Rmr Asia Real Estate Fund - Annual report of proxy voting record for management investment companies (N-PX)
August 27 2008 - 1:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM N-PX
ANNUAL
REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT
COMPANY
Investment Company Act file
number
: 811-22007
RMR ASIA REAL ESTATE FUND
(Exact name of registrant as
specified in charter)
400 CENTRE STREET
NEWTON, MASSACHUSETTS 02458
(Address of principal
executive offices) (Zip code)
(Name and Address of Agent
for Service of Process)
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Copy to:
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Thomas
A. DeCapo, Esq.
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Skadden, Arps, Slate,
Meagher & Flom LLP
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Adam
D. Portnoy, President
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One Beacon Street
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RMR Asia Real Estate Fund
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Boston, Massachusetts, 02108
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400 Centre Street
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Newton, Massachusetts 02458
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Christina
T. Simmons, Esq.
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State Street Bank and Trust
Company
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4 Copley Place, 5
th
Floor
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Boston, Massachusetts 02116
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Registrants telephone
number, including area code:
(617) 332-9530
Date of fiscal year end:
December 31
Date of reporting period:
June 30, 2008
RAF Proxy Voting Report FY08
01-Jul-2007 To 30-Jun-2008
KLCC PROPERTY HOLDINGS BHD
Security
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Y4804V104
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Meeting Type
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Annual General
Meeting
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Ticker Symbol
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Meeting Date
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18-Jul-2007
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ISIN
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MYL5089OO007
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Agenda
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701312035 -
Management
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Item
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Proposal
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Type
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Vote
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For/Against
Management
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1.
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Receive the audited financial statements
for the FYE 31 MAR 2007 and the reports of the Directors and the Auditors
thereon
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Management
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Did not vote
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2.
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Declare a final dividend of 6% less 27.0%
income tax, for the FYE 31 MAR 2007 as recommended by the Directors
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Management
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Did not vote
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3.
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Re-elect Mr. Datuk Ishak Bin Imam Abas
as a Director, who retire pursuant to the Companys Articles of Association
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Management
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Did not vote
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4.
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Re-elect Mr. Manharlal a/l Ratilal as
a Director, who retire pursuant to the Companys Articles of Association
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Management
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Did not vote
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5.
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Re-elect Mr. Dato Halipah Binti Esa
as a Director, who retire pursuant to the Companys Articles of Association
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Management
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Did not vote
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6.
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Re-elect Mr. Datuk Nasarudin Bin Md
Idris as a Director, who retire pursuant to the Companys Articles of
Association
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Management
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Did not vote
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7.
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Re-appoint Mr. Tunku Tan Sri Dato
Seri Ahmad Bin Tunku Yahaya as a Director of the Company, until the next AGM,
who retires pursuant to Section 129 of the Companies Act, 1965
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Management
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Did not vote
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8.
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Approve the payment of Directors fees in
respect of the FYE 31 MAR 2007
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Management
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Did not vote
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9.
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Re-appoint Messrs Ernst & Young as
the Auditors of the Company and authorize the Directors to fix the Auditors
remuneration
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Management
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Did not vote
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S.1
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Amend the Articles of Association of the
Company as specified
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Management
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Did not vote
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1
THE LINK REAL ESTATE INVESTMENT TRUST
Security
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Y5281M111
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Meeting Type
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Annual General
Meeting
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Ticker Symbol
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Meeting Date
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23-Jul-2007
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ISIN
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HK0823032773
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Agenda
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701315473 -
Management
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Item
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Proposal
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Type
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Vote
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For/Against
Management
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1.
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To note the audited financial statements of
The Link Real Estate Investment Tr-ust [The Link REIT] together with the
Auditors report for the FYE 31 MAR 2007
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Non-Voting
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2.
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To note the appointment of the Auditors of
The Link REIT and fixing of their remuneration
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Non-Voting
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3.A
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Re-appoint Mr. Nicholas Robert SALLNOW-SMITH
as a Director of The Link Management Limited, as a Manager of the Link REIT [the
Manager], who retires pursuant to Article 121 of the Articles of Association
of the Manager
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Management
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Did not vote
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3.B
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Re-appoint Mr. Chew Fook Aun as a
Director of The Link Management Limited, as a Manager of the Link REIT [the Manager],
who retires pursuant to Article 121 of the Articles of Association of
the Manager
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Management
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Did not vote
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4.
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Re-elect Dr. Allan ZEMAN as a Director
of the Manager, who will retire by rotation pursuant to Article 125 of
the Articles of Association of the Manager
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Management
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Did not vote
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S.5.A
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Approve, subject to the passing the
Resolutions S.5.B, 5.C and 5.G, the insertion of new Paragraph Clause 8.1.6
to the Trust Deed as constituting The Link REIT [the Trust Deed] as
specified; and authorize the Manager, any Director of the Manager and the Trustee
to complete and do or cause to be done all such acts and things [including
executing all such documents as may be required; as the Manager, such
Director of the Manager or the trustee, as may consider expedient or
necessary or in the interests of The Link REIT to give effect to the above
amendment in relation to Clause 8.1.6 of the Trust Deed
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Management
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Did not vote
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S.5.B
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Amend, subject to the passing the
Resolutions S.5.A, 5.C and
5.G, Clause 8.6 of the Trust Deed as specified; and
authorize the Manager, any Director of the Manager and the Trustee to complete
and do or cause to be done all such acts and things [including executing all
such documents as may be required; as the Manager, such Director of the
Manager or the trustee, as may consider expedient or necessary or in the
interests of The Link REIT to give effect to the above amendment in relation
to Clause 8.6 of the Trust Deed
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Management
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Did not vote
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S.5.C
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Approve, subject to the passing the
Resolutions S.5.A, 5.C and
5.G, the insertion of new Paragraph Clause 16.1A to the
Trust Deed as specified; and authorize the Manager, any Director of the Manager
and the Trustee to complete and do or cause to be done all such acts and
things [including executing all such documents as may be required; as the
Manager, such Director of the Manager or the trustee, as may consider
expedient or necessary or in the interests of The Link REIT to give effect to
the above amendment in relation to Clause 16.1A of the Trust Deed
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Management
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Did not vote
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2
S.5.D
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Amend, subject to the passing the
Resolution S.5.G, Clause
19.2.12 of the Trust Deed and Paragraph 2 of the Second Schedule
to the Trust Deed as specified; and authorize the Manager, any Director of
the Manager and the Trustee to complete and do or cause to be done all such acts
and things [including executing all such documents as may be required; as the
Manager, such Director of the Manager or the trustee, as may consider
expedient or necessary or in the interests of The Link REIT to give effect to
the above amendment in relation to Clause 19.2.12 of the Trust Deed and
Second Schedule to the Trust Deed
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Management
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Did not vote
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S.5.E
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Amend Clause 8.2.2 of the Trust Deed and
insertion of new
Paragraph Clause 8.2.2A 2 to the Trust Deed as specified;
and authorize
the Manager, any Director of the Manager and the Trustee to complete and do
or cause to be done all such acts and things [including executing all such documents as may be required; as the
Manager, such Director of the Manager or the trustee, as may consider expedient or necessary or in the interests of The
Link REIT to give effect to the above amendment in relation to Clause
8.2.2 and 8.2.2A of the Trust Deed
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Management
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Did not vote
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S.5.F
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Amend, subject to the passing the
Resolutions S.5.E and 5.G,
Clause 8.1.4 of the Trust Deed and insertion of new
Paragraph Clause
8.1.4A and clause 8.14B to the Trust Deed as specified; and authorize the Manager,
any Director of the Manager and the Trustee to complete and do or cause to be done all such
acts and things
[including executing all such documents as may be required; as the Manager,
such Director of the Manager or the trustee, as may consider expedient or necessary or in the interests of The
Link REIT to give effect to the above amendment in relation to Clause
8.1.4, 8.1.4A and 8.14B of the Trust Deed
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Management
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Did not vote
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S.5.G
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Amend Clause 1.1 of the Trust Deed as
specified; and authorize
the Manager, any Director of the Manager and the Trustee
to complete
and do or cause to be done all such acts and things [including executing all
such documents as may be required; as the Manager, such Director of the Manager or the trustee,
as may consider
expedient or necessary or in the interests of The Link REIT to give effect to the
above amendment in relation to Clause 1.1 of the Trust Deed
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Management
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Did not vote
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S.5.H
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Amend Clause 9.2 of the Trust Deed and
insertion of new
Paragraph Clause 9.2.2 as specified; and authorize the
Manager, any
Director of the Manager and the Trustee to complete and do or cause to be done all
such acts and things [including executing all such documents as may be required; as the Manager,
such Director
of the Manager or the trustee, as may consider expedient or necessary or in the
interests of The Link REIT to give effect to the above amendment in relation to Clause 9.2 of the
Trust Deed
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Management
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Did not vote
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S.5.I
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Amend Clause 12.4.5 of the Trust Deed as
specified; and
authorize the Manager, any Director of the Manager and
the Trustee
to complete and do or cause to be done all such acts and things [including
executing all such documents as may be required; as the Manager, such Director of the Manager or
the trustee,
as may consider expedient or necessary or in the interests of The Link REIT
to give effect to the above amendment in relation to Clause 12.4.5 of the Trust Deed
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Management
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Did not vote
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S.5.J
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Amend Clause 7.5 of the Trust Deed as
specified; and authorize
the Manager, any Director of the Manager and the Trustee
to complete
and do or cause to be done all such acts and things [including executing all
such documents as may be required; as the Manager, such Director of the Manager or the trustee,
as may consider
expedient or necessary or in the interests of The Link REIT to give effect to the
above amendment in relation to Clause 7.5 of the Trust Deed
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Management
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Did not vote
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3
6.
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Approve, subject to passing of resolutions
5.A, 5.B and 5.C, the
long-term Incentive Plan as specified and grant of awards
and issue of
units to the connected persons; the issue of units of the Link REIT [Units] to
connected persons from time to time pursuant to the plan and any awards granted thereunder, subject to compliance with the
conditions of any relevant waivers obtained in this regard from the securities and futures commission in
respect of
compliance with the code on Real Estate Investments Trusts and authorize the Manager,
any Director of the Manager, the Manager and the Trustee to complete and do or cause to be
done all such
acts and things [including executing all such documents as may be required; as the
Manager, such Director of the Manager or the Trustee, as may consider expedient or
necessary or
in the interests of the Link REIT to give effect to the adoption, operation and
administration of the plan, the grant of awards to connected persons from
time to time pursuant to the plan and/or the issue of units to connected persons from time to time
pursuant to
the plan and any awards granted there under
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Management
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Did not vote
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4
CHINA RESOURCES LAND LTD
Security
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G2108Y105
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Meeting Type
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ExtraOrdinary
General Meeting
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Ticker Symbol
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Meeting Date
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30-Jul-2007
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ISIN
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KYG2108Y1052
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Agenda
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701327012 -
Management
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Item
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Proposal
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Type
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Vote
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For/Against
Management
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1.
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Approve the conditional sale and purchase
agreement [Sale and
Purchase Agreement] dated 22 JUN 2007 entered into among
the Company,
Emax Capital Limited [Vendor] and China Resources [Holdings] Company Limited
[Guarantor], [as specified] in relation to, among other matters, the Acquisition [as specified]
in all respects
and all the transactions contemplated thereby including the payment of the
purchase price [as specified] to the Vendor [or as it may direct] pursuant
to the Sale and Purchase Agreement; and authorize the Directors to sign, execute, perfect and
deliver all such
documents and deeds, and do all such actions which are in their opinion necessary,
appropriate, desirable or expedient for the implementation and completion of the Sale and Purchase Agreement, the
payment of the purchase price [as specified], all other transactions
contemplated under the incidental to the Sale and Purchase Agreement and all other matters incidental
thereto or in
the opinion of the Directors, appropriate, desirable or expedient in the context
of the Acquisition [as specified] and are in the best interests of the Company
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Management
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Did not vote
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5
SHUN TAK
HLDGS LTD
Security
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Y78567107
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Meeting Type
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ExtraOrdinary
General Meeting
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Ticker Symbol
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Meeting Date
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21-Aug-2007
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ISIN
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HK0242001243
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Agenda
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701339954 -
Management
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Item
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Proposal
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Type
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Vote
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For/Against
Management
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1.
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Approve the acquisitions of the HHL-Nomusa
Sale Share, the
HHL-NCPM Sale Share and the HHL-NTGPM Sale Share [the HHL Acquisition], on
the terms of and subject to the conditions of the Conditional Sale and Purchase Agreement dated 25 JUN 2007 [the HHL
Agreement] between Ace Wonder Limited, an indirect wholly-owned subsidiary of the Company [the
Purchaser], Hopewell
Properties [B.V.I.] Limited [HPL], Hopewell Holdings Limited [HHL] and the
Company, pursuant to which the Purchaser agreed to acquire and HPL agreed to sell and/or procure
the sale of
the HHL-Nomusa Sale Share, the HHL-NCPM Sale Share and the HHL-NTGPM Sale Share,
and the Company and HHL agreed to guarantee the obligations of the Purchaser and HPL respectively under
the HHL Agreement; and authorize the Directors [or a duly authorized committee thereof] to
take all such steps
to implement the HHL Agreement and the transactions thereunder to execute all documents
or deeds as they may consider
necessary or appropriate in relation thereto and to make any changes,
modifications, amendments, waivers, variations or extensions of such terms
and conditions as they think fit
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Management
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For
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For
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2.
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Approve the acquisitions of the STDM-Fast
Shift Sale Share and
the STDM-Fast Shift Loans [the STDM Acquisition], on the
terms of and
subject to the conditions of the Conditional Sale and Purchase Agreement dated
26 JUN 2007 [the STDM Agreement] between the Purchaser, Rapid Success Investments Limited [Rapid Success],
Sociedade de Turismo e Diversoes de Macau, S.A. [STDM] and the Company, pursuant to which the
Purchaser agreed
to acquire and Rapid Success agreed to sell the STDM- Fast Shift Sale Share and
the STDM-Fast Shift Loans and the Company and STDM agreed to guarantee the obligations of
the Purchaser
and Rapid Success respectively under the STDM Agreement; and authorize the Directors to take all such
steps to implement
the STDM Agreement and the transactions thereunder to execute all documents
or deeds as they may consider necessary or appropriate in relation thereto and to make
any changes,
modifications, amendments, waivers, variations or extensions of such terms
and conditions as they think fit
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Management
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For
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For
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6
KEPPEL LAND LTD
Security
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V87778102
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Meeting Type
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ExtraOrdinary
General Meeting
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Ticker Symbol
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Meeting Date
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11-Oct-2007
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ISIN
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SG1R31002210
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Agenda
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701373932 -
Management
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Item
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Proposal
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Type
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Vote
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For/Against
Management
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1.
