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

Apr 26, 2010

49447_rns_2010-04-26_2359c833-1c77-4903-b008-3e06638e74c8.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, 11 May 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 placing agreement dated 7 January 2010 (as amended by supplemental placing agreements dated 7 April 2010 and 20 April 2010) entered into between the Company and Fortune (HK) Securities Limited (the “Placing Agreement”) in relation to, among other matters, the placing of, on a best effort basis, the convertible bonds (the “Convertible Bonds”) up to an aggregate principal amount of HK$264,000,000 at the initial conversion price of HK$0.03 per conversion share (the “Conversion Share”) (a copy of which is marked “A” and produced to the EGM and initialed by the chairman of the EGM for identification purpose) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

  • (b) any one director of the Company be and is hereby authorised to execute the Placing Agreement on behalf of the Company and to do all such acts or things and to sign and execute all such other or further documents (if any) and to take all such steps which in his/her opinion, may be necessary, appropriate, desirable or expedient to give effect to or in connection with the matters contemplated therein and to agree to any variation, amendment, supplement or waiver of matters relating thereto as are in his/her opinion, in the interest of the Company, to the extent that such variation, amendment, supplement or waiver do not constitute material changes to the material terms of the transactions contemplated under the Placing Agreement;

  • (c) 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 Conversion Shares, the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares which may fall to be issued by the Company upon the exercise of the conversion rights attaching to the Convertible Bonds be and are hereby confirmed and approved; and

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  • (d) the directors of the Company be and are hereby authorised to issue the Convertible Bonds and the Conversion Shares pursuant to the terms of the Placing Agreement and the directors of the Company be and are hereby authorised to do all such acts and things they consider necessary or expedient in connection therewith.”

2.

THAT

  • (a) the authorised share capital of the Company be increased from HK$100,000,000 divided into 10,000,000,000 ordinary shares (the “Shares”) of HK$0.01 each to HK$150,000,000 divided into 15,000,000,000 Shares of HK$0.01 each by the creation of an additional 5,000,000,000 new Shares of HK$0.01 each; and

  • (b) the directors of the Company be and are hereby authorised to do all such acts and things they consider necessary or expedient in connection therewith.”

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

Hong Kong, 26 April 2010

Registered office: Head office and principal place Cricket Square 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 (1) 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 (2) Messrs. Leung Yuen Wing, Soong Kok Meng and Chow Fu Kit Edward as independent non-executive directors.

  • For identification purpose only

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