AI assistant
BBMG Corporation — Proxy Solicitation & Information Statement 2014
Jun 19, 2014
50338_rns_2014-06-19_baf1e141-cb58-4517-a1bc-9eb1fb919f6c.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
NOTICE OF 2014 FIRST EXTRAORDINARY GENERAL MEETING
==> picture [319 x 93] intentionally omitted <==
(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2009)
NOTICE OF 2014 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2014 first extraordinary general meeting (the “ 2014 First EGM ”) of BBMG Corporation* (the “ Company ”) will be held at Conference Room 6, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China at 2:30 p.m. on Thursday, 7 August 2014 to consider and, if thought fit, approve the following resolutions:
ORDINARY RESOLUTIONS
-
To elect Mr. Yu Kaijun as the non-executive director of the third session of the board of directors (the “ Board ”) of the Company for a period commencing from the conclusion of the 2014 First EGM and expiring on the date of the annual general meeting of the Company for the year 2014 and to authorize the Board to enter into service contract and/or appointment letter with the newly elected director subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.
-
To elect Mr. Wang Xiaojun as the supervisor (the “ Supervisor ”) of the third session of the supervisory board of the Company for a period commencing from the conclusion of the 2014 First EGM and expiring on the date of the annual general meeting of the Company for the year of 2014 and to authorize the Board to enter into service contract and/or appointment letter with the newly elected Supervisor subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.
By order of the Board BBMG Corporation Jiang Weiping* Chairman
Beijing, the PRC, 20 June 2014
* for identification purpose only
- 1 -
NOTICE OF 2014 FIRST EXTRAORDINARY GENERAL MEETING
Notes:
-
Biographical details of Mr. Yu Kaijun and Mr. Wang Xiaojun as the candidates proposed to be elected as the nonexecutive director and supervisor of the Company, respectively, at the 2014 First EGM as required under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”) are set out in the announcement of the Company dated 16 June 2014.
-
Pursuant to Rule 13.39(4) of the Listing Rules, votes of the shareholders of the Company (the “ Shareholders ”) at the 2014 First EGM shall be taken by poll except where the chairman of the 2014 First EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands.
-
Any Shareholder entitled to attend and vote at the 2014 First EGM is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company.
-
To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited at the office of the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for holders of H shares as soon as possible and in any event not less than 24 hours before the time for holding of the 2014 First EGM or appointed time for voting or any adjournment thereof.
-
Shareholders or their proxies shall present proofs of identities when attending the 2014 First EGM.
-
The holders of A shares and H shares of the Company will vote as one class of Shareholder. The register of members for H shares of the Company will be closed from 8 July 2014 (Tuesday) to 7 August 2014 (Thursday) (both days inclusive), during which no transfer of shares will be effected. Shareholders whose names appear on the register of members of the Company on 7 August 2014 (Thursday) will be entitled to attend and vote at the 2014 First EGM. In order to attend and vote at the 2014 First EGM, all transfers accompanied by relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 7 July 2014 (Monday).
-
In accordance with article 66 of the articles of association of the Company, Shareholders entitled to attend the 2014 First EGM are requested to deliver the reply slip for attendance to the headquarters of the Company at Room 2220, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China, by hand, by post or by fax (the Company’s fax no.: (86) 10 6641 0889) not later than 20 days before the date of the 2014 First EGM, i.e. no later than 18 July 2014 (Friday).
-
Shareholders or their proxies attending the 2014 First EGM are responsible for their own transportation and accommodation expenses.
-
As at the date hereof, the executive directors of the Company are Jiang Weiping, Jiang Deyi, Shi Xijun, Zang Feng, Wang Hongjun and Wang Shizhong; and the independent non-executive directors of the Company are Zhang Chengfu, Xu Yongmo, Yip Wai Ming and Wang Guangjin.
- 2 -