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Weiye Holdings Limited Proxy Solicitation & Information Statement 2013

Jan 10, 2013

50009_rns_2013-01-10_cb2f01f6-b695-4745-a025-17fec22de7a5.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.

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Culture Landmark Investment Limited (the “ Company ”) will be held at Rooms 2501-05, 25th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong on Tuesday, 29 January 2013 at 3:30 p.m. for the purposes of considering and, if thought fit, passing the following resolution with or without amendments as ordinary resolution:

ORDINARY RESOLUTION

THAT

  • (a) the conditional sale and purchase agreement dated 21 September 2012 (the “ Acquisition Agreement ”) entered into between the Company, as purchaser, Ms. Lau Wang Tai, Wendy and Mr. Tsang Yat Loi as vendors (the “ Vendors ”), and adjusted by the deed of undertaking dated 21 November 2012 entered into between the Company and Ms. Lau Wang Tai, Wendy (the “ Deed of Undertaking ”) and the second deed of undertaking dated 21 December 2012 entered into between the Company, Mr. Raymond Wai Cheuk Yeung and Mr. Tsang Yat Loi (the “ Second Deed of Undertaking ”), pursuant to which the Company has conditionally agreed to purchase and the Vendors have conditionally agreed to sell all the equity interests in Media Sound Technology Limited at a consideration of HK$55,896,400 (the “ Consideration ”) to be satisfied by cash and the issue of Promissory Notes (as defined hereafter) (copies of the Acquisition Agreement, the Deed of Undertaking and the Second Deed of Undertaking having been produced to this meeting and marked “A”, “B” and “C”, respectively and initialed by the chairman of this meeting for the purpose of identification), and the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified;

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  • (b) the issue of promissory notes (the “ Promissory Notes ”) in favour of Ms. Lau Wang Tai, Wendy in the sum of HK$20,448,200 (and adjusted by the Deed of Undertaking) and in favour of Mr. Tsang Yat Loi in the sum of HK$20,448,200 in accordance with the Acquisition Agreement in partial satisfaction of the Consideration be and is hereby approved; and

  • (c) any one director of the Company be and is hereby authorised to do such acts and things, to sign and execute all such further documents and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Acquisition Agreement, any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith.”

By order of the Board Cheng Yang Chairman

Hong Kong, 11 January 2013

Notes:

  • (i) A member entitled to attend and vote at the above meeting is entitled to appoint one proxy or, if he/ she/it is a holder of more than one share, more proxies to attend and vote instead of him/her/it. A proxy needs not be a member of the Company.

  • (ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present 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.

  • (iii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company’s Share Registrar, Tricor Secretaries Ltd. at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not less than 48 hours before the time appointed for holding the meeting.

  • (iv) Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjournment thereof if he/she/it so desires. If a member attends the meeting after having deposited the form of proxy, his/her/its form of proxy will be deemed to have been revoked.

As at the date of this announcement, the executive directors of the Company are Mr. Cheng Yang (the Chairman), Mr. Zheng Yuchun, Mr. Li Weipeng and Ms. Lei Lei; and the independent non-executive directors are Mr. Tong Jingguo, Mr. Yang Rusheng and Mr. So Tat Keung.

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