– 1 –
Enviro Energy International Holdings Limited
環能國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
Website: http://www.enviro-energy.com.hk
(Stock Code: 8182)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Enviro Energy International
Holdings Limited (the “Company”) will be held at Unit A, 7th Floor, Guangdong Investment Tower, 148
Connaught Road Central, Hong Kong on Monday, 18 February 2008 at 3:00 p.m. for the purposes of
considering and if thought fit, passing the following resolutions, with or without amendments, as ordinary
resolutions of the Company:
ORDINARY RESOLUTIONS
“THAT:
1. the terms and conditions of the conditional sale and purchase agreement dated 14 September 2007
and the supplemental deed dated 17 December 2007 (the “Agreements”) entered into between,
among others, the Company and Global Richland Investment Limited (“Global Richland”), a copy
of which has been produced to this meeting marked “A” and signed by the Chairman of this meeting
for the purpose of identification, and the transactions contemplated thereby, be and are hereby
approved, ratified and confirmed;
2. conditional upon the GEM Listing Committee of 0025 each in the share capital of the Company (the “Consideration Shares”), the allotment
and issue of the Consideration Shares credited as fully paid at an issue price of approximately
HK$1.708 per Consideration Share to Global Richland or its nominee(s) pursuant to the Agreements
be and is hereby approved and that any two directors of the Company be and are hereby authorised
to allot and issue the Consideration Shares in accordance with the terms of the Agreements and to
take all steps necessary, desirable or expedient in their opinions to implement or give effect to the
allotment and issue of the Consideration Shares; and
– 2 –
3. any one of the directors of the Company be and is hereby authorised for and on behalf of the
Company to sign and, where required, to affix the common seal of the Company onto any documents,
instruments or agreements and to do all such acts and things and execute all such documents as he
may in his discretion consider necessary or expedient for the purpose of implementing the Agreements,
issuing and allotment of the Consideration Shares and the transactions contemplated thereby and in
connection therewith.”
By order of the Board
Chan Wing Him, Kenny
Chairman
Hong Kong, 31 January 2008
Notes:
(1) A form of proxy for use at the meeting is enclosed.
(2) Any member entitled to attend and vote at the Extraordinary General Meeting is 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 of the Company may
appoint one or more proxies to attend instead of him/her. A proxy need not be a member of the Company.
(3) The form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation,
must be under its seal or the hand of an officer, attorney or other person duly authorized.
(4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy
thereof must be lodged at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor
Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, not later than 48 hours before the time
appointed for holding the Extraordinary General Meeting or any adjourned meeting (as the case may be) and in default
the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from
attending and voting in person at the Extraordinary General Meeting or at any adjourned meeting (as the case may be)
should they so wish.
(5) Where there are joint registered 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/she was solely entitled thereto; but if more than one of such joint
holders be present at the meeting personally or by proxy, the vote of that one of the said persons so present whose
name stands first on the register of members in respect of such share shall be accepted to the exclusion of the votes of
the other joint holders.
– 3 –
As at the date of this announcement, the executive Directors of the Company are Mr. Chan Wing Him
Kenny and Mr. Chan Man Ching, the non-executive Director is Dr. Arthur Ross Gorrell, and the
independent non-executive Directors are Mr. Lo Chi Kit, Mr. Poon Lai Yin, Michael and Mr. Tam Hang
Chuen.
This announcement, for which the Directors collectively and individually accept full responsibility, includes
particulars given in compliance with the GEM Listing Rules for the purpose of giving information with
regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of
their knowledge and belief: (1) the information contained in this announcement is accurate and complete
in all material respects and not misleading; (2) there are no other matters the omission of which would
make any statement in this announcement misleading; and (3) all opinions expressed in this announcement
have been arrived at after due and careful consideration and are founded on bases and assumptions that
are fair and reasonable.
This announcement will remain on the website of GEM at www.hkgem.com on the “Latest Company
Announcements” page for at least 7 days from the date of publication and the website of the Company at
www.enviro-energy.com.hk.
Notice of EGM |
