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Television Broadcasts Limited — AGM Information 2009
Jun 11, 2009
49261_rns_2009-06-11_822a4bf0-babc-43e1-b302-0913f56685b4.pdf
AGM Information
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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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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 290)
Website: http://www.290.com.hk
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of China Fortune Group Limited (“ Company ”) will be held at 13/F, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong on 3 July 2009 at 11:30 a.m. for the purposes of considering and, if thought fit, passing, with or without amendments or modifications, the following resolution of the Company:
ORDINARY RESOLUTION
“ THAT
- (a) the Subscription Agreement (the “Subscription Agreement”) dated 22 May 2009 entered into between the Company and Jadehero Limited (the “Subscriber”) in relation to, among other matters, the subscription of the convertible bonds (the “Convertible Bonds”) in the principal amount of HK$128 million due on 31 December 2012 at an exercise price of HK$0.16 per conversion share with the option (“Optional Bonds”) for the Subscriber to further subscribe for Convertible Bonds up to a maximum principal amount of HK$128 million convertible into a maximum of 800 million shares of the Company (a copy of which is marked “A” and produced to the Meeting and signed
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by the chairman of the Meeting for identification purpose) be and is hereby ratified, confirmed and approved and the directors (the “Directors”) of the Company be and are hereby authorized to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Subscription Agreement and the transactions contemplated thereunder;
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(b) the issuance of the Convertible Bonds and Optional Bonds to the Subscriber in accordance with the terms of the Subscription Agreement be and is hereby confirmed and approved and the Directors be and are hereby authorized to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the issuance of the Convertible Bonds and/or Optional Bonds and the transactions contemplated thereunder; and
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(c) the allotment and issuance of the conversion shares of HK$0.1 each (the “Conversion Shares”) in the share capital of the Company upon exercise of the conversion rights attaching to the Convertible Bonds and/or the Optional Bonds be and is hereby approved and to do all such acts and things as they consider necessary, desirable or expedient in connection therewith.”
By order of the Board China Fortune Group Limited Ng Cheuk Fan, Keith Managing Director
Hong Kong, 12 June 2009
Principal Place of Business in Hong Kong: Registered Office: 13/F, Sunning Plaza P.O. Box 309 10 Hysan Avenue Ugland House Causeway Bay, Hong Kong South Church Street George Town, Grand Cayman Cayman Islands British West Indies
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Notes:
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Any member of the Company entitled to attend and vote at the EGM may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.
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Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share of the Company as if he was solely entitled thereto; but if more than one or such joint holders be 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 share shall alone be entitled to vote in respect thereof.
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In order to be valid, the proxy form duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company’s branch registrar and transfer office in Hong Kong, Union Registrars Limited, at Rooms 1901-02, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
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Whether or not you propose to attend the EGM in person, you are strongly urged to complete and return the proxy form in accordance with the instructions printed thereon. Completion and return of the proxy form will not preclude you from attending the EGM and voting in person if you so wish. In the event that you attend the EGM after having lodged the proxy form, it will be deemed to have been revoked.
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A circular containing further details as required by the Rules Governing the Listing of Securities on the Stock Exchange will be dispatched to the Shareholders in due course.
As at the date of this notice, the Company’s Board of Directors consists of three Executive Directors, namely Mr. Sun Tak Yan, Desmond (Chairman), Mr. Ng Cheuk Fan, Keith (Managing Director) and Mr. Yeung Kwok Leung; and three Independent Non-executive Directors, namely Mr. Tam B Ray Billy, Mr. Ng Kay Kwok and Mr. Lam Ka Wai, Graham.
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