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Water Oasis Group Limited Proxy Solicitation & Information Statement 2017

Dec 21, 2017

49733_rns_2017-12-21_f91b6eef-16fe-468f-9869-00292d807356.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 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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深圳高速公路股份有限公司 SHENZHEN EXPRESSWAY COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00548)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2018

Notice is hereby given that the First Extraordinary General Meeting 2018 (the “EGM”) of Shenzhen Expressway Company Limited (the “Company”) will be held at the conference room of the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the PRC at 2 p.m. on Thursday, 8 February 2018 to consider and, if thought fit, pass the following resolution by way of ordinary resolution :

  1. To consider and approve the resolution in relation to the acquisition of 100% interests in Guangshen Coastal Expressway (Shenzhen Section): The equity acquisition agreement (the “Acquisition Agreement”, a copy of which has been tabled at the meeting marked “A” and initialed by the chairman of the meeting for the purpose of identification) dated 11 December 2017 among 深圳市投資控股有限公司 (Shenzhen Investment Holdings Company Limited), 深 圳市廣深沿江高速公路投資有限公司 (Shenzhen Guangshen Coastal Expressway Investment Company Limited) and the Company and the transaction contemplated under the Acquisition Agreement be and are hereby approved, confirmed and ratified.

By Order of the Board

Hu Wei Chairman

Shenzhen, the PRC, 22 December 2017

Notes:

1. Eligibility for attending the EGM

Shareholders of the Company whose names appear on the registers of shareholders of the Company at the close of business on 8 January 2018 shall have the right to attend the EGM after complying with the necessary registration procedures.

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2. Registration procedures for attending the EGM

  • i. Shareholders intending to attend the EGM should deliver to the Company, on or before 19 January 2018, either in person, by post or by fax, the reply slip (together with any required registration documents) for attending the EGM.

  • ii. Holders of H shares of the Company please note that the register of holders of H shares of the Company will be closed from 9 January 2018 to 8 February 2018 (both days inclusive), during which period no transfer of H shares of the Company will be registered. Holders of H shares of the Company who intend to attend the EGM must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited, the registrar of H shares of the Company, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at or before 4:30 p.m. on 8 January 2018.

3. Proxy

  • i. Shareholders entitled to attend and vote at the EGM are entitled to appoint, in written form, one or more proxies (whether a shareholder or not) to attend and vote on his behalf.

  • ii. A proxy should be appointed by written instrument signed by the appointor or his attorney. If the written instrument is signed by the attorney of the appointor, the written authorisation or other authorisation documents of such attorney should be notarised. In order to be valid, for holders of A shares of the Company, the written authorisation or authorisation documents which have been notarised together with the completed proxy form must be delivered to the Company not less than 24 hours before the time of the holding of the EGM. In order to be valid, for holders of H shares of the Company, the above documents must be delivered to Hong Kong Registrars Limited, at Floor 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, within the same period.

  • iii. Shareholder or his proxy should produce identity proof when attending the EGM.

4. The terms used in this notice shall have the same meaning as defined in the joint announcement of Shenzhen International Holdings Limited and the Company dated 11 December 2017. For details of the resolutions set out in this notice, please refer to the abovementioned joint announcement.

5. Poll

Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association of the Company, voting at the EGM on the resolutions set out in the notice of the EGM will be taken by poll.

6. Other matters

  • i. The duration of the EGM is expected not to exceed one day. Shareholders or proxies who attend the EGM shall arrange for transport, food, accommodation and other relevant expenses at their own cost.

  • ii. Address of Hong Kong Registrars Limited (for share transfer): Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

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  • iii. Address of the Company: Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, PRC Postal code: 518026 Tel.: (86) 755 – 8285 3339 Fax: (86) 755 – 8285 3411

As at the date of this announcement, the Directors of the Company are Mr. HU Wei (Executive Director and Chairman of the Board), Mr. WU Ya De (Executive Director and President), Mr. WANG Zeng Jin (Executive Director), Mr. LIAO Xiang Wen (Executive Director), Mr. ZHAO Jun Rong (Non-executive Director), Mr. TSE Yat Hong (Non-executive Director), Mr. LIU Ji (Non-executive Director), Mr. CHEN Yuan Jun (Non-executive Director), Mr. AU Sing Kun (Independent nonexecutive Director), Mr. LIN Chu Chang (Independent non-executive Director), Mr. HU Chun Yuan (Independent non-executive Director) and Mr. CAI Shu Guang (Independent non-executive Director).

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