Sing lee_e_gm cir.indb

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other
registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Sing Lee Software (Group) Limited (the “Company”), you should at once hand
this circular and the accompanying proxy form to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
This circular, for which the directors of Sing Lee Software (Group) Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to Sing Lee Software (Group) Limited. The directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
(Incorporated in the Bermuda with limited liability) (Stock Code: 8076)
GENERAL MANDATES TO REPURCHASE SHARES
AND ISSUE NEW SHARES,
RE-ELECTION OF DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the annual general meeting of Sing Lee Software (Group) Limited to be held at Unicorn & Phoenix, Basement 2, The Charterhouse, 209-219 Wanchai Road, Hong Kong on Wednesday, 11 May 2011 at 10:00 a.m. (the “AGM”) is set out on A form of proxy for the AGM is enclosed with this circular. Whether or not you propose to attend the AGM, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar, Tricor Abacus Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjourned meeting thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of posting and on the website of the Company at http://www.singlee.com.cn.
CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF
THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “EXCHANGE”)
GEM has been positioned as a market designed to accommodate companies to which
a higher investment risk may be attached than other companies listed on the Exchange.
Prospective investors should be aware of the potential risks of investing in such companies
and should make the decision to invest only after due and careful consideration. The greater
risk profile and other characteristics of GEM mean that it is a market more suited to
professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities
traded on GEM may be more susceptible to high market volatility than securities traded on
the Main Board and no assurance is given that there will be a liquid market in the securities
traded on GEM.
CONTENTS
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Appendix I – Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Appendix II – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-12
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13-17
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context the annual general meeting of the Company to be held at Unicorn & Phoenix, Basement 2, The Charterhouse, 209- 219 Wanchai Road, Hong Kong on Wednesday, 11 May the articles of association of the Company has the meaning ascribed thereto in the GEM Listing Rules Sing Lee Software (Group) Limited, the shares of which are has the meaning ascribed thereto in the GEM Listing Rules the director(s) of the Company (including the independent the Growth Enterprise Market of the Stock Exchange The Rules Governing the Listing of Securities on GEM Hong Kong Dollars, the lawful currency of Hong Kong 31 March 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information an ordinary resolution will be proposed in the AGM to grant the Directors a general mandate to allot, issue and deal with shares not exceeding 20% of the share capital of the Company in issue as at the date of passing the resolution of DEFINITIONS
notice convening the AGM which is set on pages 13 to 17 an ordinary resolution will be proposed in the AGM to grant the Directors a general mandate to repurchase issued shares of HK$0.01 each in the capital of the Company, on GEM or on any other stock exchange on which the Shares of the Company may be listed, up to a maximum of 10% of the share capital of the Company in issue as at the date of passing the resolution of the Repurchase Mandate ordinary resolution no. 4(A) as set out in the Notice of ordinary resolution no. 4(B) as set out in the Notice of ordinary resolution no. 4(C) as set out in the Notice of Chinese Yuan, the lawful currency of the PRC the Securities and Futures Ordinance, Chapter 571 of the ordinary share(s) of HK$0.01 each in the share capital of the Hong Kong Codes on Takeovers and Mergers and Share LETTER FROM THE BOARD
(Incorporated in the Bermuda with limited liability) (Stock Code: 8076)
Board of Directors
Head Office and Principal Place of Business GENERAL MANDATES TO REPURCHASE SHARES AND
ISSUE NEW SHARES,
RE-ELECTION OF DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed as at the annual general meeting (the “AGM”) of Sing Lee Software (Group) Limited (the “Company”) to be held at Unicorn & Phoenix, Basement 2, The Charterhouse, 209-219 Wanchai Road, Hong Kong on Wednesday, 11 May 2011 at 10:00 a.m. This includes: (i) the granting to the Directors of general mandates for the repurchase and issue of Shares; (ii) the extension of the general mandates to issue additional Shares; and (iii) the re-election of Directors.