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`Approve the sale by Boulevard Development
Pte Ltd [Boulevard],
an indirect wholly-owned subsidiary of the Company, of
its one- third
interest in the property known as One Raffles Quay [the Property] to be effected
via the sale of Boulevards entire holding of one-third of the issued shares [the Sale Shares] in
the capital of
One Raffles Quay Pte Ltd [ORQPL], the owner and developer of the property, and an
assignment of the shareholders loans and accrued interest [if any] thereon [the Shareholders
Loan] extended
by Boulevard to ORQPL, at the consideration for the sale shares and the
consideration for the assignment of the shareholders loan as respectively set out in, and upon
the terms and
subject to the conditions of, the Share Purchase Agreement [the Share Purchase
Agreement] dated 30 JUL 2007 made between i) Boulevard, as vendor, ii) Keppel Land
Properties Pte Ltd
[a wholly-owned subsidiary of the Company], as guarantor, and iii) RBC Dexia Trust
Services Singapore Limited [in its capacity as trustee of K-REIT Asia], as purchaser, as
specified; and
in conjunction with the sale, the acquisition by the Company and/or such of its
subsidiaries as it may designate [collectively, the Keppel Land Group]
pursuant to the placement [as specified] of such number of new units of K-REIT Asia to be offered and
placed by
K-REIT Asia to the Keppel Land Group under a proposed equity fund raising
exercise by K-REIT Asia, with the intent that the Keppel Land Group shall immediately following K-REIT Asias equity fund raising
exercise, maintain its percentage unit holding in K-REIT Asia immediately post K-REIT Asias equity fund
raising exercise
at the equivalent level held by it immediately prior to such exercise; and authorize
the Directors of the Company to do and complete all such acts, deeds, documents and things as
may be considered
necessary or expedient for the purposes of giving effect [as the case
requires] to either of the aforesaid transactions and/or this resolution
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Management
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Abstain
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Against
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7
HANG LUNG PPTYS LTD
Security
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Y30166105
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Meeting Type
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Annual General
Meeting
|
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|
|
|
|
|
|
Ticker Symbol
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Meeting Date
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05-Nov-2007
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|
ISIN
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HK0101000591
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Agenda
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701384377 -
Management
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Item
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Proposal
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Type
|
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Vote
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For/Against
Management
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|
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1.
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Receive and approve the financial
statements and reports of the
Directors and the Auditors for the YE 30 JUN 2007
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Management
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For
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For
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2.
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Declare a final dividend recommended by the
Directors
|
|
Management
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For
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For
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3.A
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Re-elect Mr. Ronnie C. Chan as a
Director
|
|
Management
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For
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For
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3.B
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Re-elect Mr. William P.Y. Ko as a
Director
|
|
Management
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For
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For
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3.C
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|
Re-elect Mr. Terry S. Ng as a Director
|
|
Management
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For
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For
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|
|
|
|
|
3.D
|
|
Authorize the Board of Directors to fix
Directors fees
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-appoint KPMG as the Auditors of the
Company at a fee to be
agreed with the Directors
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.A
|
|
Authorize the Directors of the Company,
during the relevant period
[as specified] to purchase its shares in the capital of
the Company on
The Stock Exchange of Hong Kong Limited [the Stock Exchange] or on any other
stock exchange recognized for this purpose by the Securities and Futures Commission and the
Stock Exchange
under the Hong Kong Code on Share Repurchases, not exceeding 10% of the
aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution, and the
said approval shall be limited accordingly; [Authority expires the earlier of the conclusion of the
next AGM of the
Company or the expiration of the period within which the next AGM of the Company is
required by Law to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.B
|
|
Authorize the Directors of the Company,
pursuant to Section 57B
of the Companies Ordinance, to allot, issue and deal with additional shares in
the capital of the Company or options, warrants or similar rights to subscribe for any shares or
such convertible
securities and to make or grant offers, agreements and options, during and after
the relevant period, not exceeding 20% of the aggregate nominal amount of the share capital of
the Company
in issue at the date of passing this resolution and if the Directors are so
authorized by a separate ordinary resolution of the shareholders of the
Company set out as Resolution No. 5.C as specified, the nominal amount of the share capital of the
Company repurchased
by the Company subsequent to the passing of this Resolution, up to a
maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in
issue at the
date of passing this Resolution, and the said approval shall be limited accordingly, otherwise
than pursuant to i) a Rights Issue [as specified]; ii) the exercise of rights of
subscription or conversion
under the terms of any warrants issued by the Company or any securities which are convertible into
shares of the
Company; iii) any option scheme or similar arrangement for the time being adopted for
the grant or issue of shares or rights to acquire shares of the Company, or iv) any scrip dividend
or similar arrangement
providing for the allotment of shares in lieu of the whole or part of a dividend
on shares of the Company in accordance
with the Articles of Association of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.C
|
|
Authorize the Directors of the Company to
exercise the powers of
the Company referred to in Resolution 5.B, in respect of
the share capital
of the Company referred to in such Resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
Any other business
|
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
S P SETIA BHD
Security
|
|
Y8132G101
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
05-Nov-2007
|
|
|
|
|
|
|
|
ISIN
|
|
MYL8664OO004
|
|
Agenda
|
|
701390255 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Authorize the Directors of the Company,
subject to the approval-
in-principle of Bursa Malaysia Securities Berhad [Bursa Securities] for the
admission of the warrants to the Official List of Bursa Securities and the
listing and quotation of the warrants and all the new S P Setia Shares to be issued pursuant to the
exercise of
the warrants on the Main Board of Bursa Securities, a] to issue MYR 500,000,000 nominal
value of 2.00% redeemable serial bonds [Bonds] with 168,151,302 detachable provisional
rights to allotment
of Warrants to Aseambankers Malaysia Berhad [Aseambankers] and United Overseas Bank [Malaysia] Bhd [UOB]
[Aseambankers and UOB are collectively hereinafter referred to as the Primary
Subscribers] on a bought deal basis in the following manner: i] the Primary Subscribers will
subscribe for
the entire issue of the Bonds and provisional rights to allotment of 168,151,302 Warrants;
ii] the Primary Subscribers will place out all or part of the Bonds to persons falling within the
categories of persons
under Schedule 6 or Section 229[1][b], Schedule 7 or Section 230[1][b] and
Schedule 9 or Section 257[3] of the Capital Markets and Services Act
2007 [as amended from time to time], subject to the selling restrictions set out in a trust
deed to be executed
between the Company and the trustee for the Bonds [Trust Deed]; and iii]
the Primary Subscribers will offer for sale the provisional rights to allotment of Warrants to the
existing shareholders
of the Company on a renounceable rights basis of 1 Warrant for 4 S P Setia
Shares held on a date and at an offer price for the warrants to be determined, wherein each
warrant will carry
the right to subscribe, at any time during the period commencing 5 years from
the date of allotment and issue of the warrant, for 1 new S P Setia Share at an exercise price
to be determined
and announced by the Board of Directors of the Company [Exercise Price] and subject to the provisions
and adjustments
contained in a deed poll to be executed by the Company constituting the Warrants [Deed Poll]; any
Warrants representing
fractional entitlements will be disregarded and will be dealt with in such manner
as the Board of Directors of the Company and the Primary Subscribers may in their absolute discretion think
expedient; b] contingent upon the issuance of the Bonds, to allot and issue
the warrants and/or to adjust, from time to time, the Exercise Price and/or the par value of the
new S P Setia
Share under the Deed Poll and to allot and issue such appropriate number of
additional warrants [Additional Warrants], if any, as a consequence of the adjustment of the
Exercise Price or
the number of warrants in accordance with the provisions in the Deed Poll and/or
modifications, variations and/or amendments as may be imposed or permitted by the Securities Commission, Bursa Securities and
any other relevant authorities, parties or otherwise; and c] to allot and issue new S P Setia Shares
credited as
fully paid-up arising from the exercise by the holders of the warrants and/or the
Additional Warrants [as the case may be] to subscribe for new S P Setia Shares at the Exercise Price
or such price
as may be adjusted under the Deed Poll which upon
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
allotment and issue, shall rank pari passu
in all respects with the
then existing S P Setia Shares save and except that they
shall not be
entitled to any dividends, rights, allotments and/or other distributions, the
entitlement date [being the date as at the close of business on which the
shareholders of the Company must be registered in order to be entitled to any dividends,
rights, allotments
and/or other distributions] of which is prior to the date of allotment and issue of
the S P Setia Shares; and to complete and give effect to the Proposed Bonds with warrants
Issuance and the
Proposed Offer for sale and to do all acts and things for and on behalf of the Company
as the Directors may consider necessary or expedient with full power to: a] execute the
Deed Poll
constituting the Warrants, the Trust Deed and any other agreements in relation to
the Proposed Bonds with Warrants Issuance and the Proposed Offer for Sale [including but
not limited to
the subscription agreement, the depository and paying agency agreement, the issuing
agency agreement] and such other agreements, deeds, instruments and/or arrangements
including any
supplementary or variation agreements and documents in connection with or to give
full effect to and complete the Proposed Bonds with Warrants Issuance and Proposed Offer for Sale;
and b] assent
to any conditions, modifications, variations and/or amendments as may be
imposed or permitted by Bursa Securities and any other relevant authorities or as may be deemed necessary by the
Directors in the best interest of the Company and to finalize, implement or to give full effect to any
such modifications,
variations and/or amendments thereto and to deal with all matters relating
thereto and to take all steps and do all acts and things in any manner as they may deem necessary and/or expedient to
finalize, implement, to give full effect to and complete the Proposed
Bonds with Warrants Issuance and the Proposed Offer for Sale; approve, adopt and ratify all
previous actions
taken by the Directors of the Company for the purpose of or in connection with the
Proposed Bonds with Warrants Issuance and the Proposed Offer for Sale; approve the affixation
of the Companys
Common Seal onto all relevant agreements and documents to be executed or entered into for the purpose
of or in connection
with the Proposed Bonds with warrants Issuance and the Proposed Offer for
sale, in accordance with the provisions of the Companys Articles of Association
|
|
|
|
|
|
|
10
2.
|
|
Authorize the Company, subject to the
approval of Bursa
Securities for the admission, listing and quotation of
the Bonus Shares,
to capitalize up to a total sum of approximately MYR 252,227 million from the
Companys share premium account [Amount], and to apply the amount towards payment in
full at par for
the Bonus Shares and to allot and issue the Bonus Shares [336,302,604] credited as
fully paid up to all shareholders of the Company whose names appear in the Record of Depositors of
the Company
at the close of business on the entitlement date to be determined by the Board of
Directors of the Company [Entitlement
Date] on the basis of 1 Bonus Share for every 2 existing S P Setia Shares
held as at the Entitlement Date and that the Bonus Shares which shall be listed and quoted on the
Main Board of
Bursa Securities shall, upon issuance and allotment, rank pari passu in all
respects with the existing issued and paid up S P Setia Shares, save and except that they shall not be
entitled to
any dividends, rights, allotments and/or distributions, the entitlement date of which
is prior to the date of allotment and issue of the Bonus Shares: and authorize the Directors of the
Company: a)
to disregard any fractional entitlements or fraction of a Bonus Share under the Proposed
Bonus Issue when determining the shareholders entitlements and such fractions thereof
shall be dealt with in such manner as the Directors in their absolute
discretion deem fit and in the interest of the Company; b) to do all acts,
deeds, and things and to execute, sign, enter, deliver and/or cause to be
delivered on behalf of the Company all such documents, commitments,
transactions, indemnities and/or undertakings as may be necessary or
expedient to give effect and complete the Proposed Bonus Issue; c) to assent
to any conditions, modifications, variations and/or amendments to the terms
of the Proposed Bonus Issue as may be required by the relevant authorities
and/or any relevant parties or in such manner as the Directors may in their
discretion deem fit for the benefit of the Company; and d) to take all steps
that they consider necessary in connection with the Proposed Bonus Issue
|
|
Management
|
|
For
|
|
For
|
11
KERRY PROPERTIES LTD
Security
|
|
G52440107
|
|
Meeting Type
|
|
Special General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
23-Nov-2007
|
|
|
|
|
|
|
|
ISIN
|
|
BMG524401079
|
|
Agenda
|
|
701400169 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.I
|
|
Re-elect Mr. Chan Wai Ming, William as
a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
1.II
|
|
Re-elect Mr. Ku Moon Lun as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
1.III
|
|
Re-elect Mr. Qian Shaohua as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve and ratify the Agreements [as
specified] and the
transactions contemplated thereunder; and authorize the
Board to take
all such actions as it considers necessary or desirable to implement and give effect
to the Agreements and the transactions contemplated thereunder
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
12
NEW WORLD CHINA LAND LTD NWCL
Security
|
|
G6493A101
|
|
Meeting Type
|
|
Annual General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
27-Nov-2007
|
|
|
|
|
|
|
|
ISIN
|
|
KYG6493A1013
|
|
Agenda
|
|
701398162 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and consider the audited Financial
Statements and the
Reports of the Directors and Auditors for the year ended
30 JUN 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.a
|
|
Re-elect Dr. Cheng Kar-Shun, Henry as
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.b
|
|
Re-elect Mr. Chow Kwai-Cheung as
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.c
|
|
Re-elect Mr. Fu Sze-Shing as Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.d
|
|
Re-elect Mr. Lee Luen-Wai, John as
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.e
|
|
Authorize the Board of Directors to fix the
Directors remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-appoint PricewaterhouseCoopers as
Auditors and authorize
the Board of Directors to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.1
|
|
Authorize the Directors of the Company to
allot and issue
additional shares in the capital of the Company and make
or grant offers,
agreements and options during and after the relevant period, not exceeding 20%
of the aggregate nominal amount of the issued share capital of the Company in issue as at
the date of passing
of this resolution otherwise than pursuant to: i) a Rights Issue; or ii) any scrip
dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a
dividend on shares
of the Company in accordance with the Articles of Association of the
Company; or iii) the exercise of any share option scheme of the Company or similar arrangement;
[Authority expires
the earlier of the conclusion of the next AGM of the Company or the expiration
of the period within which the next AGM is to be held by law or the Articles of Association
of the Company
to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.2
|
|
Authorize the Directors of the Company to
repurchase issued
shares of the Company during the relevant period, on The
Stock Exchange
of Hong Kong Limited [Stock Exchange] or any other stock exchange on which
the shares of the Company may be listed and recognized by the Securities and Futures
Commission and
the Stock Exchange for such purposes, subject to and in accordance with Cayman
Islands Law and all applicable laws and/or the Rules Governing the Listing of Securities
on the Stock Exchange
or the rules of any other stock exchange or rules of any other stock exchange as
amended from time to time not exceeding 10% of the aggregate nominal amount of the
issued share
capital of the Company; [Authority expires the earlier of the conclusion of the next AGM
of the Company or the expiration of the period within which the next AGM is to be held by law
or the Articles
of Association of the Company to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.3
|
|
Approve, conditional upon the passing of
Resolutions 5.1 and 5.2,
to extend the general mandate granted to the Directors by
addition to
the aggregate nominal value of the share capital of the Company which may be
allotted or agreed to be allotted by the Directors pursuant to Resolution 5.1, by an amount
representing the
aggregate nominal amount of the share capital repurchased pursuant to Resolution
5.2, provided that such amount does not exceed 10% of the aggregate nominal amount of the issued
share capital
of the Company at the date of passing this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
13
SHIMAO PROPERTY HOLDINGS LIMITED
Security
|
|
G81043104
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
30-Nov-2007
|
|
|
|
|
|
|
|
ISIN
|
|
KYG810431042
|
|
Agenda
|
|
701410982 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve, confirm and ratify the Share Subscription
and Asset
Transfer
Agreement dated 22 OCT 2007 [as specified in the Circular] entered into
between the Company, Shanghai Shimao Co. Ltd., Beijing Shimao Investment and Development Co.
