Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
金地商置集團有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 535)to receive and consider the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2015.
to declare a final dividend for the year ended 31 December 2015.
(A) to re-elect Mr. Ling Ke as an executive director of the Company and authorise the board of directors of the Company to fix his remuneration.
to re-elect Mr. Chiang Sheung Yee, Anthony as an independent non-executive director of the Company and authorise the board of directors of the Company to fix his remuneration.
to re-elect Mr. Hu Chunyuan as an independent non-executive director of the Company and authorise the board of directors of the Company to fix his remuneration.
to re-appoint Ernst & Young as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
as special business, to consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS"THAT:
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 the shares of HK$0.10 each in the share capital of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited
* For identification purpose only
(the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
the aggregate nominal amount of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution 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 the said approval shall be limited accordingly; and
for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
the conclusion of the next annual general meeting of the Company;
the expiration of the period within which the next annual general meeting of the Company is required by Bermuda law or the Bye-laws of the Company or any applicable law to be held; or
the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
"THAT:
subject to the following provisions 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 and deal with additional Shares, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) 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;
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 and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
the aggregate nominal amount of the share capital of the Company 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:
a Rights Issue (as hereinafter defined);
an issue of shares upon the exercise of the subscription or conversion rights under the terms of any warrants of the Company or any securities which are convertible into shares of the Company;
an issue of shares as scrip dividends pursuant to the Bye-laws of the Company from time to time;
an exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or such other persons eligible to participate in any such scheme(s) or arrangement of shares or rights to acquire shares of the Company; or
a specific authority granted by the shareholders of the Company in general meeting,
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 the said approval shall be limited accordingly; and
for the purpose of this resolution,
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
the conclusion of the next annual general meeting of the Company;
the expiration of the period within which the next annual general meeting of the Company is required by Bermuda law or the Bye-laws of the Company or any applicable law to be held; or
the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
"THAT subject to the passing of resolution nos. 5 and 6 set out in the notice ("Notice") convening this meeting, the general mandate granted to the directors of the Company in resolution no. 6 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to the exercise by the directors of the Company of the general mandate granted to them in resolution no. 5 set out in the Notice to repurchase Shares provided that such amount shall not exceed 10% of the total nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution."
"THAT:
the authorised share capital of the Company be increased from HK$2,000,000,000 divided into 20,000,000,000 shares of HK$0.10 each to HK$4,000,000,000 divided into 40,000,000,000 shares of HK$0.10 each (the "Increase in Authorised Share Capital") by the creation of an additional 20,000,000,000 unissued shares of the Company of HK$0.10 each; and
any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in and to give effect to the Increase in Authorised Share Capital."
"Rights Issue" means the allotment, issue or grant of shares pursuant to an offer of shares opened for a period fixed by the directors of the Company to the holders of shares of the Company on the register 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 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 applicable to the Company)."
By order of the Board
Gemdale Properties and Investment Corporation Limited Huang JuncanChairman and Executive Director
Hong Kong, 26 January 2016
Gemdale Properties And Investment Corp Ltd. issued this content on 2016-01-25 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-25 09:38:04 UTC
Original Document: http://en.gemdalepi.com/UpFiles/bpic/2016-01/20160125051831087.pdf
