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

Jun 24, 2010

49447_rns_2010-06-24_bace5062-d964-4262-8a90-e14edda9a435.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 Tuesday, 13 July 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 grant of options to Ms. Yeung Sau Han Agnes (“Ms. Yeung”) to subscribe for up to a total of 175,000,000 shares of the Company (the “Shares”) at the subscription price of HK$0.64 per Share (the “Options”) pursuant to the share option scheme adopted by the Company on 23 October 2002 (“Share Option Scheme”) be and is hereby approved and any director of the Company be and is hereby authorized to do all such acts and things and execute all documents which he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the grant of Options to Ms. Yeung; and

    • (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, the Shares comprised in the Options, the allotment and issuance of new shares upon the exercise of any Options be and is hereby approved and the directors of the Company be and are hereby authorized to do all such acts and things and execute all documents which they consider necessary, desirable or expedient for the purpose of, or in connection with, the matters approved herein.”

  2. THAT

    • (a) the refreshing of the scheme limit in respect of the grant of options to subscribe for Shares under the Share Option Scheme be and is hereby approved provided that the total number of Shares which may be allotted and issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company and its subsidiaries (the “Group”) under the limit as “refreshed” hereby (excluding options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other

* For identification purpose only

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share option schemes of the Group) shall not exceed 10% of the Shares in issue on the date of the passing of this resolution (the “Refreshed Scheme Limit”) and any director of the Company be and is hereby authorized to grant options under the Share Option Scheme up to the Refreshed Scheme Limit, to exercise all powers of the Company to allot, issue and deal with Shares pursuant to the exercise of such options and to do such acts and execute all documents which he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the matters approved herein; and

  • (b) conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares comprised in the Refreshed Scheme Limit, the allotment and issuance of new shares upon the exercise of any options under the Refreshed Scheme Limit be and is hereby approved and the directors of the Company be and are hereby authorized to do all such acts and things and execute all documents which they consider necessary, desirable or expedient for the purpose of, or in connection with, the matters approved herein.”

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

Hong Kong, 25 June 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 member 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 member of the Company but must be present in person at the EGM to represent the member. 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 member 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 Share 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 Messrs. Leung Yuen Wing, Soong Kok Meng and Chow Fu Kit Edward as independent non-executive directors.

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