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Yusei Holdings Limited — Proxy Solicitation & Information Statement 2012
Nov 23, 2012
48941_rns_2012-11-23_64c91605-3b76-42d9-993a-b352014fd29e.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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YUSEI HOLDINGS LIMITED 友成控股有限公司 [*]
(incorporated in the Cayman Islands with limited liability)
(Stock code: 96)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Yusei Holdings Limited (the “ Company ”) will be held at 2:00 p.m. on Friday, 14 December 2012 at Henggengtou Village, Guali Town, Xiaoshan District, Hangzhou City, Zhejiang Province, the PRC for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT
- (a) the disposal agreement dated 14 September 2012 (the “ Disposal Agreement ”) entered into between 浙江友成塑料模具有限公司 (Zhejiang Yusei Plastics & Mould Co., Ltd., a subsidiary of the Company, as the vendor (the “ Vendor ”) and Administrative committee of Xiaoshan Economic and Technological Development Zone (蕭山經濟技術開發區管理委員會) as the purchaser (the “ Purchaser ”), a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for identification purposes, pursuant to which the Purchaser has conditionally agreed to purchase and the Vendor has conditionally agreed to sell the land located at No. 8, Youcheng Road, Xiaoshan Economic and Technological Development Zone, Zhejiang, the PRC with area of approximately 13,141 square meters at the consideration of RMB47,276,900 (equivalent to approximately HK$58,151,000) be and is hereby approved, confirmed and ratified; and
* For identification purpose only
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(b) any one director of the Company, or any two directors of the Company if the affixation of the common seal of the Company is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in and for completion of the transactions contemplated under the Disposal Agreement.”
By Order of the Board Yusei Holdings Limited Katsutoshi Masuda Chairman
PRC, 23 November 2012
Notes:
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i. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles and association of the Company, vote in his stead. A proxy need not be a member of the Company.
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ii. To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.
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iii. Delivery of an instrument appointing a proxy should not preclude member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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iv. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto. If more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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v. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
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vi. Attendants should bear their own travelling, accommodation and other expenses.
As at the date of this announcement, the executive directors are Mr. Manabu Shimabayashi and Mr. Xu Yong; the non-executive directors are Mr. Katsutoshi Masuda, Mr. Toshimitsu Masuda and Mr. Shinichi Koizumi; the independent non-executive directors are Mr. Lo Ka Wai, Mr. Fan Xiaoping and Mr. Hisaki Takabayashi.
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