AI assistant
Television Broadcasts Limited — Proxy Solicitation & Information Statement 2009
Dec 21, 2009
49261_rns_2009-12-21_690194e9-ea0c-4bad-b254-e0bff11a7de9.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens 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.
==> picture [184 x 130] intentionally omitted <==
(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 (“ Meeting ”) of China Fortune Group Limited (the “ Company ”) will be held at 13/F., Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong on 13 January 2010 at 11:30 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 16 October 2009 (the “ ESL Agreement ”) entered into among Fortune Financial (Holdings) Limited (the “ Vendor ”), Faith Star Asia Limited (the “ Purchaser ”) and Excalibur Securities Limited (the “ ESL ”) in relation to the disposal of the entire equity interest in ESL by the Vendor to the Purchaser (a copy of the ESL Agreement will be produced to the Meeting marked “A” for the purpose of identification) and the transactions contemplated thereunder be and are thereby approved, confirmed and ratified; and
-
(b) any director of the Company be and is thereby 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 implementation and completion of the ESL Agreement and the matters contemplated therein.”
1
2. “ THAT
-
(a) the conditional deed of settlement dated 16 October 2009 (the “ Deed ”) entered into among Pioneer (China) Limited, Mr. Lao Chio Kuan and Fortune Financial (Holdings) Limited in relation to the settlement of certain outstanding obligations under the Original Agreements and Secondary Agreement (a copy of the Deed will be produced to the Meeting marked “B” for the purpose of identification) and the transactions contemplated thereunder be and are thereby approved, confirmed and ratified; and
-
(b) any director of the Company be and is thereby 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 implementation and completion of the Deed and the matters contemplated therein.”
-
“ THAT
-
(a) the conditional sale and purchase agreement dated 24 November 2009 (the “ YSH Agreement ”) entered into between the Company (the “ Vendor ”) and Mr. Lai Sai Sang (the “ Purchaser ”) in relation to the disposal of the entire equity interest in Yew Sang Hong (BVI) Limited, by the Vendor to the Purchaser (a copy of the YSH Agreement will be produced to the Meeting marked “C” for the purpose of identification) and the transactions contemplated thereunder be and are thereby approved, confirmed and ratified; and
-
(b) any director of the Company be and is thereby 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 implementation and completion of the YSH Agreement and the matters contemplated therein.”
-
By Order of the Board China Fortune Group Limited Ng Cheuk Fan, Keith Managing Director
Hong Kong, 22 December 2009
2
Registered office: Head office and principal P.O. Box 309 place of business: Ugland House 13/F, Sunning Plaza Grand Cayman KY1-1104 10 Hysan Avenue Cayman Islands Causeway Bay Hong Kong
Notes:
-
Any member of the Company entitled to attend and vote at the Meeting 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.
-
Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, 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 Meeting 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.
-
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 share registrar and transfer office in Hong Kong, Union Registrars Limited, at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
-
Whether or not you propose to attend the Meeting 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 Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged the proxy form, it will be deemed to have been revoked.
-
A circular containing further details as required by the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited will be dispatched to the shareholders of the Company in due course.
As at the date hereof, the Board consists of two Executive Directors, namely Mr. Ng Cheuk Fan, Keith (Managing Director) and Mr. Yeung Kwok Leung; one Non-Executive Director, Mr. Wong Kam Fat, Tony (Chairman), and three Independent Non-Executive Directors, namely Mr. Tam B Ray Billy, Mr. Ng Kay Kwok and Mr. Lam Ka Wai, Graham.
3