Ltd., Shanghai
Shimao Enterprises Development Co. Ltd. and Peak Gain International
Limited, and the transactions contemplated thereunder [the Proposed Transaction]; and authorize any
one Director
of the Company [other than Mr. Hui and Mr. Huis Associates [as specified
in the Circular]] with full power, to do all things and sign or execute all documents on behalf of the Company which may in
his/her opinion be necessary or desirable for the purpose of giving effect to the Share
Subscription and Asset
Transfer Agreement, the Proposed Transaction or any matters relation thereto
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve, confirm and ratify the PRC
Non-competition Agreement
dated 22 OCT 2007 [as specified in the Circular] entered
into between
the Company, Shanghai Shimao Co. Ltd. and Mr. Hui Wing Mau and the transactions
contemplated thereunder; and authorize any one Director of the Company [other than Mr. Hui and Mr. Huis
Associates [as specified in the Circular]] with full power, to do all things
and sign or execute all documents on behalf of the Company which may in his/her opinion be
necessary or
desirable for the purpose of giving effect to the PRC Non- competition Agreement or
any matters relation thereto
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Approve, confirm and ratify the Deed of
Release dated 22 OCT
2007 [as specified in the Circular] entered into
unilaterally by the Company
and the transactions contemplated thereunder; and authorize any one Director
of the Company [other than Mr. Hui Wing Mau and Mr. Huis Associates [as specified in
the Circular]] with
full power, to do all things and sign or execute all documents on behalf of the Company
which may in his/her opinion be necessary or desirable for the purpose of giving effect
to the Deed of
Release or any matters relation thereto
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Approve, confirm and ratify the Grant
granted pursuant to the
amendment to the Hong Kong Non-competition Agreement
dated 22 OCT
2007 [as specified in the Circular] granted by the Company to Mr. Hui
Wing Mau; and authorize any one Director of the Company [other than Mr. Hui and Mr. Huis
Associates [as specified
in the Circular]] with full power, to do all things and sign or execute all documents
on behalf of the Company which may in his/her opinion be necessary or desirable for the purpose
of giving effect
to the Grant or any matters relation thereto
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
14
HENDERSON LD DEV LTD
Security
|
|
Y31476107
|
|
Meeting Type
|
|
Annual General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
03-Dec-2007
|
|
|
|
|
|
|
|
ISIN
|
|
HK0012000102
|
|
Agenda
|
|
701385975 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and approve the Audited accounts
and the reports of the
Directors and the Auditors for the YE 30 JUN 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.a
|
|
Re-elect Mr. Lee King Yue as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.b
|
|
Re-elect Mr. Li Ning as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.c
|
|
Re-elect Sir. Po-shing Woo as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.d
|
|
Re-elect Mr. Lee Tat Man as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.e
|
|
Re-elect Mr. Gordon Kwong Che Keung as
a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.f
|
|
Re-elect Professor Ko Ping Keung as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.g
|
|
Authorize the Board of Directors to fix the
Directors remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-appoint the Auditors and authorize the Directors
to fix their
remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.a
|
|
Authorize the Directors to repurchase
ordinary shares of HKD
2.00 each in the capital of the Company during the
relevant period,
on The Stock Exchange of Hong Kong Limited [Stock Exchange] or any other
stock exchange on which the shares of the Company have been or may be listed and recognized by
the Stock
Exchange and the Securities and Futures Commission, on share repurchases for such
purposes, subject to and in accordance
with all applicable laws and the requirements of the Rules Governing the
Listing of Securities on the Stock Exchange or of any other Stock Exchange as amended from time to
time, not exceeding
10% of the aggregate nominal amount of the issued share capital of the
Company; [Authority expires the earlier of the conclusion of the next AGM of the Company or the
expiration of the
period within which the next AGM of the Company is required by the Articles of
Association of the Company or the Companies Ordinance [Chapter 32 of the Laws of Hong Kong] to be
held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.b
|
|
Authorize the Directors of the Company to
allot, issue and deal
with additional shares of the Company and make or grant
offers, agreements
and options [including warrants, bonds, debentures, notes and other securities
convertible into shares in the Company] during and after the relevant period, not exceeding the
aggregate of
20% of the aggregate nominal amount of the share capital of the Company, otherwise
than pursuant to i) a rights issue; or ii) any option scheme or similar arrangement; or iii) an
issue of shares
in the Company upon the exercise of the subscription or conversion rights
attaching to any warrants or convertible notes which may be issued by the Company or any of its
subsidiaries; or iv)
any scrip dividend pursuant to the Articles of Association of the Company from time to time;
[Authority expires the earlier of the conclusion of the next AGM of the Company or the
expiration of the
period within which the next AGM of the Company is required by the Articles of
Association of the Company or the Companies Ordinance [Chapter 32 of the Laws of Hong Kong] to be
held]
|
|
Management
|
|
For
|
|
For
|
|
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|
|
|
|
|
|
|
|
|
15
5.c
|
|
Approve to extend the general mandate
granted to the Directors of
the Company to allot, issue and deal with any additional
shares of the
Company pursuant to Resolution 5.B, by an amount representing the aggregate
nominal amount of the share capital of the Company repurchased by the Company pursuant to Resolution 5.A,
provided that such amount does not exceed 10% of the aggregate nominal amount of the share capital of
the Company
at the date of passing this resolution
|
|
Management
|
|
For
|
|
For
|
16
SUN HUNG KAI PPTYS LTD
Security
|
|
Y82594121
|
|
Meeting Type
|
|
Annual General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
06-Dec-2007
|
|
|
|
|
|
|
|
ISIN
|
|
HK0016000132
|
|
Agenda
|
|
701382575 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and approve the audited financial
statements and the
reports of Directors and the Auditors for the YE 30 JUN
2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare the final dividend
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.I.A
|
|
Re-elect Mr. Yip Dicky Peter as
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.I.B
|
|
Re-elect Professor Wong Yue-chim, Richard
as Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.I.C
|
|
Re-elect Dr. Li Ka-Cheung, Eric as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.I.D
|
|
Re-elect Mr. Chan Kui-Yuen, Thomas as
a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.I.e
|
|
Re-elect Mr. Kwong Chun as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.II
|
|
Approve to fix Directors fees [the
proposed fees to be paid to
each Director, each Vice-Chairman and the Chairman for
the FY ending
30 JUN 2008 are HKD 100,000, HKD 110,000 and HKD 120,000 respectively]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-appoint Auditors and to authorize the
Board of Directors to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Authorize the Directors of the Company to
repurchase shares of
the Company during the relevant period on The Stock
Exchange of
Hong Kong Limited or any other stock exchange recognized for this purpose by the
Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under
the Hong Kong
Code on Share Repurchases pursuant to the approval of this resolution,
subject to and in accordance with all applicable laws and regulations, not
exceeding 10% of the aggregate nominal amount of the issued share capital at the date of
passing this
resolution; [Authority expires the earlier of the conclusion of the next AGM or the
expiration of the period within which the next AGM of the Company is required by its Articles of Association
or by the
laws of Hong Kong to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Authorize the Directors to allot, issue and
deal with additional
shares in the capital of the Company and make or grant
offers, agreements,
options, and warrants, during and after the relevant period, not exceeding 10%
of the aggregate nominal amount of the share capital of the Company; plus the nominal amount
of share
capital repurchased by the Company [up to 10% of the aggregate nominal amount
of the issued share capital of the Company], otherwise than pursuant to i) a rights issue;
or ii) any option
scheme or similar arrangement for the time being adopted for the grant or issue to
officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to
acquire shares of
the Company; or iii) any scrip dividend or similar arrangement providing for the
allotment of shares in lieu of the whole or part of a dividend on shares of
the Company in accordance with the Articles of Association of the Company; [Authority
expires the earlier
of the conclusion of the next AGM of the Company or the expiration of the period
within which the next AGM is required by its Articles of Association or by the Laws of Hong Kong
to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Authorize the Directors to exercise the
powers of the Company
referred to in Resolution 6 in respect of the share
capital of the Company,
as specified
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.8
|
|
Amend the Articles 2, 27, 95, 103(A)(ii),
103(D), 104(A), 108, 110,
119, 121(B), 170 of Association of the Company as
specified
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
17
SHUN TAK HLDGS LTD
Security
|
|
Y78567107
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
12-Dec-2007
|
|
|
|
|
|
|
|
ISIN
|
|
HK0242001243
|
|
Agenda
|
|
701416477 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve, the STDM Transactions [including
without limitation the
Commission, the STDM Ticket Purchases and the Discount] pursuant to the
terms and conditions of the STDM Agency Agreement as amended by the SAA Extension, as specified, together with the
STDM Commissions payable by Shun Tak-China Travel Shipping Investments Limited [STCTS] to
Sociedade de Turismo
e Diversoes de Macau S.A. [STDM] during the 3 FYs ending 31 DEC 2008, 2009
and 2010 shall not exceed HKD 26 million, HKD 30.3 million and HKD 33.5 million
respectively; the STDM
Ticket Purchases during the 3 FYs ending 31 DEC 2008, 2009 and 2010 shall not
exceed HKD 544.5 million, HKD 634.6 million and HKD 701.2 million respectively; the Discount
granted by
STCTS to STDM during the 3 FYs ending 31 DEC 2008, 2009 and 2010 shall not exceed
HKD 27.2 million, HKD 31.7 million and HKD 35.1 million respectively; and authorize the
Directors [or a duly
authorized committee thereof] to take all such steps to implement the same and to
execute all documents or deeds as they may consider necessary or appropriate in relation
thereto and to
make any changes, modifications, amendments, waivers, variations or extensions
of such terms and conditions of the STDM Transactions as they think fit
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve, the Fuel Arrangement [including
without limitation the
Fuel Arrangement Fee] pursuant to the terms and
conditions of the
Fuel Arrangement Agreement as amended by the FAA Extension, as specified,
together with the Increased Cap and the annual cap of Fuel Arrangement Fee payable by STCTS to
STDM during
the FY ending 31 DEC 2007 be increased to HKD 350 million; the Fuel
Arrangement Fee payable by STCTS to STDM during the 3 FYs ending 31 DEC 2008, 2009 and 2010 shall
not exceed
HKD 518.4 million, HKD 641.3 million and HKD 802.1 million respectively; and
authorize the Directors [or a duly authorized committee thereof] to take all such steps to
implement the
same and to execute all documents or deeds as they may consider necessary or
appropriate in relation thereto and to make any changes, modifications, amendments, waivers,
variations or extensions
of such terms and conditions of the Fuel Arrangement as they may think fit
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
18
SHUN TAK HLDGS LTD
Security
|
|
Y78567107
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
12-Dec-2007
|
|
|
|
|
|
|
|
ISIN
|
|
HK0242001243
|
|
Agenda
|
|
701416489 -
Management
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve the acquisitions of the HHL-Nomusa
Sale Share, the HHL-NCPM Sale Share and the HHL-NTGPM Sale Share [as
specified]
[the HHL Acquisition], on the terms of and subject to the conditions of the
conditional Sale and Purchase Agreement dated 25 JUN 2007 between Ace Wonder Limited, an indirect wholly-owned
subsidiary of the Company [the Purchaser], Hopewell Properties [B.V.I.] Limited [HPL], Hopewell
Holdings Limited
[HHL] and the Company, as amended and supplemented by the supplemental
agreement dated 20 AUG 2007 to extend the long stop date of the HHL Acquisition to 28 DEC 2007
[together the
HHL Agreement, as specified and which were produced to the meeting], pursuant to
which the Purchaser agreed to acquire and HPL agreed to sell and/or procure the sale of the
HHL-Nomusa Sale
Share, the HHL-NCPM Sale Share and the HHL-NTGPM Sale Share, and the
Company and HHL agreed to guarantee the obligations of the Purchaser and HPL respectively under
the HHL Agreement;
and authorize the Directors [or a duly authorised Committee thereof] to take
all such steps to implement the HHL Agreement and the transactions thereunder to execute all documents or deeds
as they may consider necessary or appropriate in relation thereto and to make any changes, modifications,
amendments, waivers, variations or extensions of such terms and conditions
as they think fit
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve the acquisitions of the STDM-Fast
Shift Sale Share and
the STDM-Fast Shift Loans [as specified] [the STDM
Acquisition], on
the terms of and subject to the conditions of the conditional Sale and Purchase
Agreement dated 26 JUN 2007 [the STDM Agreement] between the Purchaser, Rapid Success
Investments Limited
[Rapid Success], Sociedade de Turismo e Diversoes de Macau, S.A. [STDM] and the
Company [as specified], pursuant to which the Purchaser agreed to acquire and Rapid Success
agreed to
sell the STDM-Fast Shift Sale Share and the STDM-Fast Shift Loans and the Company and
STDM agreed to guarantee the obligations of the Purchaser and Rapid Success
respectively under
the STDM Agreement; and authorize the Directors [or a duly authorised Committee
thereof] to take all such steps to implement the STDM Agreement and the transactions
thereunder to
execute all documents or deeds as they may consider necessary or appropriate
in relation thereto and to make any changes, modifications, amendments, waivers, variations
or extensions
of such terms and conditions as they think fit
|
|
Management
|
|
For
|
|
For
|
19
CHINA RESOURCES LAND LTD
Security
|
|
G2108Y105
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
21-Dec-2007
|
|
|
|
|
|
|
|
ISIN
|
|
KYG2108Y1052
|
|
Agenda
|
|
701425907 -
Management
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve the conditional sale and purchase
agreement [the Sale
and Purchase Agreement] dated 03 DEC 2007 entered into between Gain Ahead
Group Limited [the Vendor], China Resources (Holdings) Company Limited [the Guarantor]
and the Company
[the Purchaser] [as specified] in relation to, among other matters, the
Acquisition [as specified [the Circular] of the Company to its
shareholders dated 05 DEC 2007] [as specified] and all the transactions contemplated thereby including
but not limited
to the allotment and issue to the Vendor [or as it may direct] of 269,090,909
ordinary shares of HKD 0.10 each in the capital of the Company at the issue price of HKD 16.83
each credited
as fully paid up and ranking pari passu with the existing issued shares of the