LETTER FROM THE BOARD
BACKGROUND
On 11 May, 2010, resolutions were passed by the shareholders of the Company granting general unconditional mandates to the directors of the Company (the “Directors”) to exercise the allot, issue and deal with shares in the capital of the Company not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue on 11 May, repurchase shares of the Company not exceeding 10% of the aggregate nominal amount of the shares of the Company in issue on 11 May, 2010; and add to the general mandate for issuing shares set out in paragraph (a) above the number of shares purchased by the Company pursuant to the repurchase mandate set The above general mandates will expire at the conclusion of the forthcoming AGM and the purpose of this circular is to seek your support, at the forthcoming AGM, to approve the general The Company and the Placing Agent, Quam Securities Company Limited, entered into the Placing Agreement on 4 August 2010, whereby the Company has conditionally agreed to place, through the Placing Agent on a best efforts basis, a maximum of 159,000,000 Warrants to independent investors. An aggregate of 159,000,000 Warrants have been successfully placed by the Company to not less than six individuals, corporate, institutional investors or other investors who are third parties independent of the Company and its connected persons (within the meaning of the GEM Listing Rules) of the Company, at the Issue Price of HK$0.03 and the Subscription Price is HK$0.60 per Warrant. The Warrant Shares will be issued under the General Mandate to allot, issue and deal with Shares granted to the Directors by a resolution of the Shareholders passed at the Company’s annual general meeting held on 11 May 2010 subject to the limit up to 20% of the then issued ordinary Shares with a par value of HK$0.01 each in the capital of the Company. Under the existing General Mandate, the Company is authorized to issue 159,168,000 Shares. Up to the latest practicable date, 16,000,000 Warrant Shares have been issued under the existing General Mandate. Save for this placement, the existing General Mandate has not been utilized since its grant.
The Appendix II to this circular contains an explanatory statement to repurchase mandate, as required by Rule 13.08 of the GEM Listing Rules, to provide the requisite information to the Shareholders to enable the Shareholders to make an informed decision on whether to vote for or against the Ordinary Resolution in relation to the Repurchase Mandate.
LETTER FROM THE BOARD
REPURCHASE MANDATE
At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Exchange”) shares in the Company up to a maximum of 10 per cent. of the shares of the Company in issue at the date of passing the ordinary resolution (the “Repurchase Mandate”).
The Repurchase Mandate, if approved, will continue in force until the conclusion of the next AGM of the Company or until revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting prior to the next annual general meeting.
NEW ISSUE MANDATE
At the AGM, it will also be proposed, by way of ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to issue new shares in the Company up to 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the ordinary resolution (“New Issue Mandate”, together with the Repurchase Mandate, collectively referred to the “General Mandates”). The Company has in issue an aggregate of 811,840,000 Shares as at 31 March 2011, being the latest practicable date (the “Latest Practicable Date”) prior to the printing of this circular. The Company would be allowed to allot additional Shares up to the aggregate nominal amount of a maximum of 162,368,000 Shares on the basis that no further Shares will be issued or repurchased prior to the AGM. In addition, it is further proposed, by way of another ordinary resolution, that the New Issue Mandate be extended so that the Directors be given a general mandate to issue further shares in the Company of an aggregate nominal amount equal to the aggregate nominal amount of the share capital of the Company repurchased under the Repurchase Mandate. Any issue of new shares in the Company is subject to approval from the Exchange for the listing of and permission to deal in such Re-Election of Directors
In accordance with Article 87 of the Company’s Bye-Laws, Mr. Xu Shu Yi & Mr. Lo King Man,, will retire from office by rotation at the forthcoming annual general meeting and, being eligible, offers themselves for re-election.
Particulars required to be disclosed under the GEM Listing Rules of the retiring director who will offer themselves for re-election at the AGM are set out in the Appendix I of this circular.
LETTER FROM THE BOARD
ACTION TO BE TAKEN
The AGM Notice convening the AGM is set out in pages 13 to 17 of this circular and a form of proxy for use at the AGM is herein enclosed.
Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar, Tricor Abacus Limited, 26/ F, Tesbury Centre, 28 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person at the AGM or any adjournment thereof should you so wish.
Pursuant to Rule 17.47(4) of the GEM Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The Chairman of the meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting pursuant to the existing Bye-law 66. An announcement will be made after the AGM on the results of the AGM.
RECOMMENDATION
The Directors consider that the granting of the Repurchase Mandate, New Issue Mandate and the proposals for re-election of Directors referred to in this circular are in the best interests of the Company and its shareholders as a whole and so recommend shareholders to vote in favour of the Sing Lee Software (Group) Limited
Hung Yung Lai
APPENDIX I
RE-ELECTION OF DIRECTORS
Mr. Xu Shu Yi, aged 46, is an Executive director of the Company. He joined the Company in
January 2004. Mr. Xu acquired professional accountant qualification in 1995 in China. Mr. Xu has over 27 years’ company financing and executive director’s experience in various industries like real estate developing, hotel industry and food-manufacturing industry. He is now taking charge of the Group’s financial strategy and planning of our Group.
