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WH Group Limited — Proxy Solicitation & Information Statement 2009
Sep 24, 2009
49096_rns_2009-09-24_0e9ee482-2a79-40a2-a034-fdffed6aeb88.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.
PREMIUM LAND LIMITED 上海策略置地有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 164)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the special general meeting (the “SGM”) of Premium Land Limited (the “Company”) will be held at Unit 3411, 34/F., COSCO Tower, Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong on Monday, 19 October 2009 at 11:00 a.m. for the purpose of considering and, if thought fit with or without modifications, passing, the following resolutions of the Company:
ORDINARY RESOLUTION
“ THAT , subject to and conditional upon the Listing Committee of the Stock Exchange of Hong Kong Limited granting and agreeing to grant listing of and permission to deal in the Bonus Shares (as hereinafter defined):
- (a) upon the recommendation of the directors of the Company, a sum of HK$22,160,651.92 being part of the amount standing to the credit of the share premium account of the Company, or such larger sum as may be necessary to give effect to the bonus issue of shares pursuant to this resolution, be capitalized and accordingly the directors of the Company be and are hereby authorized and directed to apply such sum in paying up in full at par not less than 2,216,065,192 unissued shares (“Bonus Shares”) of HK$0.01 each in the capital of the Company, and that such Bonus Shares shall be issued, allotted and distributed, credited as fully paid up, to and amongst those shareholders whose names appear on the register of members of the Company on 19 October 2009 (the “Record Date”) on the basis of four (4) Bonus Shares for every one (1) existing issued share of HK$0.01 each in the capital of the Company held by them respectively on the Record Date;
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(b) the shares to be issued and allotted pursuant to this resolution shall, subject to the memorandum of association and bye-laws of the Company, rank pari passu in all respects with the shares of HK$0.01 each in the capital of the Company in issue on the Record Date, except that they will not rank for the bonus issue of shares mentioned in this resolution; and
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(c) the directors of the Company be authorized to do all acts and things as any be necessary and expedient in connection with the allotment and issue of the Bonus Shares, including, but not limited to, determining the amount to be capitalized out of the share premium account of the Company and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in paragraph (a) of this resolution.”
SPECIAL RESOLUTION
“ THAT , subject to the approval of the Registrar of Companies in Bermuda, the name of the Company be changed to China Gamma Group Limited and the Chinese name, 中國伽瑪集團有限公司, be adopted as the secondary name of the Company and the directors of the Company be and are hereby authorized generally to do all such acts and things and sign or execute all such documents or make such arrangements as they may, in their absolute discretion, consider necessary or expedient to effect and implement the change of name and the adoption of secondary name.”
By order of the board of Premium Land Limited Ho Chi Ho Executive Director
Hong Kong, 25 September 2009
Notes:
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Any member entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and vote on his behalf. A member who is the holder of two or more shares may appoint more than on proxy to attend on the same occasion. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy so appointed.
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Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the above 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 shares shall alone be entitled to vote in respect thereof.
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In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.
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Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.
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The register of members of the Company will be closed from 14 October 2009 to 19 October 2009 (both dates inclusive) in order to determine entitlements to the Bonus Shares. To qualify for the Bonus Shares, investors must ensure that all forms of transfers of shares of the Company accompanied by the relevant share certificates are lodged with Company’s branch registrar in Hong Kong, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on 13 October 2009.
As at the date hereof, the executive director of the Company is Mr. Ho Chi Ho; the non-executive directors of the Company are Mr. Ma Kwok Hung, Warren and Mr. Chow Siu Ngor; and the independent non-exectuve directors of the Company are Mr. Wong Hoi Kuen, Edmund, Mr. Chan Chi Yuen and Mr. Hung Hing Man.
- For identification purposes only
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