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: 2689) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of Nine Dragons Paper (Holdings) Limited (the "Company") will be held at Ballroom B, 5/F., Island Shangri-la, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 6 December 2012 at 2:30 p.m. for the following purposes:
1. To receive and consider the audited financial statements,
the reports of the directors and independent auditor for the
year ended 30 June, 2012.
2. To declare the final dividend for the year ended 30 June,
2012.
3. (a) (i) To re-elect Mr. Zhang Cheng Fei as a Director;
(ii) To re-elect Mr. Lau Chun Shun as a Director;
(iii) To re-elect Mr. Chung Shui Ming as a Director; and
(iv) To re-elect Dr. Cheng Chi Pang as a Director. (b) To fix
the Directors' remuneration.
4. To re-appoint auditor and to authorise the board of
directors to fix the auditor's remuneration.
5. As special business, to consider and, if thought fit, to
pass the following resolutions as ordinary resolution of the
Company:
(A) "THAT:
(i) subject to sub-paragraph (iii) 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 in
the capital of the Company and to make or grant offers,
agreements and options (including warrants, bonds and
debentures convertible into shares of the Company) which
would or might require the exercise of such powers, subject
to and in accordance with all applicable laws and the
bye-laws of the Company, be and is hereby generally and
unconditionally approved;
* For identification purpose only
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(ii) the approval in sub-paragraph (i) 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 of the Company) which would or might require the
exercise of such powers after the end of the Relevant
Period;
(iii) 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 approvals in sub-paragraphs (i) and (ii) of
this resolution, otherwise than pursuant to a Rights Issue
(as hereinafter defined) or upon the exercise of rights of
subscription or conversion under the outstanding warrants to
subscribe for shares of the Company or any securities which
are convertible into shares of the Company or the share
option scheme of the Company or any scrip dividend in lieu of
the whole or part of a dividend on shares of the Company,
shall not exceed 20 per cent. of the aggregate nominal amount
of the ordinary share capital of the Company in issue on the
date of this resolution and the said approval shall be
limited accordingly; and
(iv) for the purpose of this resolution:
"Relevant Period" means the period from the date of the
passing of this resolution until whichever is the earliest
of:
(a) the conclusion of the next annual general meeting of the
Company;
(b) 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 laws of Bermuda to be held;
or
(c) the revocation or variation of the authority given under
this resolution 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 on
the register on a fixed record date in proportion to their
then holdings of such shares (subject to such exclusion 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)."
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(B) "THAT:
(i) subject to sub-paragraph (iii) 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 issued shares in the capital of the
Company on The Stock Exchange of Hong Kong Limited (the
"Stock Exchange") or on any other stock exchange on which the
shares of the Company may be listed and recognised by the
Securities and Futures Commission 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 or any other
stock exchange as amended from time to time, be and is hereby
generally and unconditionally approved;
(ii) the approval in paragraph (i) of this resolution shall
be in addition to any other authorization given to the
directors of the Company and shall authorize the directors of
the Company on behalf of the Company during the Relevant
Period to procure the Company to purchase its shares at a
price determined by the directors of the Company;
(iii) the aggregate nominal amount of the ordinary share
capital of the Company which the directors of the Company are
authorised to repurchase pursuant to the approvals in sub-
paragraphs (i) and (ii) of this resolution shall not exceed
10 per cent. of the aggregate nominal amount of the ordinary
share capital of the Company in issue on the date of this
resolution and the said approval shall be limited
accordingly; and
(iv) for the purpose of this resolution:
"Relevant Period" means the period from the date of the
passing of this resolution until whichever is the earliest
of:
(a) the conclusion of the next annual general meeting of the
Company;
(b) 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 laws of Bermuda to be held;
or
(c) the revocation or variation of the authority given under
this resolution by an ordinary resolution of the shareholders
of the Company in general meeting."
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(C) "THAT conditional upon the resolutions numbered 5(A) and
5(B) as set out in the notice convening this meeting (the
"Notice") being passed, the general mandate granted to the
directors of the Company to allot, issue and deal with
additional shares in the ordinary share capital of the
Company pursuant to the resolution numbered 5(A) as set out
in the Notice be and is hereby extended by the addition
thereto of an amount representing the aggregate nominal
amount of shares in the share capital of the Company
repurchased by the Company under the authority granted
pursuant to the resolution numbered 5(B) as set out in the
Notice."
By Order of the Board Cheng Wai Chu, Judy Company
Secretary
Hong Kong, 30 October, 2012
Registered office: Principal place of business
Clarendon House in Hong Kong:
2 Church Street Room 3129, 31/F Hamilton HM 11 Sun Hung Kai
Centre Bermuda 30 Harbour Road
Wanchai
Hong Kong
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Notes:
1. Any member of the Company entitled to attend and vote at a meeting of the Company 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 attend on the same occasion. A proxy need not be a member of the Company.
2. A form of proxy for the meeting is enclosed. The instrument appointing a proxy and 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 deposited at the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting at which the person named in the instrument proposes to vote.
3. To ascertain shareholder's eligibility to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 4 December, 2012 to Thursday, 6 December, 2012, both dates inclusive, during which period no transfers of shares shall be effected. In order to qualify for attending and voting at the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong for registration before 4:30 p.m. on Monday, 3 December, 2012.
4. To ascertain shareholder's entitlement to the proposed final dividend upon the passing of the resolution no. 2 set out in the notice, the register of members of the Company will be closed from Friday, 14 December, 2012 to Tuesday, 18 December,
2012, both dates inclusive, during which period no transfers of shares shall be effected. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong for registration before 4:30 p.m. on Thursday, 13 December, 2012.
5. Each of the resolutions set out in the notice will be voted by way at a poll.
As at the date of this notice, Ms. Cheung Yan, Mr. Liu Ming Chung, Mr. Zhang Cheng Fei, Mr. Lau Chun Shun, Mr. Zhang Yuanfu and Ms. Gao Jing are executive Directors, and Ms. Tam Wai Chu, Maria, Mr. Chung Shui Ming, Timpson, Dr. Cheng Chi Pang and Mr. Wang Hong Bo are independent non-executive Directors.
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