CHU KONG SHIPPING ENTERPRISES (GROUP) COMPANY LIMITED 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 Hong Kong with limited liability)
(Stock Code: 00560)Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 29 March 2016.
"THAT
the Sun Kong Agreement (including a share purchase agreement dated 4 March 2016 and a supplemental agreement dated 24 March 2016) entered into between the Company as transferee and CKSE as transferor, pursuant to which CKSE has conditionally agreed to sell and the Company has conditionally agreed to purchase the entire issued shares of Sun Kong Petroleum for a total consideration of HK$166,000,000 and all transactions contemplated under the Sun Kong Agreement and in connection with each of them be and are hereby approved, confirmed and ratified; and the Cotai Agreement (including a share purchase agreement dated 4 March 2016 and a supplemental agreement dated 24 March 2016) entered into between (i) the Company and CKPT as transferees and (ii) CKSE and Sportwise Development as the transferors, pursuant to which CKSE and Sportwise Development have conditionally agreed to sell and the Company and CKPT have conditionally agreed to purchase the entire issued share capital of Cotai Shipping for a total consideration of MOP88,900,000 (equivalent to approximately HK$86,233,000) and all transactions contemplated under the Cotai Agreement and in connection with each of them be and are hereby approved, confirmed and ratified;
any one director of the Company be and is hereby authorised for and on behalf of the Company to sign, execute, perfect, perform and deliver all such agreements, instruments, deeds and documents and do all such acts or things and take all such steps as they may in their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement or given effect to or otherwise in connection with or incidental to the Sun Kong Agreement and the Cotai Agreement and all the transactions contemplated thereunder and to agree to such variations, amendments or waivers as are, in the opinion of the directors of the Company, in the interests of the Company."
Yours faithfully,
For and on behalf of the Board of
Chu Kong Shipping Enterprises (Group) Company Limited Xiong GebingChairman/Managing director
Hong Kong, 29 March 2016
Notes:
A member of the Company entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the General Meeting. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each of such proxies is so appointed.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer or attorney authorised to sign the same.
In order to be valid, the proxy form must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company's share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and, in any event not less than 48 hours before the time appointed for the holding of the General Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a member from attending in person and voting at the General Meeting or any adjournment thereof, should he so wish and in such event, the proxy form will be deemed to be revoked.
The register of members of the Company will be closed on 15 April 2016, during which no transfer of Shares will be effected. In order to ascertain Shareholders' rights for the purpose of attending and voting at the General Meeting, all transfer documents, accompanied by relevant share certificates, must be lodged with the Company's share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 4:00 p.m. on 14 April 2016 for registration.
In the case of joint holders of shares, any one of such holders may vote at the General Meeting, either personally 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 are present at the General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
The voting on the resolution will be conducted by way of a poll.
As at the date of this announcement, the Company's executive directors include Mr. Xiong Gebing, Mr. Zeng He and Mr. Cheng Jie; non-executive director include Mr. Zhang Lei; independent non-executive directors include Mr. Chan Kay-cheung, Ms. Yau Lai Man and Mr. Chow Bing Sing.
CKS - Chu Kong Shipping Development Company Limited issued this content on 29 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 March 2016 08:29:09 UTC
Original Document: http://www.cksd.com/attachment/2016032916170100002464749_en.pdf
