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Yunkang Group Limited — Proxy Solicitation & Information Statement 2009
Dec 17, 2009
50524_rns_2009-12-17_65991fa6-6797-4938-b100-381627312f05.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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(Stock Code: 0992)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“ EGM ”) of the Company will be held at Ballroom, Level 5, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 22 January 2010 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT
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(a) the sale and purchase agreement dated 27 November 2009 (the “ Sale and Purchase Agreement ”) in respect of the acquisition of 100% interest in the registered capital of (Lenovo Mobile Communication Technology Ltd.) entered
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into between, Lenovo Manufacturing Limited, Lenovo (Beijing) Limited, Jade Ahead Limited (“ Jade Ahead ”), Gainnew Limited (“ Gainnew ”), Shenzhen AoYinShi Investment LP, Super Pioneer International Limited and the Company (details have been defined in the circular of the Company dated 18 December 2009), a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder be and are hereby approved, confirmed and/or ratified;
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(b) any one Director or any two Directors (if affixation of the common seal is necessary) or any delegate(s) authorised by such Director(s) be and is/are hereby authorised to sign and/or execute all such other documents, instruments or agreements and to do or take all such actions or things as such Director(s) consider(s) necessary or desirable to implement and/or give effect to the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder;
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(c) the issue and allotment of 28,137,055 ordinary shares of the Company of par value HK$0.025 each (“ Shares ”) and 52,756,978 Shares as consideration shares to each of Gainnew and Jade Ahead respectively; and
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(d) the issue and allotment of a maximum 21,102,791 Shares and 15,827,093 Shares as adjustments with reference to the Net Cash Balance (as defined in the circular) to each of Gainnew and Jade Ahead respectively.”
By Order of the Board Liu Chuanzhi Chairman
Hong Kong, 18 December 2009
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Notes:
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A member entitled to attend and vote at the EGM convened by this notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
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To be effective, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be completed and lodged at the share registrar of the Company, Tricor Abacus Ltd. at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time for holding the EGM or any adjournment thereof.
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A form of proxy for use at the EGM is enclosed. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof and, in such event, the relevant form of proxy shall be deemed to be revoked.
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Where there are joint registered holders, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint registered holders be present at the EGM personally or by proxy, then the registered holder so present whose name stands first on the register of members of the Company in respect of such share will alone be entitled to vote in respect thereof.
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The translation into Chinese language of the notice is for reference only. In case of any discrepancies, the English version shall prevail.
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Voting at the EGM will be conducted by way of poll.
As of the date of this announcement, the executive director is Mr. Yang Yuanqing; the non-executive directors are Mr. Liu Chuanzhi, Mr. Zhu Linan, Ms. Ma Xuezheng, Mr. James G. Coulter, Mr. William O. Grabe and Dr. Wu Yibing; and the independent non-executive directors are Professor Woo Chia-Wei, Mr. Ting Lee Sen, Mr. John W. Barter III, Dr. Tian Suning and Mr. Nicholas C. Allen.
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