Save as disclosed above, Mr. Xu did not hold any directorship in any other listed companies Mr. Xu does not have any relationship with any directors, senior management, management shareholders, substantial or controlling shareholders of the Company. Mr. Xu also does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Mr. Xu entered into a service contract with the Company for a term of three years which commenced on 6th January, 2004 and will continue thereafter for further successive periods of one year, provided that either party may terminate this appointment at any time after by giving one month’s written notice. Mr. Xu is currently entitled to an annual remuneration of HK$72,000 or such other sum as the Company may from time to time decide and this was determined based on prevailing market practice, his duties, responsibilities, contribution to the Company and the remuneration of other executive directors of the Company at the time the agreement was entered In relation to the appointment of Mr. Xu as an Executive director of the Company, there are no information to be disclosed pursuant to any of the requirements of the provisions under the paragraphs 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there other matters that need to be brought to the attention of holders of securities of the Company.
Mr. Lo King Man, JP , aged 73, is an Independent Non-executive Director of the Company.
He is a member of the remuneration committee and the audit committee of the Company. He joined the Company in March 2005. Mr. Lo began his career in academic administration at the University of Hong Kong and became deputy director of the former Hong Kong Polytechnic in 1986. He was also appointed director of the Hong Kong Academy for performing arts in 1993. Mr. Lo is the Peace Gentleman in Hong Kong, and he has an extensive record of public service. He has also served on the governing or executive bodies of numerous educational and cultural organizations. He was appointed an independent non-executive director of Chow Sang Sang Holding Int’l Ltd. in Save as disclosed above, Mr. Lo did not hold any directorship in any other listed companies APPENDIX I
RE-ELECTION OF DIRECTORS
Mr. Lo does not have any relationship with any directors, senior management, management shareholders, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Lo holds 600,000 Share Options of the Company. Save as disclosed herein, he does not have any other interests in the shares of the Company within the meaning of Part XV of the Mr. Lo entered into a service contract with the Company for a term of two years which commenced on 15th March, 2005 and will continue thereafter for further successive periods of one year, provided that either party may terminate this appointment at any time after by giving one month’s written notice. Mr. Lo is currently entitled to an annual remuneration of HK$72,000 or such other sum as the Company may from time to time decide and this was determined based on prevailing market practice, his duties, responsibilities, contribution to the Company and the remuneration of other independent non-executive directors of the Company at the time the In relation to the appointment of Mr. Lo as an Independent Non-executive Director of the Company, there are no information to be disclosed pursuant to any of the requirements of the provisions under the paragraphs 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there other matters that need to be brought to the attention of holders of securities of the Company.
APPENDIX II
EXPLANATORY STATEMENT
The following is the Explanatory Statement required to be sent to shareholders pursuant to Rule 13.08 of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (“GEM Listing Rules”) in connection with the proposed Repurchase Mandate which, if approved, would authorise directors of the Company to purchase shares of HK$0.01 each (“Shares”) in the Company.
(A) SHAREHOLDERS’ APPROVAL
The Company may only purchase its Shares on GEM if: the Shares proposed to be issued by the Company are fully-paid up; the Company has previously sent to its shareholders this Explanatory Statement; and (iii) the shareholders of the Company have in general meeting approved the Repurchase Mandate and the relevant documents in connection therewith have been delivered to NUMBER OF SHARES WHICH MAY BE REPURCHASED
As at the Latest Practicable Date, the issued share capital of the Company comprised Subject to the passing of the Ordinary Resolution no. 4 (B) in the AGM Notice and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 81,184,000 shares (being 10% of the Shares in issue as at the Latest Practicable Date) during the period from the date of passing of the Resolution no. 4 (B) as set out in the notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or (iii) the revocation or variation or renewal of the Repurchase Mandate by ordinary resolution of the shareholders of the Company in general meeting, whichever occurs first. As at the Latest Practicable Date, the Directors have no intention to exercise the Repurchase Mandate.
REASONS FOR PROPOSED REPURCHASE OF SHARES
The Directors believe that it is in the interests of the Company and its shareholders to have a general authority from shareholders to enable the Directors to repurchase shares on GEM. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.
APPENDIX II
EXPLANATORY STATEMENT
SOURCE OF FUNDS
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its bye-laws, the GEM Listing Rules and the laws of Bermuda. The Company shall not repurchase Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Exchange from time to time.
EFFECT OF EXERCISING THE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the 2010 annual report of the Company) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or on the gearing levels which, in the opinion of the Directors, are from time to time WHO MAY SELL SHARES IN THE EVENT THE REPURCHASE MANDATE IS
EXERCISED
The GEM Listing Rules prohibit the Company from knowingly repurchasing shares from a “connected person”, that is, a director, chief executive, substantial shareholder or management shareholder of the Company or any of their associates (as defined in the GEM Listing Rules). A connected person (as defined in the GEM Listing Rules) shall not knowingly sell his shares to the As at the Latest Practicable Date, no connected person (as defined in the GEM Listing Rules) has notified the Company that he has a present intention to sell shares to the Company in the event that the Company is authorised to make repurchases of shares.
