GDF Guangdong Dev.

 

TIDMGDF 
 
RNS Number : 2197R 
Guangdong Development Fund Ld 
27 April 2009 
 
For Immediate Release 
27 April 2009 
 
 
GUANGDONG DEVELOPMENT FUND LIMITED 
 
 
(a company incorporated with limited liability in Jersey 
 under the Companies (Jersey) Law 1991, as amended) 
 
 
Notice of Extraordinary General Meeting 
 
 
 
 
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ("EGM") of 
Guangdong  Development Fund Limited ("GDF") will be held at the offices of Unit 
601-2, 6th Floor, St. George's Building, 2 Ice House Street, Central, Hong Kong 
on 22 May 2009 at 4.00 p.m. (Hong Kong time) for the purpose of considering and, 
if thought fit, passing the following resolutions, of which the resolutions 
numbered 1 and 8 will be proposed to the members of GDF as ordinary resolutions, 
the resolutions numbered 3, 4, 5 and 7 will be proposed to the members of GDF as 
special resolutions and the resolutions numbered 2 and 6 will be proposed to the 
members of GDF as Extraordinary Resolutions: 
 
 
1. Ordinary Resolution 
"THAT, the proposed disposal by GDF subject to the terms and conditions of an 
asset sale agreement dated 6 March 2009 made between (1) KIL and (2) GDF (the 
"Disposal Agreement"), as described in the circular to GDF's shareholders dated 
27 April 2009, be and is hereby approved and that the directors of GDF (the 
"Directors") be and are hereby authorised to do or procure to be done all such 
acts and things on behalf of GDF and any of its subsidiaries that are, in the 
opinion of the Directors (or a duly authorised committee of them), necessary or 
desirable to give effect to and to complete the Disposal Agreement and the 
transactions contemplated therein with such non-material modifications, 
amendments, revisions, variations or waivers to the terms of the disposal, the 
Disposal Agreement or any other documents relating thereto as they (or any 
such committee) consider to be necessary or desirable." 
 
 
2. Extraordinary Resolution 
"THAT, on the date of the completion of the Disposal Agreement (as defined in 
resolution numbered 1), an application be made by GDF to cancel the listing of 
GDF's ordinary shares of US$0.01 each on the Official List." 
 
 
3. Special Resolution 
(a) "THAT, subject to sub-paragraph (b) of this resolution, on the date of the 
completion of the Disposal Agreement (as defined in resolution numbered 1) GDF 
be wound up summarily in accordance with the provisions of Part 21 of the 
Companies (Jersey) Law 1991, as amended. 
 
 
(b) This resolution shall be void and of no effect unless: (1) the resolution 
numbered 1 is duly passed by the requisite majority at the meeting of the 
members of GDF at which this resolution is proposed; and (2) all conditions to 
closing under the Disposal Agreement (as defined in resolution numbered 1) 
(other than any condition relating to the approval by the members of GDF of this 
resolution and the other resolutions proposed at the meeting of the members of 
GDF at which this resolution is proposed) have been duly satisfied or waived 
in accordance with the terms of the Disposal Agreement, and the Disposal 
Agreement has not been terminated, prior to the commencement of the meeting of 
the members of GDF at which this resolution is proposed." 
 
 
4. Special Resolution 
"THAT, subject to and with effect from the resolution numbered 3 being duly 
passed by the requisite majority at the meeting of the members of GDF at which 
this resolution is proposed and coming into effect in accordance with its terms, 
on the date of the completion of the Disposal Agreement (as defined in 
resolution numbered 1), David Robert Pirouet and Mark William James 
of PricewaterhouseCoopers CI LLP be and are hereby appointed as joint 
liquidators for the purposes of the summary winding up of GDF, and the exercise 
of any power conferred on them by law or by this resolution. 
 
 
5. Special Resolution 
"THAT, GDF's Articles of Association be and are hereby amended by deleting 
Article 68 in its entirety and replacing the same with the following new 
Article: 
 
 
"68. At least fourteen days' notice shall be given of every annual general 
meeting and of all other general meetings. Every notice shall be in writing and 
shall specify the place, the day and the time of the meeting and in the case of 
special business, the general nature of such business and, in the case of an 
annual general meeting, shall specify the meeting as such". 
 
 
6. Extraordinary Resolution 
"THAT subject to and with effect from the resolutions numbered 3 and 4 being 
duly passed by the requisite majority at the meeting of members of GDF at which 
this resolution is proposed and coming into effect in accordance with their 
terms, on the date of completion of the Disposal Agreement (as defined in 
resolution numbered 1), the Joint Liquidators be and are hereby authorised to 
divide in specie the whole or any part of the assets of GDF and to determine 
the value of such assets and the manner in which such division shall be carried 
out between the members." 
 
 
7. Special Resolution 
"THAT, subject to and with effect from the resolutions numbered 3 and 4 being 
duly passed by the requisite majority at the meeting of the members of GDF at 
which this resolution is proposed and coming into effect in accordance with 
their terms, notwithstanding the effect of the resolution numbered 3 being duly 
passed by the requisite majority, the Directors be authorised to take or 
to procure, following the coming into effect of this resolution, any and all 
actions required to be taken by GDF, or which the Directors (or a duly 
authorised committee of them) deem to be necessary or desirable, to give effect 
to and to complete the Disposal Agreement and the transactions contemplated 
thereby." 
 
