CST Mining Group Ltd : NOTICE OF EXTRAORDINARY GENERAL MEETING (in PDF)
05/20/2012| 08:33pm US/Eastern
Recommend:
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 the Cayman Islands with limited liability)
(Stock Code: 985)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting
of CST Mining Group Limited (the "Company") will be held at
Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel,
1 Harbour Road, Wanchai, Hong Kong on Wednesday, 6 June 2012
at 10:00 a.m. or any adjournment thereof for the purposes of
considering and, if thought fit, passing with or without
amendment or modification, the following resolutions:
ORDINARY RESOLUTIONS
1. "THAT the execution, performance and implementation of the
share purchase agreement (the "Share Purchase Agreement")
dated 23 April 2012 and entered into between the Company and
Cumbres Andinas S.A. (the "Purchaser") (a copy of which has
been produced at the meeting, marked "A" and initialed by the
chairman of the meeting for the purpose of identification)
and described in the circular of the Company dated 21 May
2012 (the "Circular"), pursuant to which the Company has
agreed to sell on behalf of Avion Investments Limited, or
procure the sale of, and the Purchaser has agreed to
purchase, the entire issued share capital in CST Resources
Limited pursuant to the terms and subject to the conditions
set out therein and the other Transaction Documents (as
defined in the Circular) and ancillary matters contemplated
thereunder be and are hereby approved, ratified and
confirmed; and any one director of the Company be and is
hereby authorised for and on behalf of the Company to execute
from time to time all such documents, instruments, agreements
and deeds and to do all such acts matters and things as
he/she may in his/her absolute discretion consider necessary
or desirable for the purpose of and in connection with the
implementation of the Share Purchase Agreement, the other
Transaction Documents and the Transaction, and to agree to
such variations of the terms of the Share Purchase Agreement
or any other Transaction Documents as he/she may in his/her
absolute discretion consider necessary or desirable."
2. "THAT Ms. Yang Yi-fang be re-elected as an executive
director of the Company and that the board of directors of
the Company be authorised to fix her remuneration."
By Order of the Board
CST Mining Group Limited
Chiu Tao
Executive Director and Chairman
Hong Kong, 21 May 2012
- 1 -
As at the date of this announcement, the board of directors
of the Company comprises (i) Mr. Chiu Tao (Chairman), Mr.
Owen L. Hegarty, Ms. Yang Yi-fang, Mr. Wah Wang Kei, Jackie,
Mr. Hui Richard Rui, Mr. Kwan Kam Hung, Jimmy, Mr. Lee Ming
Tung, Mr. Yeung Kwok Yu, Mr. Tsui Ching Hung and Mr. Chung
Nai Ting as executive directors of the Company and (ii) Mr.
Yu Pan, Ms. Tong So Yuet and Mr. Chan Shek Wah as independent
non-executive directors of the Company.
Notes:
1. Any member of the Company entitled to attend and vote at
the meeting is entitled to appoint a proxy to attend and vote
on behalf of him. A proxy need not be a member of the
Company.
2. To be valid, a form of proxy, together with any power of
attorney or other authority, if any, under which it is signed
or a certified copy of that power of authority must be lodged
with the Company's branch share registrar in Hong Kong,
Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28
Queen's Road East, Wanchai, Hong Kong as soon as possible and
in any event no later than 48 hours before the time appointed
for holding the meeting or any adjournment thereof.
3. Completion and return of the proxy form will not preclude
members of the Company from attending and voting in person at
the meeting or at any adjournment thereof (as the case may
be) should they so wish, and in such event, the instrument
appointing a proxy shall be revoked.
- 2 -
distributed by
|
|
Recommend :
