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EMBRY HOLDINGS LIMITED
安莉芳控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1388)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Embry Holdings
Limited (the “Company”) will be held on Friday, 28 December 2007 at 3:30 p.m. at Chatham Room,
Level 7, Conrad Hotel, Pacific Place, 88 Queensway, Hong Kong for 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 agreement entered into between Embry Group Limited, a wholly-owned subsidiary of the
Company, as vendor and Sinowide Investments Limited as purchaser in relation to the sale and
purchase of the entire issued share capital of Embry Development Limited dated 27 November 2007
(the “Disposal Agreement”) (a copy of the Disposal Agreement marked “A” and initialed by the
chairman of the Meeting for identification purpose has been tabled at the Meeting) and all transactions
contemplated thereunder be and are hereby confirmed, approved and ratified; and
(b) the directors of the Company (“Directors”) or a duly authorised committee of the board of Directors
be and are hereby authorised to do all such acts and things (including, without limitation, signing,
executing (under hand or under seal), perfecting and delivery of all agreements, documents and
instruments) which are in their opinion necessary, appropriate, desirable or expedient to implement
or to give effect to the terms of the Disposal Agreement and all transactions contemplated thereunder
and all other matters incidental thereto or in connection therewith and to agree to and make such
variation, amendment and waiver of any of the matters relating thereto or in connection therewith
that are, in the opinion of the Directors, not material to the terms of the Disposal Agreement and all
transactions contemplated thereunder and are in the interests of the Company.”
By Order of the Board
Hui, Chun Ho Eric
Company Secretary
Hong Kong, 11 December 2007
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Notes:
1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as
his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than
one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On
a poll, votes may be given either personally or by proxy.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly
authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or
attorney duly authorised.
3. To be valid, the instrument appointing a 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, shall be deposited at the Company’s branch share
registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong
Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date of its execution, except at
an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting
was originally held within 12 months from such date.
5. Where there are joint registered holders of any shares, any one of such joint holders may vote at the Meeting, either in
person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint
holders be present at the Meeting in person or by proxy, that one of the said persons so present whose name stands
first on the register in respect of such share shall alone be entitled to vote in respect thereof.
6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting
in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed
to be revoked.
7. The transfer books and Register of Members of the Company will be closed from Thursday, 27 December 2007 to
Friday, 28 December 2007, both days inclusive. During such period, no share transfers will be effected. In order to
qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be
lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor,
Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on Monday, 24 December
2007.
As at the date of this notice, the board of directors comprises four executive Directors, namely Mr. Cheng
Man Tai (Chairman), Ms. Cheng Pik Ho Liza (Chief Executive Officer), Madam Ngok Ming Chu and
Mr. Hung Hin Kit; and three independent non-executive Directors, namely Mr. Lau Siu Ki, Mr. Lee Kwan
Hung and Prof. Lee T.S..
NOTICE OF EXTRAORDINARY GENERAL MEETING |
