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Tristate Holdings Limited Proxy Solicitation & Information Statement 2008

Oct 20, 2008

49226_rns_2008-10-20_66d189f2-5b75-4f6c-b3cd-e3a48456f1e3.pdf

Proxy Solicitation & Information Statement

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YEEBO (INTERNATIONAL HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 259)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Yeebo (International Holdings) Limited (the “Company”) will be held at Crystal Room IV, 3/F Panda Hotel, 3 Tsuen Wah Street, Tsuen Wan, Hong Kong on Thursday, 6 November 2008 at 10:00 a.m. for purpose of considering and, if thought fit, passing (with or without amendments) the following as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) (i) The restructuring agreement between Faith Crown International Limited (“Faith Crown”, a wholly-owned subsidiary of the Company), Shenzhen Leaguer Venture Capital Co Limited (“Shenzhen Leaguer”), Kunshan Industrial Assets Management Company Limited (“Kunshan Industrial”), Crown Capital Holdings Limited, Heibei Tsinghua Holdings Hongyi Technology Co Ltd, IRICO Group Corporation and Kunshan Visionox Display Co Ltd (“Kunshan Visionox”) for the restructuring and increase in registered capital of Kunshan Visionox; (ii) the first option cancellation agreement between between Faith Crown and Kunshan Venture Capital and Investment Company Limited (“Kunshan Venture Capital”) for the cancellation of the option previously granted by Kunshan Venture Capital to Faith Crown to acquire its equity interest in Kunshan Visionox; (iii) the loan cancellation agreement between Jiangmen Yeebo Semiconductor Co Limited (“Jiangmen Yeebo”, a wholly-owned subsidiary of the Company), Research Institute of Tsinghua University in Shenzhen (“RITUS”) and Shenzhen Leaguer for the unwinding of the loan agreement entered into between the same three parties on 7 March 2006; and (iv) the second option cancellation agreement between Faith Crown, Jiangmen Yeebo, RITUS, Shenzhen Leaguer and Kunshan Venture Capital for the cancellation of the option previously granted by Shenzhen Leaguer to Faith Crown to acquire its equity interest in Kunshan Visionox; all entered into on 22 September 2008 (details of all the aforesaid agreements are set out in the Company’s circular dated 21 October 2008 (the “Circular”) copies of which together with the Circular have been tabled at the meeting for identification purpose) and the transactions contemplated thereunder (the “Transaction”) be and are hereby approved, confirmed and ratified; and

  • (b) The directors of the Company be and are hereby authorized to do such acts and execute such other documents as they may consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Transaction.”

By order of the Board Lau Siu Ki, Kevin Company Secretary

Hong Kong 21 October 2008

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Notes:

  • (1) A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a Shareholder. In order to be valid, the form of proxy must be deposited with the Company’s Branch Share Registrars in Hong Kong, Tricor Secretaries Limited, at 26 Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the Meeting or adjournment thereof.

  • (2) The register of Members of the Company will be closed from Wednesday, 5 November 2008 to Thursday, 6 November 2008 both days inclusive, during which period no transfer of shares will be affected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrars in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration no later than 4:30p.m. on 4 November 2008.

The Directors of the Company as at date of this notice are Mr. Fang Hung, Kenneth, GBS, JP , Mr. Li Kwok Wai, Frankie and Mr. Leung Tze Kuen being the Executive Directors; and Mr. Tien Pei Chun, James, GBS, JP , Mr. Chu Chi Wai, Allan and Mr. Lau Yuen Sun, Adrian being the Independent Nonexecutive Directors.

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