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Weiye Holdings Limited — Proxy Solicitation & Information Statement 2011
Apr 21, 2011
50009_rns_2011-04-21_59f09590-c1f1-4460-bd76-16d1cdbf90ec.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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CULTURE LANDMARK INVESTMENT LIMITED 文化地標投資有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 674)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of the above mentioned company (the “Company”) will be held at Rooms 2501-05, 25th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong on Friday, 13 May 2011 at 4:00 p.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
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“ THAT :
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(a) the subscription agreement (the “ Subscription Agreement ”) dated 21 March 2011 entered into between the Company as issuer and Commotra Company Limited (or its nominee) (the “ Subscriber ”) as subscriber (a copy of which having been produced to the meeting and marked “A” and initialed by the chairman of the meeting for the purpose of identification) in respect of the subscription (the “ Subscription ”) for 1,333,333,333 new shares (each a “ Share ”) of HK$0.05 each in the capital of the Company (the “ Subscription Shares ”) at an aggregate subscription price (the “ Subscription Price ”) of HK$160,000,000 and the matters contemplated thereby, including but not limited to the entering into of the deed of assignment and set off (the “ Deed of Assignment and Set Off ”) among the Company, the Subscriber and the Vendor (as defined below) in respect of the assignment of rights and benefits in the Consideration (as defined below) from the Vendor to the Subscriber and the offset of Consideration against the Subscription Price, be and are hereby approved, confirmed and ratified;
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(b) the terms and conditions of the Subscription be and are hereby approved and a specific mandate be granted to the directors (each a “ Director ”) of the Company to allot and issue the Subscription Shares to the Subscriber in accordance with the terms and conditions of the Subscription Agreement; and
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(c) any one Director be and is hereby authorised to do all such acts and things and execute all such documents (under seal where applicable) as they consider necessary or expedient in connection with and to give effect to the Subscription and the transactions contemplated thereunder.”
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“ THAT
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(a) the sale and purchase agreement dated 21 March 2011 (the “ Sale and Purchase Agreement ”) entered into between the Company as purchaser and China Resources (Holdings) Company Limited (the “ Vendor ”) as vendor (a copy of the which having been produced to the meeting and marked “B” and initialed by the chairman of the meeting for the purpose of identification) in respect of the sale and purchase (the “ Acquisition ”) of the entire issued share capital of China Resources Advertising & Exhibition Company Limited at a total consideration of HK$110,000,000 (the “ Consideration ”) and the matters contemplated thereby (including but not limited to the entering into of the Deed of Assignment and Set Off) be and are be and are hereby approved, confirmed and ratified; and
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(b) any one Director be and is hereby authorised to do all such acts and things and execute all such documents (under seal where applicable), as they consider necessary or expedient in connection with and to give effect to the Acquisition and the transactions contemplated thereunder.
By Order of the Board
Culture Landmark Investment Limited
Cheng Yang
Chairman
Hong Kong, 26 April 2011
Principal Office:
Rooms 2501-05, 25th Floor China Resources Building No. 26 Harbour Road Wanchai Hong Kong
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Notes:
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A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy (or proxies if the member holds more than two shares) to attend and vote in his stead. A proxy need not be a member of the Company.
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A form of proxy for the meeting is enclosed. In order to be valid the form of proxy must be deposited at the Company’s principal office together with a power of attorney or other attorney, if any, under which it is signed or a certified copy of that power of attorney, not less than 48 hours before the time for holding the meeting or adjourned meeting.
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The voting on the resolution at the meeting will be conducted by way of poll.
As at the date of this announcement, the executive directors of the Company are Mr. Cheng Yang (the Chairman), Mr. Zheng Yuchun, Mr. Liu Yu Mo and Mr. Li Weipeng and the independent nonexecutive directors of the Company are Mr. Tong Jingguo, Mr. Yang Rusheng and Mr. So Tat Keung.
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