Company [the Consideration Shares] to the Vendor [or as it may direct] pursuant to the Sale and
Purchase Agreement;
and authorize the Directors to sign, execute, perfect and deliver all such
documents and deeds, and do all such actions which are in their opinion necessary, appropriate,
desirable or expedient
for the implementation and completion of the Sale and Purchase Agreement, the
allotment and issue of the Consideration
Shares to the Vendor [or as it may direct], all other transactions contemplated
under or incidental to the Sale and Purchase Agreement and all other matters incidental
thereto or in connection
therewith and to agree to the variation and waiver of any of the matters
relating thereto that are, in the opinion of the Directors, appropriate,
desirable or expedient in the context of the Acquisition and are in the best interests of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve and ratify the continuing connected
transactions, as
specified [the Circular] of the Company to its
shareholders dated 05
DEC 2007, the Construction Caps and the Decoration Caps as specified and authorize
any one Director of the Company or any other person authorized by the Board of Directors of the
Company from
time to time for and on behalf of the Company to execute all such other documents and
agreements and do such acts or things as he or she may in his or her absolute discretion
consider to be necessary,
desirable, appropriate or expedient to implement or give effect to the
continuing connected transactions and all the matters incidental to, ancillary to or in connection with
the Continuing
Connected Transactions
|
|
Management
|
|
For
|
|
For
|
20
CHINA OVERSEAS LAND & INVESTMENT LTD
Security
|
|
Y15004107
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
27-Dec-2007
|
|
|
|
|
|
|
|
ISIN
|
|
HK0688002218
|
|
Agenda
|
|
701423105 -
Management
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve and ratify the shareholders
Agreement [as specified], and
the transactions contemplated thereunder and
implementation thereof;
and authorize any one Director of the Company and on behalf of the Company to
execute all such documents, instruments
and agreements and to do all such acts or things deemed by him to be incidental
to, ancillary to or in connection with the matters contemplated in the shareholders
Agreement and
the transactions contemplated thereunder including the affixing of Common Seal
thereon
|
|
Management
|
|
For
|
|
For
|
21
CHAMPION REAL ESTATE INVESTMENT TRUST
Security
|
|
Y1292D109
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
04-Feb-2008
|
|
|
|
|
|
|
|
ISIN
|
|
HK2778034606
|
|
Agenda
|
|
701444173 -
Management
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
S.1
|
|
Amend, pursuant to Clause 15.2.3 of the
trust deed constituting
Champion REIT dated 26 APR 2006 [as supplemented by a
first supplemental
deed dated 05 DEC 2006] [the Trust Deed] entered into between Eagle Asset
Management [CP] Limited, as the Manager [the REIT Manager] of Champion REIT, and HSBC Institutional Trust
Services [Asia] Limited, as Trustee of Champion REIT [the Trustee], the
investment strategy of Champion REIT so as not to contain any geographical restrictions; and
authorize the REIT
Manager, any Director of the REIT Manager and the Trustee each, to complete and do
or cause to be done all such acts and things [including executing all such documents as may be required] as the
REIT Manager, such Director of the REIT Manager or the Trustee, as the case may be, may consider expedient or
necessary or in the interests of Champion REIT to give effect to the matters
resolved upon in sub-paragraph [a] of this Resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.2
|
|
Amend, pursuant to Clause 31.1 of the Trust
Deed, Clause
7.1.6(iii) of
the Trust Deed by deleting the words For the purposes of this Clause 7.1.6, and
Clauses 7.2.2 and 7.2.3: and replacing the same by For the purposes of Clauses 7.1.6, 7.1.7,
7.2.2 and 7.2.3;
pursuant to Clause 31.1 of the Trust Deed, Clause 7.1.7 of the Trust Deed to be
deleted in its entirety and replaced with the text as specified; pursuant to Clause 31.1 of the Trust
Deed, Clause
1.1 of the Trust Deed by inserting the specified definition of Excluded Associate
immediately after the definition of Duties and Charges; and authorize the REIT Manager, any
Director of the
REIT Manager and the Trustee each, to complete and do or cause to be done all such
acts and things [including executing all such documents as may be required] as the REIT Manager,
such Director
of the REIT Manager or the Trustee, as the case may be, may consider expedient or
necessary or in the interests of Champion REIT to give effect to the above amendments in relation to Clauses
1.1, 7.1.6(iii) and 7.1.7 of the Trust Deed
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.3
|
|
Amend, pursuant to Clause 31.1 of the Trust
Deed, Clause 7.2.2
of the Trust Deed to be deleted in its entirety and
replaced with the
text as specified; and authorize the REIT Manager, any Director of the REIT
Manager and the Trustee each, to complete and do or cause to be done all such acts and things
[including executing
all such documents as may be required] as the REIT Manager, such Director of
the REIT Manager or the Trustee, as the case may be, may consider expedient or necessary or
in the interests
of Champion REIT to give effect to the above amendment in relation to Clause 7.2.2 of the Trust Deed
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.4
|
|
Amend, pursuant to Clause 31.1 of the Trust
Deed, Clause 7.2.3
of the Trust Deed to be amended by inserting the
specified new paragraph
immediately after Clause 7.2.3(b) of the Trust Deed; and authorize the REIT
Manager, any Director of the REIT Manager and the Trustee, to complete and do or cause to
be done all
such acts and things [including executing all such documents as may be required] as the
REIT Manager, such director of the REIT Manager or the Trustee, as the case may be, may
consider expedient
or necessary or in the interests of Champion REIT to give effect to the above
amendment in relation to Clause 7.2.3 of the Trust Deed
|
|
Management
|
|
For
|
|
For
|
22
S.5
|
|
Amend, pursuant to Clause 31.1 of the Trust
Deed, Clause 2.4.6
of the Trust Deed to be amended by adding the words and
all other
fees, costs and expenses [including costs and expenses incurred in respect of
roadshows, press conferences, luncheons, presentations, and other public relations-related fees,
costs or expenses
and fees for public relations consultants and Unit/Convertible Instrument issuance-related expenses] in connection with any
offering or issue of Units or Convertible Instruments after the words under Clause 7; pursuant
to Clause 31.1
of the Trust Deed, Clause 2.4.13 of the Trust Deed to be deleted in its entirety
and replaced with the text as specified; and authorize the REIT Manager, any Director of the REIT
Manager and
the Trustee each, to complete and do or cause to be done all such acts and things
[including executing all such documents as may be required] as the REIT Manager, such Director of
the REIT Manager
or the Trustee, as the case may be, may consider expedient or necessary or
in the interests of Champion REIT to give effect to the above amendments in relation to
Clauses 2.4.6 and
2.4.13 of the Trust Deed
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.6
|
|
Amend, pursuant to Clause 31.1 of the Trust
Deed, Clause 20.6.1
of the Trust Deed to be amended by deleting the sentence
The Manager
shall also arrange for the Auditors to review and check its calculation under this
Clause 20 of the Distribution Entitlement of each Holder in respect of each Distribution Period and
to issue a
confirmation letter to the Trustee and replacing such sentence with The Manager shall
also arrange for the Auditors to review and check the calculation of the distribution entitlement
of each Holder
in respect of each distribution period and to issue a confirmation letter
regarding such review and verification to the Manager, who will then provide a copy of such
confirmation letter to
the Trustee; and authorize the REIT Manager, any Director of the REIT Manager and the
Trustee each, to complete and do or cause to be done all such acts and things [including
executing all such
documents as may be required] as the REIT Manager, such Director of the REIT
Manager or the Trustee, as the case may be, may consider expedient or necessary or in the interests
of Champion
REIT to give effect to the above amendment in relation to Clause 20.6.1 of the Trust
Deed
|
|
Management
|
|
For
|
|
For
|
23
S.7
|
|
Amend, pursuant to Clause 31.1 of the Trust
Deed, Clause 6.5.2
of the Trust Deed by adding the words or by such other publication method
as may be required or permitted by the Code or the SFC from time to time after the words such
notice may be given
by way of public advertisement in at least 1 English language newspaper in Hong
Kong and 1 Chinese language newspaper
in Hong Kong; pursuant to Clause 31.1 of the Trust Deed, Clause 24.3 of the
Trust Deed to be amended by inserting the specified new paragraph immediately after Clause
24.3.4; and authorize
the REIT Manager, any Director of the REIT Manager and the Trustee each, to
complete and do or cause to be done all such acts and things [including executing all such
documents as may
be required] as the REIT Manager, such Director of the REIT Manager or the Trustee, as
the case may be, may consider expedient or necessary or in the interests of Champion
REIT to give
effect to the above amendments in relation to Clauses 6.5.2 and 24.3 of the Trust Deed
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.8
|
|
Amend, pursuant to Clause 31.1 of the Trust
Deed, Clause 6.5.2
of the Trust Deed by replacing the words The Registrar
with the words
The Manager immediately before the words shall give not less than 14 days prior
notice to the SEHK and the Holders in the event that the Register is closed during any Business
Day; pursuant
to Clause 31.1 of the Trust Deed, Clause 15.6.1(iii) of the Trust Deed to be
amended by replacing the words Clause 8 with the words Clause 18 at end of the said clause;
pursuant to Clause
31.1 of the Trust Deed, Clause 24.6 of the Trust Deed to be deleted in its entirety
and replaced with the text as specified; and authorize the REIT Manager, any Director of the REIT Manager and the
Trustee each, to complete and do or cause to be done all such acts and
things [including executing all such documents as may be required] as the REIT Manager, such Director of the REIT
Manager or the Trustee, as the case may be, may consider expedient or necessary or in the interests
of Champion
REIT to give effect to the above amendments in relation to Clauses 6.5.2,15.6.1(iii) and 24.6 of
the Trust Deed
|
|
Management
|
|
For
|
|
For
|
24
KERRY PROPERTIES LTD
Security
|
|
G52440107
|
|
Meeting Type
|
|
Special General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
21-Feb-2008
|
|
|
|
|
|
|
|
ISIN
|
|
BMG524401079
|
|
Agenda
|
|
701453398 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve and ratify the Framework
Reorganization Agreement as
amended by the Amendment Agreement [as specified] and the transaction
contemplated thereunder; and authorize the Board to take all such actions as
it considers necessary or desirable to implement and give effect to the Framework Reorganization Agreement as amended
by the Amendment Agreement and the transactions contemplated thereunder
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
25
ALLGREEN PROPERTIES LTD, SINGAPORE
Security
|
|
Y00398100
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
25-Feb-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1G61871305
|
|
Agenda
|
|
701454340 -
Management
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Authorize the Company, either directly or
indirectly through its
Affiliate, to participate in the following joint
ventures: a) Kerry Development
[Chengdu] Limited; b) Wealthy Plaza Development [Chengdu] Limited; c)
Lucky Billion Development [Qinhuangdao] Company Limited; d) Sky Fair Development [Qinhuangdao] Company Limited; and
e) Kerry [Shenyang] Real Estate Development Company Limited, in accordance with the terms
and conditions
of the Framework Reorganization Agreement [as amended by the Amendment Agreement] entered into between Kerry Properties
Limited, Kerry Holdings Limited and the Company [as may be further amended, modified, varied or supplemented as the
parties thereto may hereafter deem fit]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Authorize the Directors of the Company to
take all necessary
steps and to negotiate, finalize and enter into all
transactions, arrangements
and agreements and to execute all such documents [including but not Limited
to the execution of the relevant Shareholders Agreement and Articles of Association for
the respective
Project Company, application forms and transfers] with full and discretionary
powers to make or assent to any modifications or amendments thereto in any manner they
may deem
necessary, expedient, incidental or in the interests of the Company and/or its
subsidiaries for the purposes of giving effect to the Resolution No. 1 joint ventures and the
transactions contemplated
thereunder
|
|
Management
|
|
For
|
|
For
|
26
S P SETIA BHD
Security
|
|
Y8132G101
|
|
Meeting Type
|
|
Ordinary General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
27-Feb-2008
|
|
|
|
|
|
|
|
ISIN
|
|
MYL8664OO004
|
|
Agenda
|
|
701454439 -
Management
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU.
|
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and adopt the audited financial
statements of the
Company for the FYE 31 OCT 2007 together with the reports
of the
Directors and Auditors thereon
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend of 15 sen less 26%
tax in respect of the
FYE 31 OCT 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Re-elect Mr. Tan Sri Abdul Rashid bin
Abdul Manaf as a Director,
who retire in accordance with Article 93 of the
Companys Articles of
Association
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-elect Mr. Datuk Ismail bin Adam as
a Director, who retire in
accordance with Article 93 of the Companys Articles
of Association
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Re-elect Mr. Yap Kok Weng as a
Director, who retire in
accordance with Article 93 of the Companys Articles
of Association
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Re-elect Mr. Chang Khim Wah as a Director,
who retire in
accordance
with Article 98 of the Companys Articles of Association
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Re-elect Mr. Teow Leong Seng as a
Director, who retire in
accordance with Article 98 of the Companys Articles
of Association
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
8.
|
|
Re-appoint Moores Rowland as the Auditors
for the ensuing year
and authorize the Board of Directors to fix their
remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
9.
|
|
Authorize the Company, subject to the
Listing Requirements of
Bursa Malaysia Securities Berhad, and its subsidiaries [S
P Setia Group]
to enter into and give effect to specified recurrent related party transactions of a
revenue or trading nature of the Group with specified classes of Related Parties as defined in the
Listing Requirements
of Bursa Malaysia Securities Berhad and as specified in Section 2.13 (A) to (C) which
are necessary for the day
to day operations in the ordinary course of business and are carried out at arms
length basis on normal commercial terms of the S P Setia Group on terms not more favorable to the
Related Parties
than those generally available to the public and are not detrimental to minority
shareholders of the Company; [Authority expires until the conclusion of the next AGM of the
Company; or the
expiration period within which the next AGM after the date it is required to be held
pursuant to Section 143(1) of the Companies Act 1965 [Act]] [but shall
not extend to such extension as may be allowed pursuant to Section 143(2) of the Act];
and authorize the Directors
of the Company to complete and do all such acts and things as they may
consider necessary or expedient in the best interest of the Company [including executing all such
documents as
may be required] to give effect to the transactions contemplated and/or
authorize by this resolution
|
|
Management
|
|
For
|
|
For
|
27
10.
