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.
C&D INTERNATIONAL INVESTMENT GROUP LIMITED
建 發 國 際 投 資 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(STOCK CODE: 1908)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ''Meeting'') of C&D International Investment Group Limited (the ''Company'') will be held at Office No. 3517, 35th Floor, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong on Friday, 15 January 2021 at 2:30 p.m., to consider, if thought fit, transact the following resolutions of the Company by way of ordinary resolutions:
ORDINARY RESOLUTIONS
''THAT:
- (a) the equity transfer agreement dated 28 September 2020 entered into between Xiamen Yi Yue Property Company Limited* (廈門益悅置業有限公司) (''Yi Yue'') and C&D Real Estate Group Chengdu Company Limited* (建發房地產集團成都有 限公司) (''C&D Chengdu'') and the equity transfer agreement dated 28 September
2020 entered into between Xiamen Zhaoyirong Property Development Company Limited* (廈門兆翊蓉房地產開發有限公司) (''Xiamen Zhaoyirong'') and C&D Chengdu (collectively, the ''Chengdu Zhaoxinlin Equity Transfer Agreements'') pursuant to which C&D Chengdu agreed to sell and Yi Yue and Xiamen
Zhaoyirong agreed to purchase 95% and 5% equity interests in Chengdu Zhaoxinlin Real Estate Development Company Limited* (成都兆欣麟房地產開發有限公司) respectively (a copy of which has been produced to the Meeting and initialed by the chairman of the Meeting for identification purpose), the transactions contemplated thereunder and all other transactions in connection therewith and any other ancillary documents, be and are hereby confirmed, approved and ratified, subject to such addition or amendment as any director(s) of the Company (the ''Director(s)'') may consider necessary, desirable or appropriate;- any Director(s) be and are hereby authorised for and on behalf of the Company to, amongst others, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Chengdu Zhaoxinlin Equity Transfer Agreements and any ancillary documentation and transactions thereof;
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- (a) the equity transfer agreement dated 28 September 2020 entered into between Yi Yue and C&D Real Estate Corporation Limited (建發房地產集團有限公司) (''C&D Real Estate'') and the equity transfer agreement dated 28 September 2020
entered into between Xiamen Zhaoyirong and Xiamen Liyuan Investment Company Limited* (廈門利源投資有限公司) (''Xiamen Liyuan'') (collectively, the
''Xiamen Huilong Equity Transfer Agreements'') pursuant to which (i) C&D
Real Estate agreed to sell and Yi Yue agreed to purchase 95% equity interests in Xiamen Huilong Real Estate Development Company Limited* (廈門匯瓏房地產開 發有限公司) (''Xiamen Huilong''); and (ii) Xiamen Liyuan agreed to sell and Xiamen Zhaoyirong agreed to purchase 5% equity interests in Xiamen Huilong (a copy of which has been produced to the Meeting and initialed by the chairman of the Meeting for identification purpose), the transactions contemplated thereunder and all other transactions in connection therewith and any other ancillary documents, be and are hereby confirmed, approved and ratified, subject to such addition or amendment as any Director(s) may consider necessary, desirable or appropriate;- any Director(s) be and are hereby authorised for and on behalf of the Company to, amongst others, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Xiamen Huilong Equity Transfer Agreements and any ancillary documentation and transactions thereof; and
- (a) the equity transfer agreement dated 28 September 2020 entered into between Yi Yue and C&D Real Estate and the equity transfer agreement dated 28 September 2020 entered into between Xiamen Zhaoyirong and Xiamen Liyuan (collectively, the ''Xiamen Jingchenglong Equity Transfer Agreements'') pursuant to which
(i) C&D Real Estate agreed to sell and Yi Yue agreed to purchase 95% equity
interests in Xiamen Jingchenglong Real Estate Development Company Limited* (廈門景呈瓏房地產開發有限公司) (''Xiamen Jingchenglong''); and (ii) Xiamen Liyuan agreed to sell and Xiamen Zhaoyirong agreed to purchase 5% equity interests in Xiamen Jingchenglong (a copy of which has been produced to the Meeting and initialed by the chairman of the Meeting for identification purpose), the transactions contemplated thereunder and all other transactions in connection therewith and any other ancillary documents, be and are hereby confirmed, approved and ratified, subject to such addition or amendment as any Director(s) may consider necessary, desirable or appropriate;
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- any Director(s) be and are hereby authorised for and on behalf of the Company to, amongst others, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Xiamen Jingchenglong Equity Transfer Agreements and any ancillary documentation and transactions thereof.''
Yours faithfully | |
By order of the Board | |
C&D International Investment Group Limited | |
建發國際投資集團有限公司 | |
Zhuang Yuekai | |
Chairman and Executive Director | |
Hong Kong, 23 December 2020 | |
Registered office: | Head office and principal place of business |
Second Floor, Century Yard | in Hong Kong: |
Cricket Square, P.O. Box 902 | Office No. 3517, 35th Floor |
Grand Cayman, KY1-1103 | Wu Chung House |
Cayman Islands | 213 Queen's Road East |
Wanchai, Hong Kong |
Notes:
- A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares in the Company (the ''Shares'') may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.
- In the case of joint holders of Shares, any one of such joint holders may vote, 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, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.
- In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office (the ''Branch Share Registrar'') of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (or any adjournment thereof).
- The register of members of the Company will be closed from Tuesday, 12 January 2021 to Friday, 15 January 2021 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificate(s) must be lodged with the Branch Share Registrar at the above address by no later than 4:30 p.m. on Monday, 11 January 2021.
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- Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Due to the recent development of the epidemic COVID-19, the Company will implement additional precautionary measures at the Meeting including, without limitation:
. compulsory body temperature screening;
. mandatory use of surgical face masks;
. anyone subject to quarantine, has any flu-like symptoms or has travelled overseas within 14 days immediately before the Meeting (''recent travel history''), or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the Meeting; and
. anyone attending the Meeting is reminded to observe good personal hygiene at all times. - The Company reminds all shareholders that physical attendance in person at the Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Meeting as their proxy to vote on the relevant resolution(s) at the Meeting instead of attending the Meeting in person, by completing and return the form of proxy.
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If any shareholder chooses not to attend the Meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to the head office and principal place of business in Hong Kong of the Company or by fax at (852) 2525 7890. If any shareholder has any question relating to the Meeting, please contact Tricor Investor Services Limited, the Company's Hong Kong branch share registrar as follows:
Tricor Investor Services Limited
Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong Email: is-enquiries@hk.tricorglobal.com
Tel: (852) 2980 1333
Fax: (852) 2810 8185 - Shareholders are advised to read the ''PRECAUTIONARY MEASURES FOR THE EGM'' section in the circular for further detail and monitor the development of COVID-19. Subject to the development of COVID19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
- In view of the travelling restrictions imposed by various jurisdictions to prevent the spread of COVID-19, certain director(s) of the Company may attend the Meeting through video conference or similar electronic means.
As at the date of this notice, the Directors are:
Executive Directors
Mr. Zhuang Yuekai (庄躍凱) (Chairman)
Ms. Zhao Chengmin (趙呈閩)
Mr. Lin Weiguo (林偉國) (Chief Executive Officer)
Non-executive Directors
Mr. Huang Wenzhou (黃文洲)
Ms. Ye Yanliu (葉衍榴)
Mr. Wang Wenhuai (王文懷)
Independent non-executive Directors
Mr. Wong Chi Wai (黃羽也維)
Mr. Wong Tat Yan, Paul (黃達仁)
Mr. Chan Chun Yee (陳振宜)
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C&D International Investment Group Ltd. published this content on 22 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 January 2021 19:59:00 UTC