As at the Latest Practicable Date, none of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the GEM Listing Rules), has any present intention, in the event that the Repurchase Mandate is approved, to sell any Shares APPENDIX II
EXPLANATORY STATEMENT
(G) DIRECTORS’ UNDERTAKING
The Directors have undertaken to the Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules and the THE HONG KONG CODE ON TAKEOVERS AND MERGERS
If, as a result of a repurchase of shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the “Code”). As a result, a shareholder, or a group of shareholders acting in concert (within that term’s meaning under the Code), depending on the level of increase in the shareholders interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Code.
As at the Latest Practicable Date, Goldcorp Industrial Limited, which was an initial management shareholder of the Company, held approximately 35.46% of the issued shares. In the event that the Directors exercise in full the power to repurchase shares of the Company in accordance with the terms of the Ordinary Resolution no. 4B to be proposed at the AGM, the total interests of Goldcorp Industrial Limited in the existing share capital of the Company would be proportionally increased to approximately 39.40%.
As a result, in the event that the Directors exercise in full the power to repurchase shares in accordance with the terms of Ordinary Resolution no. 4B, Goldcorp Industrial Limited and parties acting in concert (as defined in the Takeovers Code) with it would be obliged to make a mandatory offer for all securities of the Company not already owned by them in accordance with Rule 26 of the Takeovers Code. However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent as would give rise to this obligation.
NO REPURCHASES OF SHARES BY THE COMPANY
The Company has not repurchased any shares in the previous six months prior to the Latest APPENDIX II
EXPLANATORY STATEMENT
(J) SHARES
The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve calendar months were as follows: March (up to the Latest Practicable Date) NOTICE OF ANNUAL GENERAL MEETING
(Incorporated in the Bermuda with limited liability) (Stock Code: 8076)
NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Members of Sing Lee
Software (Group) Limited (“the Company”) will be held at Unicorn & Phoenix, Basement 2, The Charterhouse, 209-219 Wanchai Road, Hong Kong on Wednesday, 11 May 2011 at 10:00 a.m. for To receive and consider the audited combined financial statements and the reports of the directors of the Company (the “Directors”) and the auditors (the “Auditors”) for the financial year ended 31 December 2010; To re-elect Mr. Xu Shu Yi as executive director and authorise the board of Directors to fix his remuneration (if any); re-elect Mr. Lo King Man as independent non-executive director and authorise the board of Directors to fix his remuneration (if any); To re-appoint auditors and to authorise the board of Directors to fix their NOTICE OF ANNUAL GENERAL MEETING
As special business, to consider and, if thought fit, pass the following resolutions with or without amendments as Ordinary Resolutions of the Company: subject to sub-paragraph (ii) of this resolution, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (“GEM”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares) which might require the exercise of such powers either during or after the Relevant Period, be and is hereby aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in sub- paragraph (i) of this resolution, otherwise than pursuant to (a) a Rights Issue (as defined below), (b) the exercise of warrants to subscribe for shares of the Company or the exercise of any options granted under the share option scheme adopted by the Company, or (c) an issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and this approval shall be limited accordingly; and “Relevant Period” means the period from the date of this resolution until conclusion of the next annual general meeting of the the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; and NOTICE OF ANNUAL GENERAL MEETING
date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution in general meeting.
“Rights Issue” means offer of shares of the Company open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to overseas shareholders or fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong).” subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase issued shares in the capital of the Company on the Stock Exchange or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in connection with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the GEM or of any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved; aggregate nominal amount of shares of the Company which the Company is authorised to repurchase pursuant to the approval in sub- paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and this approval shall be limited accordingly; “Relevant Period” means the period from the passing of this resolution conclusion of the next annual general meeting of the NOTICE OF ANNUAL GENERAL MEETING
the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; and the date on which the authority sets out for this resolution is revoked or varied by an ordinary resolution in general meeting.” “THAT conditional upon ordinary resolutions nos. 4(A) and 4(B) above being
passed, the aggregate nominal amount of shares of the Company which are repurchased by the Company under the authority granted to the Directors of the Company as mentioned in ordinary resolution nos. 4(B) above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to Hung Yung Lai
As at the date of this notice, the directors of the Company are as follows: Head office and principal place of business: NOTICE OF ANNUAL GENERAL MEETING
A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Member of the Company.
To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s branch share registrar, Tricor Abacus Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjourned meeting thereof.
Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be Where there are joint holders of any share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at any 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, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
Pursuant to Rule 17.47 of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “GEM Listing Rules”), any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the meeting shall be voted by poll.

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