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Summi (Group) Holdings Limited Proxy Solicitation & Information Statement 2010

Dec 12, 2010

49447_rns_2010-12-12_7ea9d487-0dd5-4a85-9b5b-a9d65d17f134.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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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of PME Group Limited (the “ Company ”) will be held at 5th Floor, Unison Industrial Centre, Nos. 27-31 Au Pui Wan Street, Fo Tan, Shatin, Hong Kong on Wednesday, 29 December 2010 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “THAT

  • (a) the conditional sale and purchase agreement dated 25 November 2009 (as amended by four supplemental agreements dated 9 April 2010, 28 April 2010, 3 August 2010 and 1 November 2010) (the “ Agreement ”) entered into among Best Chief Ventures Limited, Teamcom Group Limited and PME International Company Limited, wholly-owned subsidiaries of the Company, as vendors and Billionlink Holdings Limited as purchaser, for the disposal of 1,000 shares of US$1.00 each, representing 100% equity interest in Magic Horizon Investment Limited (a copy of the Agreement is produced to the EGM marked “A” and initialed by the chairman of the EGM for identification purpose) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

  • (b) any of the directors of the Company be and are hereby authorized to do all such acts and things and execute all such documents in its absolute discretion as it deems fit or appropriate to give effect to the Agreement and the transactions contemplated thereunder.”

2. “THAT

  • (a) the conditional master processing agreement dated 25 November 2009 (as amended by a supplemental agreement dated 22 November 2010) (the “ Master Processing Agreement ”) entered into between Best Chief Ventures Limited, a wholly-owned subsidiary of the Company, as supplier and Billionlink Holdings Limited as processor, in respect of the provision of process manufacturing services to the Group (a copy of the Master Processing Agreement is produced to the EGM marked “B” and initialed by the chairman of the EGM for identification purpose) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

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  • (b) any of the directors of the Company be and are hereby authorized to do all such acts and things and execute all such documents in its absolute discretion as it deems fit or appropriate to give effect to the Master Processing Agreement and the transactions contemplated thereunder.”

By Order of the Board PME Group Limited Cheng Kwok Woo Chairman

Hong Kong, 13 December 2010

Registered office: Head office and principal Cricket Square place of business: Hutchins Drive 5th Floor, Unison Industrial Centre P.O. Box 2681 Nos. 27-31 Au Pui Wan Street Grand Cayman KY1-1111 Fo Tan, Shatin Cayman Islands Hong Kong

Notes:

  1. A shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles of Association of the Company, to vote on his behalf. A proxy need not be a shareholder of the Company but must be present in person at the EGM to represent the shareholder. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

  2. A form of proxy for use at the EGM will be sent to the shareholders. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, at the head office and principal place of business of the Company at 5th Floor, Unison Industrial Centre, Nos. 27-31 Au Pui Wan Street, Fo Tan, Shatin, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

  3. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

As at the date of this announcement, the Board comprises Mr. Cheng Kwok Woo, Mr. Cheng Kwong Cheong, Ms. Yeung Sau Han Agnes, Ms. Chan Shui Sheung Ivy and Mr. Tin Ka Pak as executive directors; and Mr. Leung Yuen Wing, Mr. Soong Kok Meng and Mr. Chow Fu Kit Edward as independent non-executive directors.

  • For identification purpose only

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