|
|
Authorize the Company, subject always to
the Listing
Requirements
of Bursa Malaysia Securities Berhad, and its subsidiaries [S P Setia Group] to enter into and give
effect to specified
recurrent related party transactions of a revenue or trading nature of the
Group with specified classes of Related Parties as defined in the Listing Requirements of Bursa
Malaysia Securities
Berhad and as specified 2008 which are necessary for the day to day operations
in the ordinary course of business and are carried out at arms length basis on normal
commercial terms of
the S P Setia Group on terms not more favorable to the related parties than those
generally available to the public and are not detrimental to minority shareholders of the Company;
[Authority expires
until the conclusion of the next AGM of the Company; or the expiration period
within which the next AGM after the date it is required to be held pursuant to
Section 143(1) of the Companies Act, 1965 [Act] [but shall not extend to such extension
as may be allowed
pursuant to Section 143(2) of the Act]; and authorize the Directors of the Company
to complete and do all such acts and things as they may consider necessary or expedient in the
best interest
of the Company[including executing all such documents as may be required] to
give effect to the transactions contemplated and/or authorize by this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.11
|
|
Amend the Articles of Association of the
Company as specified
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
Transact any other business
|
|
Non-Voting
|
|
|
|
|
28
CHAMPION REAL ESTATE INVESTMENT
TRUST
Security
|
|
Y1292D109
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
06-Mar-2008
|
|
|
|
|
|
|
|
ISIN
|
|
HK2778034606
|
|
Agenda
|
|
701463945 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve: the acquisition [and the
consummation of the
transactions contemplated by the Purchase Agreements,
including the
repayment of the existing LP facility] as specified and on the terms and conditions set
out in each Purchase Agreement; the entering into, and performance, by the Purchaser of each
of the Purchase
Agreements; pursuant to the Purchase Agreements, the entering into at
completion, and performance, by the purchaser of the Deed of Undertaking
and Indemnity; pursuant to the Purchase Agreements, the entering into at completion, and
performance, by the
Purchaser of the Deeds of Tax Covenant; pursuant to the Purchase Agreements, the
entering into at completion, and performance, by the REIT Manager and the Property Manager
of the Deed
of ratification and accession; the issue of such number of new Consideration Units
to the GE holder as may be determined
in accordance with the Renaissance Purchase Agreement [up to an aggregate issue amount of the
Consideration Units
to be issued to the GE holder of HKD 4,264 million] to finance part of the total
renaissance consideration at an issue price per unit that is equal to the issue price for the
placement units
determined in accordance with this resolution, which number shall not exceed, when
taken together with the number of Placement Units to be issued and the total number of
conversion units
that may be issued under the 2008 Convertible Bonds [if issued on conversion of
the 2008 Convertible Bonds at the initial conversion price and excluding any General Mandate
Conversion Units],
the authorised issue; the issue of the 2008 Convertible Bonds for aggregate gross
issue proceeds of up to HKD 5,200 million, which approval shall be deemed to include an
approval of: i)
the actual terms and conditions of the 2008 Convertible Bonds, together with any terms
and conditions which are incidental or ancillary to such terms, in each case as may be agreed
between the
Bond Placement Underwriter and the REIT Manager; ii) the issue of Conversion Units
at an initial conversion price to be agreed between the Bond Placement Underwriter and the
REIT Manager
at the 2008 Convertible Bonds Placement Pricing Date, provided that the initial
conversion price shall be equal to or greater than the closing price of the Units on the Hong
Kong Stock Exchange
at the 2008 Convertible Bonds Placement Pricing Date; iii) the issue of: 1) such
number of Conversion Units upon conversion of the 2008 Convertible Bonds that, if issued
at the initial
conversion price and excluding the General Mandate Conversion Units, and when
taken together with the number of Consideration Units and Placement Units to be issued,
will not exceed
the authorised issue; and 2) any Conversion Units in excess of the number of
Conversion Units referred to in (1) above that, when issued upon conversion of the 2008 Convertible
Bonds, would
result from such conversion and issue being effected at a conversion price other
than the initial conversion price following any adjustment which may apply under the terms of the
2008 Convertible
Bonds; and iv) the issue of 2008 Convertible Bonds [and any Conversion Units
to be issued pursuant thereto] to 1 or
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
29
|
|
more GE Entities in respect of up to 50% of
the aggregate gross issue proceeds of the 2008 Convertible Bonds issued upon
completion of the bond placement; the issuance of such number of new
Placement Units as would be required to raise aggregate gross issue proceeds of
up to HKD 4,536 million, at an issue price to be determined by agreement
between the REIT Manager and the Unit Placement Underwriter prior to the
commencement of the unit placement, provided that such issue price will not
be at a discount of more than 20% to the average closing price of the Units
on the Hong Kong Stock Exchange in the 10 trading days immediately prior to
the Unit Placement Pricing Date, which number will not exceed, when taken
together with the number of Consideration Units to be issued and the total
number of Conversion Units that may be issued [if issued on conversion of the
2008 Convertible Bonds at the Initial Conversion Price and excluding any
General Mandate Conversion Units], the authorised issue; the issue of the
Subscription Units to the GE Placing Company pursuant to the Placing and
Top-Up Subscription Mechanism, which approval shall also be deemed to include
an approval of the actual terms and conditions of any placing and top-up
subscription agreement that may be entered into between the REIT Manager, the
Unit Placement Underwriter and 1 or more GE Entities [including the GE
Placing Company] in respect of the Subscription Units; the entering into by
the Purchaser of, and the consummation of the transactions contemplated by,
the Deed of Amendment of Distribution Entitlement Waiver Deed, including the
making of the payments contemplated thereunder; and the 2008 Continuing
Connected Party Transactions in accordance with the terms and conditions
under the relevant waiver package, in each case, as specified [each of the
transactions described in this resolution, are hereinafter collectively
referred to as the Transactions Requiring Approval] and authorize the REIT
Manager, any Director of the REIT Manager and the Trustee severally to complete
and to do or cause to be done all such acts and things [including executing
all such documents as may be required] as the REIT Manager, such Director of
the REIT Manager or, as the case may be, the Trustee may consider expedient
or necessary or in the interest of Champion REIT, to give effect to any and
all matters in relation to the Transactions Requiring Approval generally
|
|
|
|
|
|
|
30
KERRY PROPERTIES LTD
Security
|
|
G52440107
|
|
Meeting Type
|
|
Special General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
22-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
BMG524401079
|
|
Agenda
|
|
701517724 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve and ratify the Agreements [as
specified] and the
transactions contemplated thereunder; and authorize the
Board to take
all such actions as it considers necessary or desirable to implement and give effect
to the Agreements and the transactions contemplated thereunder
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
31
CITY DEVELOPMENTS LTD, SINGAPORE
Security
|
|
V23130111
|
|
Meeting Type
|
|
Annual General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
24-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1R89002252
|
|
Agenda
|
|
701506353 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive the audited financial statements
and the reports of the
Directors and Auditors for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve to declare a final tax-exempt
[1-tier] ordinary dividend of
7.5 cents per ordinary share and a special final
tax-exempt [1-tier] ordinary
dividend of 12.5 cents per ordinary share for the YE 31 DEC 2007 as recommended by
the Directors
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.A
|
|
Approve the Directors Fees of SGD
308,000.00 for the YE 31
DEC 2007 [year 2006 : SGD 291,124.00] and Audit Committee Fees of SGD
47,500.00 per quarter for the period from 1 JUL 2008 to 30 JUN 2009
[period 1 JUL 2007 to 30 JUN 2008: SGD 47,500.00], with payment of the Audit Committee fees to
be made in
arrears at the end of each calendar quarter
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.B
|
|
Approve the additional Directors fees of
SGD 50,000.00 for each
Director for the YE 31 DEC2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.A
|
|
Re-elect Mr. Chow Chiok Hock as a
Director, who retires in
accordance with the Articles of Association of the
Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.B
|
|
Re-elect Mr. Han Vo-Ta as a Director,
who retires in accordance
with the Articles of Association of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.A
|
|
Re-appoint Mr. Chee Keng Soon as a
Director, pursuant to
Section 153(6) of the Companies Act, Chapter 50
of Singapore [the
Companies Act], to hold office from the date of this AGM until the next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.B
|
|
Re-appoint Mr. Tang See Chim as a
Director, pursuant to Section
153(6) of the Companies Act, Chapter 50 of Singapore
[the Companies
Act], to hold office from the date of this AGM until the next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Re-appoint Messrs. KPMG as the
Auditors and authorize the
Directors to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Authorize the Directors to issue ordinary
shares in the capital of
the Company whether by way of rights, bonus or otherwise;
and/or make
or grant offers, agreements or options [collectively, Instruments] that might
or would require ordinary shares to be issued, including but not limited to the creation and
issue of [as well
as adjustments to] warrants, debentures or other instruments convertible into ordinary
shares, at any time and upon such terms and conditions and for such purposes and to such persons
as the Directors
may, in their absolute discretion, deem fit; and [notwithstanding the
authority conferred by this ordinary resolution may have ceased to be in
force] issue ordinary shares in pursuance of any Instrument made or granted by the
Directors while
this ordinary resolution was in force; provided that: 1) the aggregate number of
ordinary shares to be issued pursuant to this ordinary resolution [including ordinary shares to be
issued in pursuance
of Instruments made or granted pursuant to this ordinary resolution but
excluding ordinary shares which may be issued pursuant to any adjustments effected under any
relevant instrument],
does not exceed 50% of the issued ordinary shares in the capital of the Company
[as calculated in accordance with this resolution], of which the aggregate number of ordinary
shares to be
issued other than on a pro-rata basis to shareholders of the
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
Company [including ordinary shares to be
issued in pursuance of
Instruments made or granted pursuant to this ordinary
resolution but
excluding ordinary shares which may be issued pursuant to any adjustments effected
under any relevant instrument] does not exceed 20% of the issued ordinary shares in the capital
of the Company
[as calculated in accordance with this resolution]; 2) [subject to such manner of
calculation as may be prescribed by the Singapore Exchange Securities Trading Limited
[SGX-ST]] for the
purpose of determining the aggregate number of ordinary shares that may be issued
under this resolution, the percentage of issued ordinary shares shall be based on the issued
ordinary shares
in the capital of the Company at the time this resolution is passed, after adjusting
for: i) new ordinary shares arising from the conversion or exercise of any convertible securities or
share options
or vesting of share awards which are outstanding and subsisting at the time
this resolution is passed; and ii) any subsequent consolidation or subdivision of ordinary
shares; 3) in exercising
the authority conferred by this resolution, the Company shall comply with the
provisions of the Listing Manual of the SGX- ST for the time being in force [unless such compliance
has been waived
by the SGX-ST] and the Articles of Association for the time being of the Company;
[Authority expires the earlier at the conclusion of the next AGM of the Company or the date by
which the
next AGM of the Company is required by law to be held]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
|
Authorize the Directors of the Company, for
the purposes of
Sections 76C and 76E of the Companies Act, to purchase or otherwise acquire
issued ordinary shares and/or non-redeemable convertible non-cumulative preference shares [Preference
Shares] not
exceeding in aggregate the prescribed limit [as hereinafter defined], at such price or
prices as may be determined by the Directors of the Company from time to time up to the
maximum price
[as hereinafter defined], whether by way of: i) market purchases [each a Market
Purchase] on the SGX-ST; and/or ii) off-market purchases [each an Off-Market Purchase]
effected otherwise
than on the SGX-ST in accordance with any equal access scheme(s) as
may be determined or formulated by the Directors of the Company as they may, in their absolute discretion, deem
fit, which schemes shall satisfy all the conditions prescribed by the
Companies Act, and otherwise in accordance with all other laws, regulations and rules of the
SGX-ST as may for
the time being be applicable; [Authority expires the earlier at the date on which the next
AGM of the Company is held or the date by which the next AGM of the Company is required by
law to be
held]; and authorize the Directors to complete and do all such acts and things [including
executing such documents as may be required] as they may consider expedient or necessary to
give effect
to the transactions contemplated by this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
9.
|
|
Authorize the Directors to offer and grant
options in accordance
with the provisions of the City Developments Share Option Scheme 2001 [the
Scheme] and to allot and issue from time to time such number of ordinary shares in the capital of the Company as may be
required to be issued pursuant to the exercise of the options granted under the scheme provided
that the
aggregate number of new ordinary shares to be issued pursuant to the scheme not
exceeding 8% of the total number of issued ordinary shares in the capital of the Company from
time to time
|
|
Management
|
|
For
|
|
For
|
33
10.
|
|
Authorize the Company, its subsidiaries and
its associated
companies that are not listed on the SGX-ST, or an
approved exchange,
over which the Company, its subsidiaries and/or its interested person(s), have
control, or any of them, for the purpose of Chapter 9 of the Listing Manual of the SGX-ST, to
enter into any
of the transactions falling within the category of interested person transactions,
particulars of which are as specified, with any party who is of the class
or classes of interested persons specified, provided that such transactions are entered
into in accordance
with the review procedures for interested person transactions as specified;
[Authority expires at the conclusion of the next AGM of the Company]; and authorize the Directors
of the Company
and each of them to complete and do all such acts and things [including
executing all such documents as may be required] as they or he may consider expedient or
necessary or in the
interests of the Company to give effect to the IPT Mandate and/or this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
Transact any other business
|
|
Non-Voting
|
|
|
|
|
34
SINGAPORE LAND LTD
Security
|
|
V80978113
|
|
Meeting Type
|
|
ExtraOrdinary General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
25-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1S69002321
|
|
Agenda
|
|
701521216 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
S.1
|
|
Amend the Memorandum of Association of the
Company as specified and adopt the new Articles of Association of the Company
as specified
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
35
SINGAPORE LAND LTD
Security
|
|
V80978113
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
25-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1S69002321
|
|
Agenda
|
|
701530479 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and adopt the Directors report and
audited financial statements for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend of 20 cents per
share tax exempt [1-tier][2006: first and final dividend of 20 % per share
and a special dividend of 25 cents per share, less Singapore Income Tax at 18%
for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Approve the Directors fees of SGD 315,250
for the YE 31 DEC 2007 [2006: SGD 297,314]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.A
|
|
Re-elect Mr. Antonio L. Go as a
Director, who retires by rotation pursuant to Article 109 of the
Companys Articles of Association
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.B
|
|
Re-elect Mr. Roberto R. Romulo as a
Director, who retires by rotation pursuant to Article 109 of the Companys
Articles of Association
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.C
|
|
Re-elect Mr. Alvin Yeo Khirn Hai as a
Director, who retires by rotation pursuant to Article 109 of the
Companys Articles of Association
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.A
|
|
Re-appoint Mr. Wee Cho Yaw as a
Director, who retires under Section 153 (6) of the Companies Act,
Capter 50, until the next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.B
|
|
Re-appoint Mr. John Gokongwei Jr as a
Director, who retires under Section 153 (6) of the Companies Act,
Chapter 50, until the next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.C
|
|
Re-appoint Mr. Tan Boon Teik as a
Director, who retires under Section 153 (6) of the Companies Act,
Chapter 50, until the next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.D
|
|
Re-appoint Mr. Hwang Soo Jin as a
Director, who retires under Section 153 (6) of the Companies Act,
Chapter 50, until the next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.E
|
|
Re-appoint Mr. Gabriel C. Singson, as
a Alternate Director to Mr. Perry L. Pe, who retires under pursuant to Section 153
(6) of the Companies Act, Chapter 50, until the next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Re-appoint Messrs. PricewaterhouseCoopers
as the Auditors and authorize the Directors to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
36
7.
|
|
Authorize the Directors of the Company,
pursuant to Section 161 of the Companies Act, Chapter 50 and the listing
rules of the Singapore Exchange Securities Trading Limited [SGX-ST
Listing Manual], to issue shares [including the issue of shares pursuant to offers,
agreements or options made or granted by the Company] and convertible
securities [including the making and granting of offers, agreements or
options which would or which might require shares to be issued or allotted],
the aggregate number of shares and convertible securities issued pursuant to
this resolution to shareholders on a pro rata basis not exceeding 50% of the
issued share capital of the Company, and under circumstances where Members of
the Company are not given an opportunity to participate in such an issue,
offer, agreement or option referred to as specified, not exceeding 20% of the
issued share capital of the Company; and the percentage of issued share
capital shall be calculated based on the Companys issued share capital at
the time of the passing of this resolution after adjusting for new shares arising
from the conversion or exercise of convertible securities or exercising share
options or vesting of share awards outstanding or substituting at the time of
the passing of this resolution in compliance with Part VIII of Chapter 8
of the SGX-ST Listing Manual, and any subsequent consolidation or subdivision
of shares; [Authority expires the earlier of the conclusion of the next AGM
of the Company or the date of the next AGM of the Company as required by Law
to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
8.
|
|
Transact any other business
|
|
Non-Voting
|
|
|
|
|
37
ALLGREEN PROPERTIES LTD, SINGAPORE
Security
|
|
Y00398100
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
28-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1G61871305
|
|
Agenda
|
|
701523575 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and adopt the audited Accounts of
the Company for the YE 31 DEC 2007 and the reports of Directors and Auditors thereon
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a Final Tax Exempt [1-Tier]
Dividend of 5 cents per share for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Approve the payment of SGD 483,500 as
Directors fees for the YE 31 DEC 2007 [2006 : SGD354,000]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Elect Mr. Goh Soo Siah as a Director,
who retires pursuant to Article 94 of the Articles of Association of the
Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Elect Mr. Wan Fook Kong as a Director,
who retires pursuant to Article 94 of the Articles of Association of the
Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Elect Mr. Mr. Teo Joo Kim as a
Director, who retires pursuant to Article 94 of the Articles of
Association of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Re-appoint Messrs. Foo Kon Tan Grant
Thornton as the Companys Auditors and to authorize the Directors to fix
their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
8.
|
|
Re-appoint Mr. Jimmy Seet Keong Huat
as a Director of the Company to hold office until the next AGM pursuant to
Section 153(6) of the Companies Act [Chapter 50] as specified
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
9.
|
|
Authorize the Directors of the Company,
pursuant to Section 161 of the Companies Act [Chapter 50] and the
Listing Manual of the Singapore Exchange Securities Trading Limited, to allot
and issue shares of the Company [Shares], whether by way of rights, bonus or
otherwise, at any time as prescribed and for such purposes and to such
persons as the Directors may in their absolute discretion deem fit provided
that the aggregate number of shares to be issued pursuant to this resolution
does not exceed 50% of the number of issued shares of the Company, of which
the aggregate number of shares to be issued other than on a pro rata basis to
shareholders of the Company does not exceed 20% of the number of issued
shares of the Company [to be calculated in such manner as may be prescribed
by the Singapore Exchange Securities Trading Limited from time to time];
[Authority expires the earlier of the conclusion of the next AGM of the
Company or the date by which the next AGM of the Company is required by law
to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
10.
