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e-Kong Group Limited
(Incorporated in Bermuda with limited liability)
www.e-kong.com
(Stock Code: 524)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting
of e-Kong Group Limited (the “Company”) will be held at The China
Club, 13/F., The Old Bank of China Building, Bank Street, Central,
Hong Kong on Tuesday, 15 May 2007 at 10:00 a.m. for the following
purposes:
As Ordinary Business
1. To receive and consider the audited financial statements for the
year ended 31 December 2006 and the reports of directors and
of the auditors thereon.
2. To re-elect retiring directors and to fix their remuneration.
3. To appoint auditors and to authorise the board of directors to
fix their remuneration.
As Special Business
4. To consider and, if thought fit, pass the following resolutions,
with or without amendments, as ordinary resolutions:
A. “THAT:
(a) subject to paragraph (c) of this Resolution, the
exercise by the directors of the Company during the
Relevant Period (as hereinafter defined) of all the
powers of the Company to allot, issue or otherwise
deal with additional shares of HK$0.01 each in the
capital of the Company, or securities convertible into
shares, or options, warrants or similar rights to
subscribe for any shares, and to make or grant offers,
agreements or options which would or might require
the exercise of such powers, subject to and in
accordance with all applicable laws, be and is hereby
generally and unconditionally approved;
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(b) the approval in paragraph (a) of this Resolution shall
authorise the directors of the Company during the
Relevant Period to make or grant offers, agreements
or options which would or might require the exercise
of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted
or agreed conditionally or unconditionally to be
allotted (whether pursuant to an option or otherwise)
and issued by the directors of the Company pursuant
to the approval in paragraph (a) of this Resolution,
otherwise than pursuant to issue of shares as a result
of:
(i) a Rights Issue (as hereinafter defined); or
(ii) any scrip dividend or similar arrangement
providing for the allotment of shares, in lieu of
the whole or part of a dividend on shares of
the Company, pursuant to the Bye-laws of the
Company from time to time; or
(iii) the exercise of any option granted under any
share option scheme or similar arrangement for
the time being adopted and approved by the
shareholders of the Company for the grant or
issue to directors or employees or eligible
participants of the Company and/or any of its
subsidiaries of shares or rights to acquire shares
in the Company; or
(iv) the exercise of subscription rights or conversion
rights attaching to any warrants or any other
securities convertible into shares which may be
issued by 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 passing this Resolution and the said
approval shall be limited accordingly; and
(d) for the purpose of this Resolution:
“Relevant Period” means the period from the passing
of this Resolution until the earliest of:
(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 Bye-laws of the Company or
any applicable law to be held; and
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(iii) the date on which the authority given under this
Resolution is revoked or varied by an ordinary
resolution of the shareholders of the Company
in general meeting.
“Rights Issue” means an offer of shares open for a
period fixed by the directors of the Company to
holders of shares of the Company or any class thereof
on the register of members of the Company on a
fixed record date in proportion to their then holdings
of such shares or any class thereof (subject to such
exclusions or other arrangements as the directors of
the Company may deem necessary or expedient in
relation to fractional entitlements or having regard to
any restrictions or obligations under the laws, or the
requirements of any recognised regulatory body or any
stock exchange, in any territory applicable to the
Company).”
B. “THAT:
(a) subject to paragraph (b) of this Resolution, the
exercise by the directors of the Company during the
Relevant Period (as hereinafter defined) of all the
powers of the Company to repurchase shares of the
Company on ”
C. “THAT conditional upon Resolutions 4A and 4B above
being passed, the general mandate granted to directors of
the Company for the time being in force to exercise the
powers of the Company to allot, issue and deal with
additional shares of the Company pursuant to Resolution
4A be and is hereby extended by the addition to the
aggregate nominal amount of share capital of the Company
which may be allotted, issued, and dealt with or agreed
conditionally or unconditionally to be allotted, issued and
dealt with by the directors of the Company pursuant to
such general mandate of an amount representing the
aggregate nominal amount of the shares repurchased by the
Company under the authority granted pursuant to Resolution
4B, provided that such extended amount shall not exceed
10% of the aggregate nominal amount of the share capital
of the Company in issue as at the date of passing this
Resolution.”
By Order of the Board
Lau Wai Ming, Raymond
Company Secretary
Hong Kong, 4 April 2007
Notes:
1. A member entitled to attend and vote at the meeting convened by
the above notice (or at any adjournment thereof) is entitled to
appoint a proxy to attend and vote on his/her behalf at the meeting.
A proxy need not be a member of the Company.
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2. To be valid, a form of proxy, together with 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
deposited at the Company’s Branch Share Registrar in Hong Kong,
Secretaries Limited at Level 25, Three Pacific Place, 1 Queen’s Road
East, Hong Kong, not less than 48 hours before the time appointed
for holding the meeting or any adjournment thereof.
3. Completion and delivery of the form of proxy shall not preclude any
member from attending and voting in person at the meeting convened,
if the member so desires and in such event, the form of proxy shall
be deemed to be revoked.
4. In case of joint registered holders of any shares, any one of such
persons may vote at the meeting, either personally or by proxy, in
respect of such shares as if he/she was solely entitled thereto, but
if more than one of such joint holders shall be present at the
meeting personally or by proxy, that one of such holders so present
whose name stands first in the register of members of the Company
in respect of such shares shall alone be entitled to vote in respect
thereof.
5. Pursuant to the Bye-laws of the Company, a resolution put to the
vote of a general meeting shall be decided on a show of hands
unless (before or on the declaration of the result of the show of
hands or on the withdrawal of any other demand for a poll) a poll
is demanded by (a) the chairman of such meeting; or (b) at least
three members of the Company (“Shareholders”) present in person
or (being a corporation) by its duly authorised representative or by
proxy for the time being entitled to vote at the meeting; or (c)
Shareholder(s) present in person or (being a corporation) by its duly
authorised representative or by proxy and representing not less than
one-tenth of the total voting rights of all Shareholders having the
right to vote at the meeting; or (d) Shareholder(s) present in person
or (being a corporation) by its duly authorised representative or by
proxy and holding Shares on which an aggregate sum has been paid
up equal to not less than one-tenth of the total sum paid up on
all Shares.
6. An explanatory statement containing further details regarding Resolution
4B above is being sent to members and other persons who are
entitled thereto together with the Company’s 2006 Annual Report.
As at the date of this announcement, the Board of the Company
comprises Executive Directors, Richard John Siemens, Kuldeep Saran
and Lim Shyang Guey; Non-executive Director, William Bruce Hicks
and Independent Non-executive Directors, Shane Frederick Weir, John
William Crawford and Gerald Clive Dobby.
Please also refer to the published version of this announcement in
The Standard.
Notices of General Meetings |
