Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Rykadan Capital Limited Proxy Solicitation & Information Statement 2012

Jun 1, 2012

50499_rns_2012-06-01_ba12763e-da4e-44f1-8646-0ef1f81049ba.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

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.

SUNDART INTERNATIONAL HOLDINGS LIMITED 承達國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2288)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Sundart International Holdings Limited (the “ Company ”) will be held at 3:00 p.m. on 20 June 2012 at Centenary Room I, Marco Polo Hongkong Hotel, 3 Canton Road, Harbour City, Tsim Sha Tsui, Hong Kong, for the purpose of considering, and if appropriate, passing, with or without modification, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) the sale and purchase agreement dated 16 May 2012 (the “ Agreement ”, a copy of which is produced to the meeting marked “A” and initialed by the chairman of the meeting for the purpose of identification) entered into between the Company and Jangho Curtain Wall Hongkong Limited (the “ Purchaser ”) pursuant to which the Company agreed to sell, and the Purchaser agreed to purchase, 85% of the issued share capital of Sundart Holdings Limited (“ Sundart Holdings ”) and all transactions contemplated under the Agreement and any other agreements or documents in connection therewith be and are hereby approved, confirmed and/or ratified;

  • (b) the shareholders’ agreement expected to be entered into upon completion of the Agreement between the Company, the Purchaser and Sundart Holdings to provide for the ownership, management, financing and other activities of Sundart Holdings and its subsidiaries (the “ Shareholders’ Agreement ”, a copy of which is produced to the meeting marked “B” and initialed by the chairman of the meeting for the purpose of identification) and all transactions contemplated under the Shareholders’ Agreement and any other agreements or documents in connection therewith be and are hereby approved, confirmed and/or ratified; and

  • (c) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorized for and on behalf of the Company to execute all such other documents and agreements and do all such acts and things as he or they may

1

in his or their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or give effect to the Agreement, the Shareholders Agreement and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection with the Agreement, the Shareholders Agreement and/or any further agreement or document as mentioned in paragraphs (a) and (b) above and/or the transactions contemplated thereunder and all other matters incidental thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the Agreement, the Shareholders Agreement and/or any further agreement or document as mentioned in paragraphs (a) and (b) above and/or the transactions contemplated thereunder.”

By Order of the Board Sundart International Holdings Limited 承達國際控股有限公司 Yeung Man Yan Megan Company Secretary

Hong Kong, 1 June 2012

Notes:

1. Resolution at the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more (if he holds more than one share) proxies to attend and vote instead of him. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and, in such event, the said form of proxy shall be deemed to be revoked.

As at the date of this notice, the Board comprises Mr. Chan William (Chairman), Mr. Ng Tak Kwan (Chief Executive Officer), Mr. Leung Kai Ming (Chief Operating Officer) and Mr. Yip Chun Kwok as Executive Directors, Mr. Wong Kim Hung, Patrick as Non-executive Director, and Mr. To King Yan, Adam, Mr. Wong Hoi Ki and Mr. Ho Kwok Wah, George as Independent Non-executive Directors.

2