|
|
Authorize the Directors of the Company,
pursuant to Section 161 of the Companies Act (Chapter 50), to allot and
issue shares in the Company to the holders of options granted by the Company under
the Allgreen Share Option Scheme (the Scheme) upon the exercise of such
options and in accordance with the rules of the Scheme provided always
that the aggregate number of shares to be allotted and issued pursuant to the
Scheme shall not exceed 15% of the total number of issued shares of the
Company for the time being
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
To transact any other business
|
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
SC GLOBAL DEVELOPMENTS LTD, SINGAPORE
Security
|
|
Y7534Q147
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
28-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1W16938290
|
|
Agenda
|
|
701535708 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and adopt the Directors report and
the audited accounts for the FYE 31 DEC 2007 together with the Auditors
report thereon
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend of 2.0 cents per
ordinary share [tax- exempt] in respect of the FYE 31 DEC 2007 [2006: 6.1
cents per ordinary share [less 18% tax] comprising a fist and final dividend of
1.75 cents and a special dividend of 4.35 cents]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Approve the Directors fees of SGD 224,500
for the FYE 31 DEC 2007 [2006: SGD 195,000]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-elect Mr. Ho Wah Onn as a Director
of the Comapany, who retires under Articles 86 of the Articles of Association
of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Re-elect Mr. David Tsang Sze Hang as a
Director, who retires under Articles 86 of the Articles of Association of the
Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Re-appoint Messrs. KPMG as the
Auditors of the Company and authorize the Directors to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Authorize the Directors of the Company,
pursuant to Section 161 of the Companies Act, Chapter 50 and Rule 806
of the Listing Manual of the Singapore Exchange Securities Trading Limited,
to allot and issue shares in the capital of the Company [whether by way of
bonus, rights or otherwise] and convertible securities at any time and upon
such terms and conditions and for such purposes as the Directors may in their
absolute discretion deem fit provided that: the aggregate number of shares
and convertible securities that may be issued shall be not more than 50% of
the issued shares in the capital of the Company as calculated in accordance
with sub paragraph (b) below, of which the aggregate number of shares
and convertible securities to be issued other than on a pro-rata basis to
existing shareholders shall be not more than 20% of the issued shares in the
capital of the Company as calculated in accordance with sub paragraph (b) below;
for the purpose of determining the aggregate number of shares that may be
issued under this resolution, the percentage of issued shares shall be based
on the total number of issued shares in the capital of the Company at the
time this resolution is passed, after adjusting for: 1) new shares arising
from the conversion or exercise of any convertible securities or share
options or vesting of share awards which are outstanding or subsisting at the
time this resolution is passed; and 2) any consolidation or subdivision of
shares; [Authority expires the earlier of the conclusion of the next AGM or
the date which the next AGM is required by Law to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
39
8.
|
|
Authorize the Directors of the Company to
offer and grant options in accordance with the rules of the SC Global
Share Option Scheme 2003 [the Share Option Scheme] and to issue such number
of shares in the capital of the Company as may be required to be issued
pursuant to the exercise of options under the Share Option Scheme, provided
always that the aggregate number of shares to be issued pursuant to the Share
Option Scheme and the Performance Share Scheme [as defined in paragraph (iii) below]
not exceeding 10% of the total number of issued shares in the capital of the
Company from time to time
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
9.
|
|
Authorize the Directors of the Company to
offer and grant awards of fully-paid shares in accordance with the provisions
of the SC Global Performance Share Scheme 2003 [Performance Share Scheme] and
to allot and issue from time to time such number of fully-paid shares in the
capital of the Company as may be required to be issued pursuant to the
vesting of the awards under the Performance Share Scheme, provided that the
aggregate number of shares to be issued pursuant to the Share Option Scheme
and the Performance Share Scheme shall not exceed 10% of the total number of
issued shares in the capital of the Company from time to time
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
10.
|
|
Authorize the Directors of the Company, for
the purposes of, in connection with or where contemplated by SC Global Development
Ltd scrip dividend scheme to: to allot and issue from time to time, such
number of shares in the capital of the Company; and/or make or grant offers,
agreements or options that might or would require shares in the capital of
the Company to be issued during the continuance of this authority or
thereafter, at any time and upon such terms and conditions and to or with
such persons as the Directors of the Company may, in their absolute
discretion, deem fit; and b) issue shares in the capital of the Company in pursuance
of any offer, agreement or option made or granted by the Directors of the
Company while such authority was in force [notwithstanding that such issue of
such shares pursuant to the offer, agreement or option may occur after the
expiration of the authority contained in this Resolution]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
Transact any other business
|
|
Non-Voting
|
|
|
|
|
40
SC GLOBAL DEVELOPMENTS LTD, SINGAPORE
Security
|
|
Y7534Q147
|
|
Meeting Type
|
|
ExtraOrdinary General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
28-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1W16938290
|
|
Agenda
|
|
701539364 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Authorize the Directors of the Company, Section 76C
and 76E of the Companies Act, Chapter 50 of Singapore [the Companies Act], to
purchase or otherwise acquire ordinary shares in the Capital of the Company
[shares] not exceeding in aggregate the maximum limit [as hereinafter
defined], at such price(s) as may be determined by the Directors of the
Company from time to time up to the maximum price [as hereafter defined],
whether by way of: to market purchase [each a Market Purchase] on the
Singapore Exchange Securities Trading Limited [SGX-ST]; and/or off market purchase(s) [each
an Off-Market Purchase] effected otherwise than on the SGX-St in accordance
with any equal access schemes as may be determined or formulated by the
Directors of the Company as they consider fit, which scheme(s) shall
satisfy all the conditions prescribed by the Companies Act, and otherwise in accordance
with all other laws and regulations and the Listing Manual of the SGX-ST as
may for the time being be applicable, and approved generally and
unconditionally [the Share Buy Back Mandate]; b) any Share that is
purchased or otherwise acquired by the Company pursuant to the Share Buy Back
Mandate shall, at the discretion of the Directors of the Company, either be cancelled
or held in treasury and dealt with in accordance with the Companies Act and
and/or any of them to complete and do all such acts and things [including
executing all such documents as may be required] as they and/or he may
consider expedient or necessary to give effect to this resolution; [Authority
expires which is earlier the date on which the next AGM of the Company is
held or is required by law to be held]; and to complete and do all such acts
and things [including without limitation, to execute all such documents as
may be required and to approve any amendments, alterations or modifications
to any documents], as they or he may consider desirable, expedient or
necessary to give effect to the transactions contemplated by this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
41
CAPITALAND LTD
Security
|
|
Y10923103
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
29-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1J27887962
|
|
Agenda
|
|
701505868 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and adopt the Directors report and
the audited financial statements for the YE 31 DEC 2007 and the Auditors
report thereon
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a first and final dividend 1-tier
of SGD 0.08 per share and a special 1-tier dividend of SGD 0.07 per share for
the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
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|
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3.
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Approve the Directors fees of SGD
1,323,900 for the YE 31 DEC 2007
|
|
Management
|
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For
|
|
For
|
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|
|
|
|
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4.1
|
|
Re-appoint Dr. Hu Tsu Tau as a
Director, who retires under Section 153(6) of the Companies Act,
Chapter 50 of Singapore,to hold office from the date of this AGM until the
next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Re-appoint Mr. Hsuan Owyang as a
Director, who retires under Section 153(6) of the Companies Act,
Chapter 50 of Singapore, to hold office from the date of this AGM until the
next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Re-appoint Mr. Lim Chin Beng as a
Director, who retires under Section 153(6) of the Companies Act,
Chapter 50 of Singapore, to hold office from the date of this AGM until the
next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.4
|
|
Re-appoint Mr. Richard Edward Hale as
a Director, who retires under Section 153(6) of the Companies Act,
Chapter 50 of Singapore, to hold office from the date of this AGM until the
next AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.1
|
|
Re-elect Mr. Jackson Peter Tai as a
Director, who retires by rotation pursuant to Article 95 of the Articles
of Association of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.2
|
|
Re-elect Dr. Victor Fung Kwok King as
a Director, who retires by rotation pursuant to Article 95 of the
Articles of Association of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
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|
|
6.
|
|
Re-appoint Messrs. KPMG as the
Auditors of the Company and authorize the Directors to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Transact other business
|
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.a
|
|
Authorize the Directors of the Company,
pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore,
to: a) i) issue shares in the capital of the Company [shares] whether by way
of rights, bonus or otherwise; and/or ii) make or grant offers, agreements or
options [collectively, Instruments] that might or would require shares to be
issued, including but not limited to the creation and issue of [as well as
adjustments to] warrants, debentures or other instruments convertible into
shares, at any time and upon such terms and conditions and for such purposes and
to such persons as the Directors may in their absolute discretion deem fit;
and b) [notwithstanding the authority conferred by this resolution may have
ceased to be in force] issue shares in pursuance of any instrument made or
granted by the Directors while this resolution was in force, provided that:
1) the aggregate number of shares to be issued pursuant to this resolution [including
shares to be issued in pursuance of Instruments made or granted pursuant to
this Resolution] does not exceed 50% of the issued shares in the capital of
the Company [as calculated in accordance with this resolution], of which the
aggregate number of
|
|
Management
|
|
For
|
|
For
|
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42
|
|
shares to be issued other than on a pro
rata basis to shareholders of the Company [including shares to be issued in
pursuance of Instruments made or granted pursuant to this resolution] does
not exceed 20% of the issued shares in the capital of the Company [as
calculated in accordance this resolution]; 2) [subject to such manner of
calculation as may be prescribed by the Singapore Exchange Securities Trading
Limited [SGX-ST]] for the purpose of determining the aggregate number of
shares that may be issued, the percentage of issued shares shall be based on
the number of issued shares in the capital of the Company at the time this Resolution
is passed, after adjusting for: i) new shares arising from the conversion or
exercise of any convertible securities or share options or vesting of share
awards which are outstanding or subsisting at the time this resolution is
passed; and ii) any subsequent consolidation or subdivision of shares; and 3)
in exercising the authority conferred by this Resolution, the Company shall
comply with the provisions of the Listing Manual of the SGX-ST for the time
being in force (unless such compliance has been waived by the SGX-ST) and the
Articles of Association for the time being of the Company; [Authority expires
the earlier at the conclusion of the next AGM of the Company or the date by which
the next AGM of the Company is required by Law to be held]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.b
|
|
Authorize the Directors to: a) grant awards
in accordance with the provisions of the Capita Land Performance Share Plan
[Performance Share Plan] and/or the Capita Land Restricted Stock Plan
[Restricted Stock Plan] and; b) allot and issue from time to time such number
of shares in the Company as may be required to be issued pursuant to the
exercise of options under the Capita land Share Option Plan and/or such
number of fully paid shares in the Company as may be required to be issued
pursuant to the vesting of awards under the Restricted Stock Plan, provided
that the aggregate number of shares to be issued pursuant to the Capita land
Share Plan, Performance Share Plan and Restricted Stock Option Plan shall not
exceeding 15% of the total issued shares in the capital of the Company from
time to time
|
|
Management
|
|
For
|
|
For
|
43
CAPITALAND LTD
Security
|
|
Y10923103
|
|
Meeting Type
|
|
ExtraOrdinary General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
29-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1J27887962
|
|
Agenda
|
|
701505882 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Authorize the Directors of the Company, for
the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 [the Companies
Act], to purchase or otherwise acquire ordinary shares in the capital of the
Company [Shares] not exceeding in aggregate the Maximum Limit [as specified],
at such price or prices as may be determined by the Directors from time to
time up to the Maximum Price [as specified], whether by way of; (i) market
purchase(s) on the Singapore Exchange Securities Trading Limited
[SGX-ST] and/or any other stock exchange on which the Shares may for the time
being be listed and quoted [Other Exchange]; and/or (ii) off-market
purchase(s) [if effected otherwise than on the SGX-ST or, as the case
may be, Other Exchange] in accordance with any equal access scheme(s) as
may be determined or formulated by the Directors as they consider fit, which
scheme(s) shall satisfy all the conditions prescribed by the Companies
Act, and otherwise in accordance with all other laws and regulations and rules of
the SGXST or, as the case may be, Other Exchange as may for the time being be
applicable, and approve the generally and unconditionally [the Share Purchase
Mandate];[Authority expires the earlier at the conclusion of the next AGM of
the Company is held or the date by which the next AGM of the Company is
required by Law to be held]; in this Resolution: Average Closing Price means
the average of the last dealt prices of a Share for the 5 consecutive Market
Days on which the Shares are transacted on the SGX-ST or, as the case may be,
Other Exchange immediately preceding the date of market purchase by the
Company or, as the case may be, the date of the making of the offer pursuant
to the off-market purchase, and deemed to be adjusted in accordance with the listing
rules of the SGX-ST for any corporate action which occurs after the
relevant 5-day period; date of the making of the offer& means the date on
which the Company makes an offer for the purchase or acquisition of Shares
from shareholders, stating therein the purchase price (which shall not be more
than the Maximum Price) for each Share and the relevant terms of the equal
access scheme for effecting the off-market purchase; Market Day means a day
on which the SGX-ST is open for trading in securities; Maximum Limit&
means that number of Shares representing 10% of the issued Shares as at the
date of the passing of this Resolution [excluding any Shares which are held as
treasury shares]; and; Maximum Price in relation to a Share to be purchased
or acquired, means the purchase price [excluding brokerage, commission,
applicable goods and services tax and other related expenses] which shall not
exceed: (i) in the case of a market purchase of a Share, 105% of the
Average Closing Price of the Shares; and (ii) in the case of an
off-market purchase of a Share pursuant to an equal access scheme, 110% of
the Average Closing Price of the Shares; and authorize the Directors of the Company
and/or to complete and do all such acts and things [including executing such
documents as may be required] as they and/or he may consider expedient or
necessary to give effect to the transactions contemplated and/or authorized
by this Resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.2
|
|
Amend the Article 91 of the Articles
of Association of the Company, as specifed
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
44
YANLORD LAND GROUP LTD
Security
|
|
Y9729A101
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
29-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1T57930854
|
|
Agenda
|
|
701534213 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and adopt the Directors report and
the audited financial statements of the Company for the FYE 31 DEC 2007
together with the Auditors reports thereon
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a first and final (one-tier)
tax-exempt dividend of 1.21 Singapore cents per ordinary share for the YE 31
DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Approve the payment of the Directors fees
of SGD 400,000.00 for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.A
|
|
Re-elect Mr. Zhong Sheng Jian as a
Director, who retire pursuant to Article 91 of the Articles of
Association (AA) of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.B
|
|
Re-elect Ms. Chan Yiu Ling as a
Director, who retire pursuant to Article 91 of the Articles of
Association (AA) of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.C
|
|
Re-elect Mr. Ronald Seah Lim Siang as
a Director, who retire pursuant to Article 91 of the Articles of
Association (AA) of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Re-appoint Messrs. Deloitte &
Touche as the Auditors of the Company and authorize the Directors to fix
their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Authorize the Directors of the Company,
pursuant to Section 161 of the Companies Act, Chapter 50 (the Act) and
the Listing Manual of the Singapore Exchange Securities Trading Limited (SGX-ST),
to: a) i) allot and issue shares in the capital of the Company (shares)
whether by way of rights, bonus or otherwise; and/or ii) make or grant
offers, agreements or options (collectively, Instruments and each, an
Instrument) that might or would require shares to be issued, including but
not limited to the creation and issue of (as well as adjustments to)
warrants, debentures or other instruments convertible into shares, at any
time and upon such terms and conditions and for such purposes and to such
persons as the Directors may, in their absolute discretion, deem fit; and b) (notwithstanding
the authority conferred by this resolution may have ceased to be in force)
issue shares in pursuance of any Instrument made or granted by the Directors
while this Resolution was in force, provided that: 1) the aggregate number of
shares to be issued pursuant to this Resolution (including shares to be issued
in pursuance of Instruments made or granted pursuant to this Resolution) does
not exceed 50% of the total number of issued shares excluding treasury shares
in the capital of the Company (as specified), of which the aggregate number
of shares to be issued other than on a pro rata basis to shareholders of the Company
(including shares to be issued in pursuance of Instruments made or granted
pursuant to this Resolution) does not exceed 20% of the total number of
issued shares excluding treasury shares in the capital of the Company (as
specified); 2) (subject to such manner of calculation as may be prescribed by
SGX-ST) for the purpose of determining the aggregate number of shares that
may be issued under sub-paragraph (1) above, the percentage of the total
number of issued shares excluding treasury shares shall be based on the total
number of issued shares excluding treasury shares in the capital of the
Company at the time this Resolution is passed, after adjusting for: i) new shares
arising from the conversion or exercise of any convertible
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
securities or share options on issue at the
time this Resolution is passed; and ii) any subsequent bonus issue,
consolidation or subdivision of shares; 3) in exercising the authority conferred
by this Resolution, the Company shall comply with the provisions of the
Listing Manual of SGX-ST for the time being in force (unless such compliance
has been waived by the SGX-ST) and the Articles of Association for the time
being of the Company; and [Authority expires until the conclusion of the next
AGM of the Company or the date by which the next AGM is required by law to be
held]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
|
Authorize the Directors to: a) offer and
grant options in accordance with the provisions of the Yanlord Land Group
Share Option Scheme 2006 (ESOS 2006); and b) allot and issue from time to
time such number of shares in the capital of the Company as may be issued
pursuant to the exercise of options under the ESOS 2006, provided that the
aggregate number of shares to be issued pursuant to the ESOS 2006 shall not
exceed 15% of the total issued shares in the capital of the Company from time
to time
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
Transact any other business
|
|
Non-Voting
|
|
|
|
|
46
FILINVEST LAND INC
Security
|
|
Y24916101
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
30-Apr-2008
|
|
|
|
|
|
|
|
ISIN
|
|
PHY249161019
|
|
Agenda
|
|
701529921 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve the call to order
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve the certification of the notice and
the quorum
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Approve the minutes of the annual
stockholders meeting held on 25 MAY 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Approve the presentation of the Presidents
report and the audited financial statements for the EY 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Ratify the Acts and Resolutions of the
Board of Directors and the Management for 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Elect the Members of the Board of Directors
to serve for the year 2008-2009
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Appoint the External Auditor
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
8.
