Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
Gemdale Properties and Investment Corporation Limited金地商置集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 535) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting ("SGM") of Gemdale Properties and Investment Corporation Limited (the "Company") will be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 2 February 2015 at 10:30 a.m. to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTIONS
1. "THAT
(a) the subscription agreement dated 24 December 2014 (the "Sino Water Subscription Agreement") (a copy of which is marked "A" now produced to the meeting and initialled by the chairman of the meeting for the purpose of identification) entered into between the Company and Sino Water Limited Partnership ("Sino Water") in respect of the issue of 630,000,000 new shares (the "Sino Water Subscription Shares") of the Company and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b) subject to fulfilment of the conditions precedent set out in the Sino Water Subscription Agreement, the allotment and issue of the Sino Water Subscription Shares in accordance with the terms and conditions of the Sino Water Subscription Agreement be and is hereby approved;
* For identification purposes only
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(c) the directors of the Company (the "Directors") be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the Sino Water Subscription Shares pursuant to the terms and conditions of the Sino Water Subscription Agreement, the Sino Water Subscription Shares shall rank equally in all respects among themselves and with all fully paid ordinary shares of the Company in issue as at the date of allotment and issue. The specific mandate is in addition to, and shall not prejudice nor revoke any general or special mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution; and
(d) any one director of the Company, or any one director and the company secretary of the Company if the affixation of the common seal of the Company is necessary, be and is hereby authorised to execute all documents and to do all such things and take all such other steps which, in his/her opinion, may be necessary or desirable in connection with the matters contemplated in and for completion of the Sino Water Subscription Agreement."
2. "THAT
(a) the subscription agreement dated 26 December 2014 (the "OUE Lippo Subscription Agreement") (a copy of which is marked "B" now produced to the meeting and initialled by the chairman of the meeting for the purpose of identification) entered into between the Company and OUE Lippo Limited ("OUE Lippo") in respect of the issue of 2,900,000,000 new shares (the "OUE Lippo Subscription Shares") of the Company and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b) subject to fulfilment of the conditions precedent set out in the OUE Lippo Subscription Agreement, the allotment and issue of the OUE Lippo Subscription Shares in accordance with the terms and conditions of the OUE Lippo Subscription Agreement be and is hereby approved;
(c) the Directors be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the OUE Lippo Subscription Shares pursuant to the terms and conditions of the OUE Lippo Subscription Agreement, the OUE Lippo Subscription Shares shall rank equally in all respects among themselves and with all fully paid ordinary shares of the Company in issue as at the date of allotment and issue. The specific mandate is in addition to, and shall not prejudice nor revoke any general or special mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing
of this resolution; and
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(d) any one director of the Company, or any one director and the company secretary of the Company if the affixation of the common seal of the Company is necessary, be and is hereby authorised to execute all documents and to do all such things and take all such other steps which, in his/her opinion, may be necessary or desirable in connection with the matters contemplated in and for completion of the OUE Lippo Subscription Agreement."
Yours faithfully,
By Order of the Board
Chairman and Executive Director
Hong Kong, 16 January 2015
Registered office:
Canon's Court
22 Victoria Street
Hamilton HM12
Bermuda
Head Office and Principal Place of
Business in Hong Kong:
Suites 3602-3608,
36/F., Two International Finance Centre, No. 8 Finance Street, Central,
Hong Kong
Notes:
1. The register of members of the Company will be closed from Friday, 30 January 2015 to Monday, 2
February 2015 (both days inclusive) during which period no transfer of share(s) will be effected. In order to determine the entitlement to attend and vote at the SGM, all transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:00 p.m. on Thursday, 29 January 2015.
2. A shareholder of the Company entitled to attend and vote at the SGM is entitled to appoint one or, if he/she is the holder of two or more shares, more than one proxy to attend and vote instead of him/her in accordance with the Bye-laws of the Company. A proxy need not be a shareholder of the Company.
3. A proxy form for use at the SGM is enclosed in the circular to the shareholders of the Company dated 16
January 2015.
4. To be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the branch share registrar and transfer
office of the Company in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183
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Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be) and in default thereof the proxy form and such power or authority shall not be treated as valid.
5. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the SGM or any adjournment thereof (as the case may be) and in such event, the instrument appointing a proxy shall be deemed to be revoked.
6. As at the date of this notice, the Board comprises four executive directors, namely Mr. Ling Ke, Mr.
Huang Juncan, Mr. Wei Chuanjun and Mr. Xu Jiajun and three independent non-executive directors, namely Mr. Hui Chiu Chung, Mr. Chiang Sheung Yee, Anthony and Mr. Hu Chunyuan.
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