Mongolia Investment Group Ltd. : Notice of Extraordinary General Meeting
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(incorporated in the Cayman Islands with limited liability)(Stock code: 402) NOTICE OF EXTRAORDINARY GENERAL MEETINGNOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Mongolia Investment Group Limited (the "Company") will be held at Unit 2402, Admiralty Centre Tower 1, 18 Harcourt Road, Hong Kong on Monday, 19 November 2012 at 10:00 a.m. for the purpose of considering and, if thought fit, with or without amendments, passing the following resolution of the Company:ORDINARY RESOLUTION
"THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue and to be issued upon the Share Consolidation (as defined below) becoming effective, with effect from the first business day (as defined in the Rules Governing the Listing of Securities on the Stock Exchange) immediately following the date on which this resolution is passed:
(a) every five shares of HK$0.05 each in the issued and unissued share capital of the Company be consolidated into one (1) consolidated share of HK$0.25 each ("Consolidated Share") in the issued and unissued share capital of the Company ("Share Consolidation");
(b) all of the Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company; and
(c) any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and to sign and execute all such documents and deeds on behalf of the Company, including under seal where applicable, as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect to and implement any of the foregoing."
By order of the board Mongolia Investment Group Limited Leung, Chung Tak Barry
Executive Director
Hong Kong, 26 October 2012
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Registered office: Cricket Square Hutchins Drive P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head office and principal place of business in Hong Kong:
Units 1809-1812
Telford House
16 Wang Hoi Road
Kowloon Bay
Hong Kong
Notes:
(1) A form of proxy for use at the EGM or any adjournment thereof is enclosed.
(2) Any member entitled to attend and vote at the EGM 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 represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company.
(3) In order to be valid, the form of proxy completed in accordance with the instructions set out therein, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy of that power or authority) must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
(4) In case of joint holders of any share, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting in person or by proxy, then one of the said persons to present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
As at the date of this announcement, the executive Directors are Mr. Yuen Chow Ming (Chairman), Mr. Yuen Wai Keung (Deputy Chairman and Chief Executive Officer), Mr. So Yiu Cheung (Deputy Chairman), Mr. Cheung Chi Man, Dennis, and Mr. Leung, Chung Tak Barry, the non-executive Directors are Mr. Wong, Kwok Kee and Mr. Ng, Wing Keung, and the independent non-executive Directors are Mr. Chan, Sai Kit Kevin, Mr. Liao Cheung Tin, Stephen, Mr. Tam Tsz Kan and Mr. Hui, Yat On.
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(incorporated in the Cayman Islands with limited liability)(Stock code: 402) NOTICE OF EXTRAORDINARY GENERAL MEETINGNOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Mongolia Investment Group Limited (the "Company") will be held at Unit 2402, Admiralty Centre Tower 1, 18 Harcourt Road, Hong Kong on Monday, 19 November 2012 at 10:00 a.m. for the purpose of considering and, if thought fit, with or without amendments, passing the following resolution of the Company:ORDINARY RESOLUTION
"THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue and to be issued upon the Share Consolidation (as defined below) becoming effective, with effect from the first business day (as defined in the Rules Governing the Listing of Securities on the Stock Exchange) immediately following the date on which this resolution is passed:
(a) every five shares of HK$0.05 each in the issued and unissued share capital of the Company be consolidated into one (1) consolidated share of HK$0.25 each ("Consolidated Share") in the issued and unissued share capital of the Company ("Share Consolidation");
(b) all of the Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company; and
(c) any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and to sign and execute all such documents and deeds on behalf of the Company, including under seal where applicable, as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect to and implement any of the foregoing."
By order of the board Mongolia Investment Group Limited Leung, Chung Tak Barry
Executive Director
Hong Kong, 26 October 2012
- 1 -
Registered office: Cricket Square Hutchins Drive P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head office and principal place of business in Hong Kong:
Units 1809-1812
Telford House
16 Wang Hoi Road
Kowloon Bay
Hong Kong
Notes:
(1) A form of proxy for use at the EGM or any adjournment thereof is enclosed.
(2) Any member entitled to attend and vote at the EGM 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 represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company.
(3) In order to be valid, the form of proxy completed in accordance with the instructions set out therein, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy of that power or authority) must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
(4) In case of joint holders of any share, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting in person or by proxy, then one of the said persons to present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
As at the date of this announcement, the executive Directors are Mr. Yuen Chow Ming (Chairman), Mr. Yuen Wai Keung (Deputy Chairman and Chief Executive Officer), Mr. So Yiu Cheung (Deputy Chairman), Mr. Cheung Chi Man, Dennis, and Mr. Leung, Chung Tak Barry, the non-executive Directors are Mr. Wong, Kwok Kee and Mr. Ng, Wing Keung, and the independent non-executive Directors are Mr. Chan, Sai Kit Kevin, Mr. Liao Cheung Tin, Stephen, Mr. Tam Tsz Kan and Mr. Hui, Yat On.
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