|
|
Adjournment
|
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
|
|
|
|
|
|
|
47
KERRY PROPERTIES LTD
Security
|
|
G52440107
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
06-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
BMG524401079
|
|
Agenda
|
|
701539035 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and approve the Audited financial
statements and the reports of the Directors and the Auditors for the YE 31
DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend for the YE 31 DEC
2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.i
|
|
Re-elect Mr. Wong Siu Kong as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.ii
|
|
Re-elect Mr. Ho Shut Kan as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.iii
|
|
Re-elect Mr. So Hing Woh as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Approve to fix the Directors fees
[including the fees payable to members of the Audit and Remuneration
Committees]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Re-appoint PricewaterhouseCoopers as the
Auditor and authorize the Directors of the Company to fix its remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.A
|
|
Authorize the Directors of the Company, to
allot, issue and deal with additional shares in the share capital of the
Company and make or grant offers, agreements, options and other rights, or issue
warrants and other securities including bonds, debentures and notes
convertible into shares of the Company during and after the relevant period,
not exceeding 20% of the aggregate nominal amount of the issued share capital
of the Company at the date of passing of this resolution and [if the
Directors of the Company are so authorized by a separate ordinary resolution
of the shareholders of the Company] the nominal amount of any share capital
repurchased by the Company subsequent to the passing of this resolution [up
to a maximum equivalent to 10% of the aggregate nominal amount of the issued
share capital of the Company], otherwise than pursuant to i) a rights issue;
or ii) the exercise of any option under any share option scheme or similar arrangement;
or iii) any scrip dividend or similar arrangement; or iv) any adjustment,
after the date of grant or issue of any options, rights to subscribe or other
securities referred to the above, in the price at which shares in the Company
shall be subscribed, and/or in the number of shares in the Company which
shall be subscribed, on exercise of relevant rights under such options, warrants
or other securities, such adjustment being made in accordance with or as
contemplated by the terms of such options, rights to subscribe or other
securities; or v) a specified authority granted by the shareholders of the
Company in general meeting; [Authority expires the earlier of the conclusion
of the next AGM of the Company or the expiry of the period within which the
next AGM of the Company is required by the Bye-laws of the Company or any
other applicable laws of Bermuda to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
48
6.B
|
|
Authorize the Directors of the Company to
repurchase its own shares during the relevant period, on the Stock Exchange
of Hong Kong Limited [the Stock Exchange] or any other stock exchange on
which the shares of the Company may be listed and recognized by the
Securities and Futures Commission of Hong Kong and the Stock Exchange for
this purpose during the relevant period, not exceeding 10% of the aggregate
nominal amount of the issued share capital of the Company as at the date of
passing of this resolution; [Authority expires the earlier of the conclusion
of the next AGM of the Company or the expiry of the period within which the
next AGM of the Company is required by the Bye-laws of the Company or any
other applicable laws of Bermuda to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.C
|
|
Approve, conditional upon the passing of
Resoltion No. 6B, to extend the general mandate granted to the Directors
of the Company [pursuant to Resolution No. 6A or otherwise], conditional
upon the passing of Resolution 6.B, to allot shares by the addition to the
aggregate nominal amount of the share capital which may be allotted or agreed
to be allotted by the Directors of the Company pursuant to such general
mandate of an amount representing the aggregate nominal amount of the share
capital repurchased by the Company pursuant to Resolution 6.B
|
|
Management
|
|
For
|
|
For
|
49
HONGKONG LD HLDGS LTD
Security
|
|
G4587L109
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
07-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
BMG4587L1090
|
|
Agenda
|
|
701539489 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive the financial statements and the
Independent Auditors report for the YE 31 DEC 2007 and declare a final
dividend
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Re-elect Mr. Charles Allen-Jones as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Re-elect Mr. Jenkin Hui as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-elect Mr. Henry Keswick as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Approve to fix the Directors fees
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Re-appoint the Auditors and authorize the
Directors to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Authorize the Directors, to allot or issue
shares and to make and grant offers, agreements and options which would or
might require shares to be allotted, issued or disposed of during or after
the end of the relevant period, otherwise than pursuant to a rights issue [for
the purpose of this resolution] [subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in relation to
fractional entitlements or legal or practical problems under the laws of, or
the requirements of any recognized regulatory body or any stock exchange in,
any territory], or upon conversion of the USD 400,000,000 2.75% guaranteed
convertible bonds convertible into fully-paid shares of the Company, not exceeding
USD 11.4 million, up to an aggregate nominal amount of USD 76.5 million;
[Authority expires the earlier of the conclusion of the next AGM or the
expiration of the period within which such meeting is required by law to be
held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
8.
|
|
Authorize the Directors of the Company,
subject to and in accordance with all applicable Laws and regulations during
the relevant period [for the purposes of this resolution], to purchase its own
shares and the aggregate nominal amount of shares of the Company which the
Company may purchase pursuant to this resolution shall be less than 15% of
the aggregate nominal amount of the existing issued share capital of the
Company at the date of this meeting, and such approval shall be limited accordingly,
and said the approval of this resolution shall, where permitted by applicable
Laws and regulations and subject to the limitation in this Resolution, extend
to permit the purchase of shares of the Company i) by subsidiaries of the
Company; ii) pursuant to the terms of put warrants or financial instruments having
similar effect [Put Warrants] whereby the Company can be required to purchase
its own shares, provided that where Put Warrants are issued or offered pursuant
to a rights issue [as specified in Resolution 7] the price which the Company
may pay for shares purchased on exercise of Put Warrants shall not exceed 15%
more than the average of the market quotations for the shares for a period of
not more than 30 nor less than the five dealing days falling one day prior to
the date of any public announcement by the Company of the proposed issue of
Put Warrants; [Authority expires the earlier of the conclusion of the next
AGM or the expiration of the period within which such meeting is required by
Law to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
50
CHAMPION REAL ESTATE INVESTMENT TRUST
Security
|
|
Y1292D109
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
09-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
HK2778034606
|
|
Agenda
|
|
701544555 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve the audited financial statements of
Champion REIT together with Auditors report for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve the payment of distribution for YE
31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Appoint the Auditors of Champion REIT and
approve to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
51
HYSAN DEVELOPMENT CO LTD
Security
|
|
Y38203124
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
14-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
HK0014000126
|
|
Agenda
|
|
701538691 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and approve the statement of
accounts for the YE 31 DEC 2007 together with the reports of the Directors
and the Auditors thereon
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend [together with a
scrip alternative] for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.i
|
|
Re-elect Mr. Peter Ting Chang Lee as
the Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.ii
|
|
Re-elect Sir David Akers-Jones as the
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.iii
|
|
Re-elect Mr. Tom Behrens-Sorensen as
the Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.iv
|
|
Re-elect Mr. Chien Lee as the Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.v
|
|
Re-elect Mr. Ricky Tin For Tsang as
the Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.vi
|
|
Re-elect Ms. Wendy Wen Yee Yung as the
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-appoint Messrs. Deloitte Touche
Tohmatsu as the Auditor of the Company at a fee to be agreed by the Directors
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Authorize the Directors of the Company to
allot, issue and deal with additional shares in the capital of the Company
and make or grant offers, agreements and options during and after the
relevant period, not exceeding 10% where the shares are to be allotted wholly
for cash, and in any event 20% of the aggregate nominal amount of the share
capital of the Company otherwise than pursuant to: i) a rights issue; or ii)
the exercise of any share option scheme or similar arrangement; or iii) any
scrip dividend or similar arrangement; [Authority expires the earlier of the
conclusion of the next AGM of the Company or the expiration of the period
within which the next AGM of the Company is to be held by law]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Authorize the Directors during the relevant
period to purchase or otherwise acquire shares of HKD 5.00 each in the
capital of the Company in accordance with all the applicable laws and the requirements
of the Listing Rules, provided that such amount does not exceed 10% of the
aggregate nominal amount of the issued share capital of the Company at the
date of passing this resolution; [Authority expires the earlier of the
conclusion of the next AGM of the Company or the expiration of the period
within which the next AGM of the Company is to be held by law]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
52
REGAL REAL ESTATE INVESTMENT TRUST
Security
|
|
Y7237M104
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
15-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
HK1881037571
|
|
Agenda
|
|
701542462 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve the audited financial statements of
Regal REIT together with the Auditors report for the period from 11 DEC 2006
[date of establishment of Regal REIT] to 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve the payment of final distribution
of HKD 0.09627 per unit for the period from 01 JUL 2007 to 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Appoint the Auditors of Regal REIT and
approve to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
53
REGAL REAL ESTATE INVESTMENT TRUST
Security
|
|
Y7237M104
|
|
Meeting Type
|
|
ExtraOrdinary General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
15-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
HK1881037571
|
|
Agenda
|
|
701542676 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
S.1
|
|
Approve, pursuant to Clause 10.2 of the
trust deed constituting Regal REIT dated 11 Dec 2006 [as supplemented by a
first supplemental deed dated 02 MAR 2007] [the Trust Deed] entered into
between Regal Portfolio Management Limited, as the manager of Regal REIT [the
REIT Manager], and DB Trustees [Hong Kong] Limited, as trustee of Regal REIT
[the Trustee]; for the investment strategy of Regal REIT to be amended so as
to expand the asset class scope and not to contain any geographical restrictions;
and amend, pursuant to Clause 26 of the Trust Deed, the Clause 10.2.1 of the
Trust Deed by deleting as specified; the Clause 10.2.5 of the Trust Deed to
be deleted in its entirety; the Clause 1.1 of the Trust Deed by inserting the
following definition of Greater China immediately after the definition of
GAAP and authorize the, any Director of the REIT Manager and the Trustee to
complete and do or cause to be done all such acts and things [including
executing all such documents as may be required] as the REIT Manager, such
Director of the REIT Manager or the Trustee, as the case may consider
expedient or necessary or in the interests of regal REIT to give effect to
the matters resolved upon in Subject to Resolution [a], [b], [c] and [d] of
this Resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.2
|
|
Amend, pursuant to Clause 26 of the Trust
Deed, the Clause 5.1.7(iii) of the Trust Deed by deleting the words For
the purposes of this Clause 5.1.7, and Clauses 5.2.2 and 5.2.3 and replacing
the same by for the purposes of Clauses 5.1.7, 5.1.8, 5.2.2. and 5.2.3; and
Clause 5.1.8 as specified; Clause 1.1 of the Trust Deed by inserting the
following definition of Excluded Associate immediately after the definition
of Duties and Charges and authorize REIT Manager, any Director of the REIT
Manager and the Trustee each to complete and do or cause to be done all such
acts and things [including executing all such documents as may be required]
as the REIT Manager, such director of the REIT Manager or the Trustee, as the
case may be, may consider expedient or necessary or in the interests of Regal
REIT to give effect to the matters resolved upon in of this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.3
|
|
Amend, pursuant to Clause 26 of the trust
deed, the Clause 5.2.2 of the Trust Deed as specified; and authorize any
Director of the REIT Manager and the Trustee each to complete and do or cause
to be done all such acts and things [including executing all such documents
as may be required] as the REIT Manager, such director of the REIT Manager or
the Trustee, as the case may be, may consider expedient or necessary or in
the interests of Regal REIT to give effect to the matters resolved upon in of
this Resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
54
S.4
|
|
Amend, pursuant to Clause 26 of the Trust
Deed, pursuant the Clause[ 4.5.1.6, 4.5.1.13] as specified; and authorize any
Director of the REIT Manager and the Trustee each to complete and do or cause
to be done all such acts and things [including executing all such documents
as may be required] as the REIT Manager, such director of the REIT Manager or
the Trustee, as the case may be, may consider expedient or necessary or in
the interests of Regal REIT to give effect to the matters resolved upon in of
this Resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.5
|
|
Amend, pursuant to Clause 26 of the Trust
Deed, the Clause [5.1.11,4.5.1.38,17.14.2(xii)] as specified, and authorize
any Director of the REIT Manager and the Trustee each to complete and do or
cause to be done all such acts and things [including executing all such
documents as may be required] as the REIT Manager, such director of the REIT
Manager or the Trustee, as the case may be, may consider expedient or
necessary or in the interests of Regal REIT to give effect to the matters
resolved upon in of this Resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.6
|
|
Amend, pursuant to Clause 26 of the trust
deed, the clause 11.6.1 as specified, and authorize any Director of the REIT
Manager and the Trustee each to complete and do or cause to be done all such acts
and things [including executing all such documents as may be required] as the
REIT Manager, such director of the REIT Manager or the Trustee, as the case
may be, may consider expedient or necessary or in the interests of Regal REIT
to give effect to the matters resolved upon in of this Resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.7
|
|
Amend, pursuant to Clause 26 of the trust
deed, the clause [1.1,10.2.1,10.5.1,1.11] as specified, and authorize any
Director of the REIT Manager and the Trustee each to complete and do or cause
to be done all such acts and things [including executing all such documents
as may be required] as the REIT Manager, such director of the REIT Manager or
the Trustee, as the case may be, may consider expedient or necessary or in
the interests of Regal REIT to give effect to the matters resolved upon in of
this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
8.
