By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
(Incorporated in Bermuda with limited liability)
(Stock Code: 00336) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the special general meeting (the "Meeting") of Huabao International Holdings Limited (the "Company") will be held at Suite 3008, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 13 September 2013 at 9:30 a.m. (if there is a "black" rainstorm warning or a tropical cyclone warning signal number 8 or above in force on 13 September 2013, the provisions contained in Note 9 below shall be applicable) for the following purposes: ORDINARY RESOLUTIONS
1. To consider and approve the revision to the existing annual caps of the Continuing Connected Transaction for the two financial years ending 31 March 2015 contemplated under the Hongta Framework Agreement. (Note 1)
2. To consider and approve the revision to the existing annual caps of the Continuing Connected Transaction for the two financial years ending 31 March 2015 contemplated under the GD Framework Agreement. (Note 2)
3. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as special resolutions:
(A) "THAT the bye-laws of the Company (the "Bye-law") be amended as follows: The existing Bye-law 80 is as follows:
"80. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked."
* For identification purposes only
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The existing Bye-law 80 is proposed to be deleted in its entirety and substituted therefor the following as the new Bye-law 80:
"80. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked."
(B) "THAT subject to passing Resolution 3(A) as set out in the notice convening the Meeting a new set of Bye-laws which consolidates all of the proposed amendments referred to in Resolution 3(A) above and all previous amendments made pursuant to resolutions passed by Shareholders of the Company at general meetings, a copy of which has been tabled at the meeting marked "A" and signed by the chairman of the Meeting for identification purpose, be and is hereby adopted as the new Bye-laws of the Company in substitution for and to the exclusion of the existing Bye-laws of the Company with immediate effect."
By Order of the Board
Executive Director
Hong Kong, 29 August 2013
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Notes:
1. For details of the revision to the annual caps of the Continuing Connected Transaction for the two financial years ending 31 March 2015 contemplated under the Hongta Framework Agreement, please refer to the Company's circular dated 29 August 2013 (the "Circular").
2. For details of the revision to the annual caps of the Continuing Connected Transaction for the two financial years ending 31 March 2015 contemplated under the GD Framework Agreement, please refer to the Circular.
3. A shareholder of the Company entitled to attend and vote at the Meeting (or at any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead in accordance with the bye-laws of the Company. A proxy need not be a shareholder of the Company.
4. A form of proxy for use at the Meeting is enclosed.
5. To be valid and for administrative purpose, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified true copy of that power of attorney or authority must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis 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 adjourned meeting thereof) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the Meeting (or any adjourned meeting thereof) should they so wish.
6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of such shares.
7. In order to determine the entitlement of Shareholders to attend and vote at the Meeting, the Register of Members of the Company will be closed from 10 September 2013 to 13 September 2013, both days inclusive, during which no transfer of shares will be effected. All properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar, Tricor Tengis Limited, 26/F., Tesbury Centre, 28 Queen's Road East, Hong Kong not later than 4:30 p.m. on 9 September 2013. Shareholders whose names are recorded in the Register of Members of the Company on 13 September 2013 are entitled to attend and vote at the Meeting.
8. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the Meeting.
9. If there is a "black" rainstorm warning or a tropical cyclone warning signal number 8 or above in force at or after 7:30 a.m. on 13 September 2013 and/or the Hong Kong Observatory has announced at or before 7:30 a.m. on 13 September 2013 that either of the above mentioned warnings is to be issued within the next two hours, the Meeting shall automatically be postponed to the next Business Day on which no "black" rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted between the hours from 7:30 a.m. to 9:30 a.m. and in such case the Meeting shall be held at 9:30 a.m. on that Business Day at Suite 3008, Central Plaza,
18 Harbour Road, Wanchai, Hong Kong. "Business Day", in this context, shall mean a day (not being a Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are open for general banking business.
As at the date of this announcement, the Board comprises five executive directors, namely Ms. CHU Lam Yiu (Chairman and CEO), Messrs. POON Chiu Kwok, WANG Guang Yu, XIA Li Qun, XIONG Qing and four independent non-executive directors, namely Dr. DING Ningning, Mr. LEE Luk Shiu, Ms. MA Yun Yan and Mr. WU Chi Keung.
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