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Vision Values Holdings Ltd. AGM Information 2008

Mar 28, 2008

49521_rns_2008-03-28_255dcc2e-ce4e-4257-9175-8134154ed904.pdf

AGM Information

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==> picture [99 x 63] intentionally omitted <==

NEW WORLD MOBILE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the members of New World Mobile Holdings Limited (the “Company”) will be held at Room McKinley, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on 18 April 2008 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as ordinary resolution of the Company.

ORDINARY RESOLUTION

THAT :–

  • (a) the entering into of the conditional agreement for sale and purchase dated 27 December 2007 (as supplemented by a letter dated 29 February 2008 in relation to the extension of the long stop date for the fulfilment of the conditions set out in the conditional agreement) (the “Agreement”), a copy of which has been produced to the meeting marked “A” and initialled by the Chairman of the meeting for the purpose of identification, between International Entertainment Corporation (“IEC”) as vendor and the Company as purchaser whereby IEC has agreed to sell, and the Company has agreed to purchase, the entire issued share capital of Cyber-On-Air Group Limited beneficially owned by IEC at a consideration of HK$2 million, upon the terms and subject to the conditions therein contained, be and is hereby approved, confirmed and ratified and the performance of the transactions contemplated under the Agreement be and is hereby approved; and

  • (b) any one director of the Company be and is hereby authorised for and on behalf of the Company to do all acts and things and execute and deliver all documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to carry out or to give effect to any or all transactions contemplated under the Agreement.”

By Order of the Board

New World Mobile Holdings Limited Tang Chi Kei

Company Secretary

Hong Kong, 31 March 2008

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Registered office: Principal place of business P.O. Box 309 in Hong Kong: Ugland House Rooms 1502-5 South Church Street New World Tower I George Town 16-18 Queen’s Road Central Grand Cayman Hong Kong Cayman Islands British West Indies

Notes:

  1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his/her/its stead. In the case of a recognised clearing house, it may authorise such other person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.

  2. Whether or not you intend to attend the meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon.

  3. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s branch share registrars in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

  4. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

  5. Where there are joint holders of any share of the Company, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such holders are present at the meeting personally or by proxy, then the holder 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. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

As at the date hereof, the Board comprises five Directors, of which Mr. Lo Lin Shing, Simon and Mr. Ho Hau Chong, Norman are executive Directors, Mr. Tsui Hing Chuen, William JP, Mr. Lee Kee Wai, Frank and Mr. Lau Wai Piu are independent non-executive Directors.

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