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RemeGen Co., Ltd. AGM Information 2007

Jul 27, 2007

51206_rns_2007-07-27_f1595bdc-4748-4545-8e1d-edeefc67aa7f.pdf

AGM Information

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HUALI HOLDINGS (GROUP) LIMITED 華力控股(集團)有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 3366)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Huali Holdings (Group) Limited (the “Company”) will be held on 14 August 2007 (Tuesday) at 11:00 a.m. at Suite 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

THAT

  • (1) the sale and purchase agreement entered into between 深圳華力包裝貿易有限公司(Shenzhen Huali Packing & Trading Co., Ltd) (as vendor) and 深圳華僑城房地產有限公司 (Overseas Chinese Town Real Estate Company Limited) (as purchaser) dated 11 July 2007 (the “S&P Agreement”) in relation to the sale of two factory buildings together with the relevant land use rights (the “Properties”) (a copy of which has been produced to the meeting marked “A” and initialled by the Chairman of this meeting for the purpose of identification) and the transaction contemplated therein be and is hereby approved, confirmed and ratified, and each of the directors of the Company be and is hereby authorised to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such 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 S&P Agreement and the transaction contemplated thereunder;

  • (2) the tenancy agreement entered into between 深圳華力包裝貿易有限公司 (Shenzhen Huali Packing & Trading Co., Ltd) (as tenant) and 深圳華僑城房地產有限公司 (Overseas Chinese Town Real Estate Company Limited) (as landlord) dated 11 July 2007 (the “Tenancy Agreement”) in relation to the lease of the Properties (a copy of which has been produced to the meeting marked “B” and initialled by the Chairman of this meeting for the purpose of identification) subject to the annual caps for each of the financial years ended 31 December 2007, 2008, 2009 of RMB1,320,000, 3,166,000 and 3,166,000 respectively, and the transaction contemplated therein be and is hereby approved, confirmed and ratified, and each of the directors of the Company be and is hereby authorised to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such 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 Tenancy Agreement and the transaction contemplated thereunder.”

By Order of the Board FONG Fuk Wai Company Secretary

Hong Kong, 30 July 2007

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Notes:

  1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

  2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

  3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the principal place of business of the Company at Suite 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

  4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

  5. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

  6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

  7. The transfer books and Register of Members of the Company will be closed from 10 August 2007 to 14 August 2007, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrars in Hong Kong, Computershare Hong Kong Investor Services Limited whose share registration public offices are located at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 9 August 2007.

As at the date of this notice, the Board of the Company comprises eight directors, namely: Mr. Zheng Fan, Mr. Ni Zheng, Mr. Liu Danlin and Mr. Zhou Guangneng as executive directors; Ms. Xie Mei as a non-executive director; Ms. Wong Wai Ling, Mr. Chen Xiangdong and Mr. Xiao Yongping as independent non-executive directors.

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