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REPT BATTERO Energy Co., Ltd. — Proxy Solicitation & Information Statement 2006
Feb 16, 2006
49377_rns_2006-02-16_5ba19bb9-998b-44ae-806e-0e30b858834d.pdf
Proxy Solicitation & Information Statement
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ORIENT INDUSTRIES HOLDINGS LIMITED 東方工業控股有限公司 *
(formerly known as Jackley Holdings Limited)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 353)
NOTICE OF EGM
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Orient Industries Holdings Limited (the “ Company ”) will be held at Suites 5303-4, 53/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 10 March 2006 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions which will be proposed as ordinary resolutions:
ORDINARY RESOLUTIONS
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“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the approval of the listing of, and permission to deal in the ordinary shares of HK$0.01 each (the “ Share(s) ”) in the share capital of the Company mentioned below, the directors of the Company (the “ Directors ”) be and are hereby authorised to allot, issue and deal with the 10,516,827 Shares at a price of HK$0.32 per Share as part of the consideration to the acquisition contemplated under the acquisition agreement dated 3 December 2005 entered into between CMST Guangzhou China National Materials Storage and Transportation Guangzhou Corp. as vendor and Aurora Logistic Software Development Limited as the purchaser (a copy of which is produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purpose of identification).”
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“ THAT :
- (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the Stock Exchange, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and
- For identification purposes only
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deal with unissued Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
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(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and
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(d) for the purposes of this resolution:
“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “ Companies Law ”) or any other applicable law of the Cayman Islands to be held; and
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(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.
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“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”
- “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, any Shares to be issued pursuant to the exercise of options which may be granted under the Refreshed General Scheme Limit (as defined below), the existing limit on the grant of options under the share option scheme adopted by the Company on 6 June 2002 (the “ Share Option Scheme ”) be and is hereby refreshed so that the total number of Shares to be allotted and issued upon exercise of any options to be granted under the Share Option Scheme and any other share option scheme of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other share option schemes of the Company) shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution (the “ Refreshed General Scheme Limit ”) and the Directors be and are hereby authorized to do such acts and execute such documents to effect the Refreshed General Scheme Limit and to exercise all powers of the Company to allot, issue and deal with the Shares pursuant to the exercise of such options.”
SPECIAL RESOLUTION
1. “THAT:
- (a) the English name of “Orient Industries Holdings Limited” be and is hereby changed to “Aurora Global Investment Holdings Limited” and the Chinese name of “東方 工業控股有限公司 ” be and is hereby changed to “旭日環球投資控股有限公司 ” for identification purposes only and for registration purpose under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong); and
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- (b) the Directors be and are hereby authorised to do all such acts and things and execute all such documents they consider necessary or expedient to give effect to the change in the English and Chinese names of the Company.”
By Order of the Board Pang Man Kin, Nixon Director
Hong Kong, 16 February 2006
Registered Office: Head office and principal place Codan Trust Company (Cayman) Limited business in Hong Kong: Century Yard, Cricket Square Suites 5303-4, 53/F Hutchins Drive, P.O. Box 2681 GT Central Plaza George Town 18 Harbour Road Grand Cayman Wanchai Cayman Islands Hong Kong British West Indies
Notes:
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Any member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company but must be present in person to represent the member.
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Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Shares as if he is solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members in respect of such Share shall alone be entitled to vote in respect thereof.
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The form of proxy and power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority must be delivered to the office of Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding of the meeting or adjourned meeting (as the case may be) and in default the form of proxy shall not be treated as valid. Completion
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and return of the form of proxy shall not preclude members from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they so wish. If a member who has lodged a form of proxy attends the meeting, his form of proxy will be deemed to have been revoked.
As at the date of the announcement, the executive Directors are Mr. Pang Man Kin, Nixon, Mr. Tsao Ke Wen, Calvin, Mr. Lam Shu Chung, Mr. Law Fei Shing and Mr. So Chi Keung, the non-executive Director is Dr. Ma Chung Wo, Cameron and the independent-non executive Directors are Mr. Poon Chiu, Mr. Lum Pak Sum and Mr. Li Chak Hung.
Please also refer to the published version of this announcement in The Standard.
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