Industrial Limited — Proxy Solicitation & Information Statement 2011
Feb 18, 2011
49052_rns_2011-02-18_fe813989-bacd-4b91-9f88-ca2af65c8fd2.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 notice, 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 notice.
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KUNLUN ENERGY COMPANY LIMITED (incorporated in Bermuda with limited liability) 昆侖能源有限公司
(Stock Code: 00135) (Formerly known as CNPC (Hong Kong) Limited 中國(香港)石油有限公司*)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Special General Meeting of Kunlun Energy Company Limited (the “ Company ”) will be convened at Everest Room, Level 5, One Pacific Place, 88 Queensway, Hong Kong on 11 March 2011 (Friday) at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions of the Company:-
1. “ THAT :
Conditional upon the Listing Committee of The Hong Kong Stock Exchange Limited approving the listing of and granting permission to deal in 2,194,384,791 ordinary shares of HK$0.01 each in the share capital of the Company to be issued to PetroChina Company Limited (“ PetroChina ”) (or to PetroChina’s nominees(s)) (the “ Consideration Shares ”) under the acquisition agreement (the “ Acquisition Agreement ”) entered into between the Company and PetroChina dated 31 December 2010 (the details of which are set out in the circular dated 19 February 2011 despatched by the Company to its shareholders (the “ Circular ”), a copy of the Acquisition Agreement has been produced at the meeting marked “A”, and signed by the chairman of the meeting for identification purposes), and the transactions contemplated therein, including but not limited to:
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(a) the acquisition of the of 60% equity interest in PetroChina Beijing Gas Pipeline Co., Ltd. by the Company from PetroChina; and
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(b) the issue and allotment of the Consideration Shares at the issue price of HK$10.02 per Consideration Share,
be and are hereby approved, confirmed and ratified, and 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 do all such further acts and things and executed further documents and take all steps which may be in their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the Acquisition Agreement and the transactions contemplated thereunder.”
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2. “ THAT :
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(a) the Revised Caps (as defined under the Circular) for the continuing connected transactions for the financial year ending 31 December 2011 as set out in section VIII(3) of the Circular, be and are hereby approved, ratified and confirmed; and
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(b) 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 Caps.”
3. “ THAT :
The authorised share capital of the Company denominated in Hong Kong currency be increased from HK$80.0 million to HK$160.0 million by the creation of an additional 8,000,000,000 shares of HK$0.10 each in the capital of the Company”
By Order of the Board Lau Hak Woon Company Secretary
Hong Kong, 19 February 2011
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 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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CNPC, PetroChina and its associates will abstain from voting in respect of Resolutions Nos. 1 and 2.
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Unless otherwise defined, terms use in this notice shall have the same meanings as those defined in the Circular.
As at the date of this notice, 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.
- For identification purpose only
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