 
8. Ordinary Resolution 
"THAT, subject to and with effect from the resolutions numbered 3, 4 and 7 being 
duly passed by the requisite majority at the meeting of the members of GDF at 
which this resolution is proposed and coming into effect in accordance with 
their terms, on the date of completion of the Disposal Agreement (as defined in 
resolution numbered 1), the remuneration of the joint liquidators (as appointed 
by the resolution numbered 4) be fixed, in accordance with the terms of 
their engagement letter with GDF dated 22 April 2009, at their normal charging 
rates by reference to the time properly given by them and members of their staff 
in attending to matters arising in the winding up of GDF (including those 
falling outside their statutory duties but in all respects in accordance with 
the terms of their engagement letter with GDF) and that they be and are 
hereby authorised to draw sums on account of their remuneration at such 
intervals as they reasonably determine and to pay any expenses and disbursements 
properly incurred by them in respect of the winding up." 
 
 
By Order of the Board 
ACE Secretaries Limited 
Company Secretary 
 
 
27 April 2009 
 
 
Registered Office: 
Ground Floor, Liberation House, Castle Street, St Helier, Jersey JE2 3AT, 
Channel Islands 
 
 
Notes: 
Quorum and Adjourned Meeting 
1.     A quorum of two GDF Shareholders present in person or by proxy and 
entitled to vote is required for the meeting. If within half an hour from the 
time appointed for the meeting a quorum is not present, the meeting shall stand 
adjourned to 4.00 p.m. (Hong Kong time) on 3 June 2009 at Unit 601-2, 6th Floor, 
St George's Building, 2 Ice House Street, Central, Hong Kong. 
 
 
Entitlement to attend and vote 
2.     A GDF Shareholder entitled to attend and vote at the meeting convened by 
the above notice is entitled to appoint one or more proxies to attend and vote 
instead of him. A proxy need not be a member of GDF but must attend the meeting 
to represent the GDF Shareholder. Details of how to appoint the Chairman of the 
meeting or another person as a proxy using the proxy form are set out in the 
notes to the proxy form. If a GDF Shareholder fails to indicate how he or she 
wishes his/her proxy to vote on any particular matter, then the proxy will be 
entitled to exercise his/her discretion as to whether, and if so how, he or she 
votes. 
 
 
Appointment of proxies 
3.     To be valid, the instrument appointing a proxy and the power of attorney 
or other authority (if any) under which it is signed, or a copy of such 
authority notarially certified, must be deposited at Capita Registrars Limited, 
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU United Kingdom not 
later than 4.00 p.m. (Hong Kong time) on 21 May 2009, and not less than 24 hours 
before the time appointed for any adjournment thereof. 
 
 
4.     In the case of a GDF Shareholder which is a company, the instrument 
appointing a proxy must be executed under its common seal or signed on its 
behalf by an officer of GDF or an attorney for GDF so authorised. 
 
 
5.     The register of members of GDF will be closed from 4.00 p.m. (Hong Kong 
time) on 21 May 2009 to 6.00 p.m. (Hong Kong time) on 22 May 2009 (or for an 
adjourned meeting 24 hours before the time set for such an adjourned meeting), 
during which period no transfer of shares will be effected. In accordance with 
Article 51 of the Articles, notice of the closure of the register of members of 
GDF has been given by an advertisement in a leading national daily newspaper 
published in each of London and Hong Kong. In order to qualify for voting at the 
Extraordinary General Meeting, all transfers of shares accompanied by the 
relevant share certificates must be lodged with Capita Registrars Limited, The 
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom not later 
than 4.00 p.m. (Hong Kong time) on 21 May 2009 (or for an adjourned meeting 24 
hours before the time set for such an adjourned meeting). 
 
 
Appointment of proxy by joint members 
6.     Where there are joint registered holders of any share, any one of such 
persons may vote at the meeting, either personally or by proxy, in respect of 
such share as if he or she were solely entitled thereto, but if more than one of 
such joint holders is present at the meeting, personally or by proxy, then one 
of the said persons so present whose name stands first on the register in 
respect of such share shall alone be entitled to vote in respect thereof. 
 
 
Changing proxy instructions 
7.     To change your proxy instructions simply submit a new proxy appointment 
using the methods set out above. Note that the cut-off time for receipt of proxy 
appointments (see above) also apply in relation to amended instructions; any 
amended proxy appointment received after the relevant cut-off time will be 
disregarded. 
 
 
If you submit more than one valid proxy appointment, the appointment received 
last before the latest time for the receipt of proxies will take precedence. 
 
 
Termination of proxy appointments 
8.     In order to revoke a proxy instruction you will need to inform GDF in 
writing. The revocation notice must be received by Capita Registrars Limited, 
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom not 
later than 4.00 p.m. (Hong Kong time) on 21 May 2009, and not less than 24 hours 
before the time appointed for any adjournment thereof. If you attempt to revoke 
your proxy appointment but the revocation is received after the time specified 
then, subject to the paragraph directly below, your proxy appointment will 
remain valid. 
 
 
Appointment of a proxy does not preclude you from attending the meeting and 
voting in person. If you have appointed a proxy and attend the meeting in 
person, your proxy appointment will automatically be terminated. 
 
 
Issued shares and total voting rights 
9.     As at 4.30 p.m. (London time) on 24 April 2009, GDF's issued share 
capital comprised 96,900,000 ordinary shares of US$0.01 each. Each ordinary 
share carries the right to one vote at a general meeting of GDF and, therefore, 
the total number of voting rights in GDF as at 4.00 p.m. (Hong Kong time) on 22 
May 2009 is 96,900,000. 
 
 
Explanatory note to Resolution 5 
10.     Resolution 5, which will be proposed as a special resolution, seeks GDF 
Shareholder approval to adopt a new Article 68 to conform to new provisions in 
Article 91 of the Companies (Jersey) Law 1991, as amended. If Resolution 5 is 
passed, all general meetings of GDF (including annual general meetings) may be 
called on at least 14 clear days' notice. This amendment to the Articles is 
being proposed by the Board in order to ensure that any further GDF Shareholder 
resolutions proposed by the Board may be proposed in a timely manner. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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