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Texhong International Group Limited Proxy Solicitation & Information Statement 2009

Sep 16, 2009

50752_rns_2009-09-16_89c4ac8d-3366-46a7-84f0-8819e758214b.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 document, 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 document.

COSCO Pacific Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1199)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of COSCO Pacific Limited (the “ Company ”) will be held at 47th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 8th October 2009 at 2:30 p.m. for the purpose of considering and, if thought fit, passing with or without modifications the following as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT:

  • (a) the entering into of the equity transfer agreement dated 27th August 2009 (the “ Agreement ”) between COSCO Pacific Logistics Company Limited, a wholly-owned subsidiary of the Company, as vendor and China COSCO Holdings Company Limited (中國遠洋控股股份有限公司) as purchaser (a copy of which has been produced to the Meeting marked “A” and initialed by the chairman of the Meeting for identification purpose) in relation to the disposal of 49% equity interest in COSCO Logistics Co., Ltd. (中國遠洋物流有限公司) and the transactions contemplated thereunder, be and are hereby approved, ratified and confirmed; and

  • (b) the director(s) of the Company be and are hereby authorized for and on behalf of the Company to, amongst other matters, sign, execute and deliver or to authorize the signing, execution and delivery of all such documents and to do all such deeds as they may consider necessary, expedient or desirable to give effect to or otherwise in connection with the Agreement and the transactions contemplated thereunder.”

By Order of the Board COSCO Pacific Limited HUNG Man, Michelle General Counsel & Company Secretary

Hong Kong, 17th September 2009

1

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

Principal Place of Business: 49th Floor COSCO Tower 183 Queen’s Road Central Hong Kong

Notes:

  1. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company but must be present in person to represent the member.

  2. To be valid, the proxy form together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority must be deposited at the principal place of business of the Company at 49th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

  3. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting or any adjournment thereof if the shareholder of the Company so desires, and in such event, the form of proxy will be deemed to be revoked.

  4. Where there are joint holders of any shares in the Company, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this notice, the board of directors of the Company comprises Mr. CHEN Hongsheng[2] (Chairman), Mr. LI Jianhong[1] , Mr. XU Lirong[2] , Ms. SUN Yueying[1] , Mr. XU Minjie[1] (Vice Chairman & Managing Director), Dr. SUN Jiakang[2] , Mr. HE Jiale[1] , Dr. WONG Tin Yau, Kelvin[1] , Mr. WANG Zhi[1] , Mr. YIN Weiyu[1] , Dr. LI Kwok Po, David[3] , Mr. CHOW Kwong Fai, Edward[3] , Mr. Timothy George FRESHWATER[3] and Dr. FAN HSU Lai Tai, Rita[3] .

  • 1 Executive Director

  • 2 Non-executive Director

3 Independent Non-executive Director

2