|
|
Approve, subject to the [Circular to
Management Companies of SFC- authorized Real Estate Investment Trusts] issued
on 31 JAN, 2008 by the Securities and Futures Commission of Hong Kong [the
SFC], and, the exercise by the REIT Manager during the Relevant Period [as
defined herein] of all powers of the REIT Manager to purchase units [each a
Unit] in Regal REIT on behalf of Regal REIT on The Stock Exchange of Hong
Kong Limited [the SEHK], subject to and in accordance with the Trust Deed [as
may be amended from time to time], the REIT Code, the guidelines issued by
the SFC from time to time, applicable rules and regulations, and the
laws of Hong Kong, be and the same is hereby generally and unconditionally
approved; (b) the aggregate number of Units which may be purchased or
agreed to be purchased by the REIT Manager pursuant to the approval in paragraph
(a) during the Relevant Period shall not exceed 10 % of the aggregate
number of issued Units as at the date of the passing of this resolution and
the authority pursuant this resolution shall be limited accordingly; and
[Authority expires the conclusion of the next AGM of the passing of this
Resolution]
|
|
Management
|
|
For
|
|
For
|
55
SPG LAND (HOLDINGS) LTD
Security
|
|
G8350R102
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
23-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
KYG8350R1020
|
|
Agenda
|
|
701562971 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive the audited consolidated financial
statements of the Company and its subsidiaries and the reports of the
Directors and the Auditors for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.a
|
|
Re-elect Ms. Wang Xuling as an
Executive Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.b
|
|
Re-elect Mr. Tam Lai Ling as an
Executive Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.c
|
|
Re-elect Mr. Lai Kin, Jerome as an
Executive Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.d
|
|
Re-elect Mr. Jiang Simon X. as a
Independent Non-Executive Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.e
|
|
Re-elect Mr. Kwan Kai Cheong as a
Independent Non-Executive Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Approve to determine the fees for all the
Independent Non-executive Directors of the Company be fixed at HKD 276,000
for the ensuing year ending 31 DEC 2008 and each subsequent financial year
until the Company in general meeting otherwise determines
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Declare a final dividend for the YE 31 DEC
2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Re-appoint KPMG as the Auditors and
authorize the Board of Directors to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.A
|
|
Authorize the Directors of the Company to
allot, issue and deal with additional shares in the capital of the Company or
securities convertible into such shares or warrants or similar rights to subscribe
for any shares in the Company and to make or grant offers, agreements and
options, during and after the relevant period, the aggregate nominal amount
of share capital allotted or agreed conditionally or unconditionally to be
allotted by the Directors of the Company, otherwise than pursuant to the
shares of the Company issued as a result of a rights issue or pursuant to the
exercise of options under the Pre-IPO Share Option Scheme or the share option
scheme or any other similar option scheme for the time being adopted, or any
scrip dividend or similar arrangement providing for the allotment of shares
of the Company in lieu of the whole or part of the dividend on the shares of
the Company in accordance with the Companys Articles of Association, shall
not exceed 20% of the aggregate nominal amount of the share capital of the
Company in issue as at the date of passing of this resolution and the said
approval shall be limited accordingly for the purposes of this resolution;
[Authority expires the earlier of the conclusion of the next AGM of the
Company; or the expiration of the period within which the next AGM of the Company
is required by the Articles of Association of the Company or any applicable
Laws of the Cayman Islands to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
56
6.B
|
|
Authorize the Directors of the Company to
repurchase its own shares, during the relevant period, on the Stock Exchange
of Hong Kong Limited [the Stock Exchange] or on any other stock exchange on
which the securities of the Company may be listed and recognized by the
Securities and Futures Commission and subject to and in accordance with all
applicable Laws and requirements of the Rules Governing the Listing of
Securities on the Stock Exchange or of any other stock exchange on which the securities
of the Company may be listed as amended from time to time, the aggregate
nominal amount of shares of the Company to be repurchased by the Company
pursuant to the relevant period shall not exceed 10% of the aggregate nominal
amount of the share capital of the Company in issue on the date of passing of
this resolution and the said approval shall be limited accordingly; [Authority
expires the earlier of the conclusion of the next AGM of the Company; or the
expiration of the period within which the next AGM of the Company is required
by the Articles of Association of the Company or any applicable Laws of the
Cayman Islands to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.C
|
|
Approve, conditional upon Resolutions 5.A
and 5.B, the aggregate nominal amount of shares in the capital of the Company
which are repurchased by the Company under the authority granted to the Directors
as mentioned in Resolution 5B shall be added to the aggregate nominal amount
of share capital that may be allotted or agreed by the Directors of the
Company pursuant to Resolution 5.A, provided that the amount of share capital
repurchased by the Company shall not exceed 10% of the total nominal amount
of the share capital of the Company in issue on the date of this resolution
|
|
Management
|
|
For
|
|
For
|
57
THE WHARF (HOLDINGS) LTD
Security
|
|
Y9551M108
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
27-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
HK0004000045
|
|
Agenda
|
|
701561602 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve the audited financial statements
and the reports of the Directors and the Auditors for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend for YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.A
|
|
Re-elect Mr. Paul M. P. Chan, a retiring
Director, as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.B
|
|
Re-elect Professor Edward K. Y. Chen, a
retiring Director, as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.C
|
|
Re-elect Dr. Raymond K. F. Chien, a
retiring Director, as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.D
|
|
Re-elect Honorable Vincent K. Fang, a
retiring Director, as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-appoint the Auditors and authorize the
Directors to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Approve, with retroactive effect from 01
JAN 2007, an increase in the rate of fee payable to the Chairman of the
Company from HKD 90,000 per annum to HKD 100,000 per annum, an increase in
the rate of fee payable to each of the other Directors of the Company from
HKD 50,000 per annum to HKD 60,000 per annum, and an increase in the rate of
fee payable to each of those Directors of the Company who from time to time
are also Members of the Audit Committee of the Company from HKD 15,000 per
annum to HKD 20,000 per annum
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Authorize the Directors of the Company to
repurchase shares of the Company during the relevant period, on The Stock
Exchange of Hong Kong Limited or any other stock exchange on which the shares
of the Company have been or may be listed and recognized by the Securities
and Futures Commission under the Hong Kong Code on share repurchases for such
purposes, not exceeding 10% of the aggregate nominal amount of the issued share
capital of the Company; [Authority expires the earlier of the conclusion of
the AGM of the Company or the expiration of the period within which the next
AGM of the Company is to be held by law]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Authorize the Directors to allot, issue and
deal with additional shares in the capital of the Company and make or grant
offers, agreements, options and warrants during and after the relevant period,
not exceeding the aggregate of a) 20% of the aggregate nominal amount of the
issued share capital of the Company; plus b) the nominal amount of share
capital repurchased [up to 10% of the aggregate nominal amount of the issued
share capital], otherwise than pursuant to i) a rights issue; or ii) any
share option scheme or similar arrangement; or iii) any scrip dividend or
similar arrangement; [Authority expires the earlier of the conclusion of the next
AGM or the expiration of the period within which the next AGM is to be held
by law]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
8.
|
|
Approve to extend the general mandate
granted to the Directors of the Company to allot, issue and deal with any
additional shares of the Company pursuant to Resolution 7, by an amount representing
the aggregate nominal amount of the share capital repurchased by the Company
pursuant to Resolution 6, provided that such amount does not exceed 10% of
the aggregate nominal amount of the issued share capital of the Company at
the date of passing this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
58
CHINA RESOURCES LAND LTD
Security
|
|
G2108Y105
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
30-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
KYG2108Y1052
|
|
Agenda
|
|
701558302 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and approve the audited financial
statements and the reports of the Directors and the Auditors for the YE 31
DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Re-elect Mr. Song Lin as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Re-elect Mr. Jiang Wei as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.3
|
|
Re-elect Mr. Liu Yan Jie as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.4
|
|
Re-elect Mr. Li Fuzuo as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.5
|
|
Re-elect Mr. Du Wenmin as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.6
|
|
Re-elect Mr. Wang Shi as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.7
|
|
Approve to fix the remuneration of the
Directors
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-appoint the Auditors and authorize the
Directors to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Authorize the Directors of the Company,
subject to this resolution, to repurchase shares of HKD 0.10 each in the
capital of the Company on the Stock Exchange of Hong Kong Limited or on any other
Stock Exchange on which the securities of the Company may be listed and
recognized by the Securities and Futures Commission of Hong Kong and the
Stock Exchange for this purpose, subject to and in accordance with all
applicable laws and the requirements of the Rules Governing the Listing
of Securities on the Stock Exchange or of any other Stock Exchange as amended
from time to time, generally and unconditionally; the aggregate nominal
amount of shares of the Company which the Directors of the Company are
authorized to repurchase pursuant to this resolution shall not exceed 10% of
the aggregate nominal amount of the issued share capital of the Company as at
the date of this resolution and the said approval shall be limited accordingly;
[Authority expires the earlier of the conclusion of the next AGM of the
Company or the expiration of the period within which the next AGM of the
Company is required by Law to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Authorize the Directors of the Company,
subject to this resolution, to allot, issue and deal with additional shares
of HKD 0.10 each in the capital of the Company and to make or grant offers, agreements
and options [including bonds, warrants and debentures convertible into shares
of the Company] which would or might require the exercise of such power be
and generally and unconditionally to make or grant offers, agreements and
options [including bonds, warrants and debentures convertible into shares of
the Company] which would or might require the exercise of such power after
the end of the relevant period; the aggregate nominal amount of share capital
allotted or agreed conditionally or unconditionally to be allotted [whether
pursuant to an option or otherwise] and issued by the Directors of the
Company pursuant to this resolution, otherwise than i) a rights issue; ii) an
issue of shares under any Option Scheme or similar arrangement for the time
being adopted for the grant or issue of shares or rights to
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
59
|
|
acquire shares of the Company; iii) an
issue of shares upon the exercise of the subscription or conversion rights
under the terms of any warrants or any securities of the Company which are convertible
into shares of the Company; or iv) an issue of shares as scrip dividends
pursuant to the Articles of Association of the Company from time to time,
shall not exceed 20% of the aggregate nominal amount of the issued share
capital of the Company as at the date of passing this resolution; [Authority expires
the earlier of the conclusion of the next AGM of the Company or the
expiration of the period within which the next AGM of the Company is required
by Law to be held]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
|
Authorize the Directors of the Company,
subject to the passing of the Resolution Nos. 5 and 6 as specified in this
meeting, to allot, issue and deal with additional shares pursuant to
Resolution No. 6 as specified in this meeting be and is hereby extended
by the addition thereto of an amount representing the aggregate nominal amount
of shares in the capital of the Company repurchased by the Company under the
authority granted pursuant to Resolution No. 5 as specified in this
meeting, provided that such amount of shares so repurchased shall not exceed
10% of the aggregate nominal amount of the issued share capital of the
Company as at the date of the said resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE NOTE THAT THIS IS A REVISION DUE TO
RECEIPT OF CONSERVATIVE RECORD DATE-. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU. GUANGZHOU R&F PROPERTIES COMPANY LTD, GUANGZHOU
|
|
Non-Voting
|
|
|
|
|
60
GUANGZHOU R&F PROPERTIES COMPANY LTD,
GUANGZHOU
Security
|
|
Y2933F115
|
|
Meeting Type
|
|
Class Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
30-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
CNE100000569
|
|
Agenda
|
|
701541410 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
S.1
|
|
Approve the proposed A Share issue by the
holders of H shares in
the H shareholders class meeting held on 18 JUN 2007
which is effective until 18 JUN 2008 be extended for a period of 12 months from
the date of passing of this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
61
GUANGZHOU R&F PROPERTIES COMPANY LTD,
GUANGZHOU
Security
|
|
Y2933F115
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
30-May-2008
|
|
|
|
|
|
|
|
ISIN
|
|
CNE100000569
|
|
Agenda
|
|
701546989 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve the report of the Board of
Directors [the Board] of the
Company for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve the report of the Supervisory
Committee of the Company
for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Approve the audited financial statements
and the report of the
auditors for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Declare a final dividend for the YE 31 DEC
2007 of RMB 0.25 per
share
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Re-appoint PricewaterhouseCoopers as the
auditors of the
Company, and authorize the Board to fix the remuneration
of the auditors
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Authorize the Board to decide on matters
relating to the payment
of interim dividend for the 6 months ended 30 JUN 2008
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.A
|
|
Re-appoint Ms. Li Helen, as the
Companys
Non-Executive
Director
and authorize the Board to fix the remuneration of the Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.B
|
|
Re-appoint Mr. Huang Kaiwen, as the
Companys Independent
Non-Executive Director and authorize the Board to fix the
remuneration of the Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.C
|
|
Re-appoint Mr. Dai Feng, as the
Companys Independent Non-
Executive Director and authorize the Board to fix the
remuneration of
the Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.D
|
|
Re-appoint Mr. Lai Ming, Joseph, as
the Companys Independent
Non-Executive Director and authorize the Board to fix the remuneration of the
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
8.A
|
|
Approve and ratify the land acquisition,
according to Clause 3.8(1)
Chapter 2 of the rules and regulation of the Board
meeting of the Company,
Tianjin Mei Jiang Wan Site: the Company entered into a sale and purchase
agreement on 30 JUN 2007 to acquire a land situated in Hexi District, Tianjin; the total site area
is approximately 929,380
sq.m. and the total GFA of approximately 1,574,700 sq.m. which consists of
approximately 1,436,400 sq.m. for residential areas; the total purchase price amounted to
RMB 4.88 billion
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
8.B
|
|
Approve and ratify the land acquisition,
according to Clause 3.8(1)
Chapter 2 of the rules and regulation of the Board
meeting of the Company,
Foshan Yu He Road Site: the Company acquired a plot of land in Foshan through
listing on 19 SEP 2007, the total site area is 643,000 sq.m with a total GFA of approximately
2,167,000 sq.m,
consisting of approximately 557,000 sq.m and 1,610,000 sq.m residential and
commercial areas respectively; the total land cost amounted to RMB 4.71 billion
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
62
9.A
|
|
Authorize the Board, depending on operation
requirements, to
provide guarantee to the Companys subsidiaries, subject
to the relevant
provisions of the Articles of Association of the Company and under the following
circumstances, up to an amount of RMB25 billion in aggregate: Approve the total external
guarantees [including
guarantees to subsidiaries] of the Company and its subsidiaries exceed 50% of
the latest audited net assets value [Authority is given for 1 year or at the end of 2008 AGM]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
9.B
|
|
Authorize the Board, depending on operation
requirements, to
provide guarantee to the Companys subsidiaries, subject
to the relevant
provisions of the Articles of Association of the Company and under the following
circumstances, up to an amount of RMB25 billion in aggregate: approve the, total external
guarantees [including
guarantees to subsidiaries] exceed 30% of the latest audited total assets value
[Authority is given for 1 year or at the end of 2008 AGM
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
9.C
|
|
Authorize the Board, depending on operation
requirements, to
provide guarantee to the Companys subsidiaries, subject
to the relevant
provisions of the Articles of Association of the Company and under the following
circumstances, up to an amount of RMB25 billion in aggregate; approve, the gearing ratio of
the subsidiary
for which guarantee is to be provided is over 70% [Authority is for 1 year
or at the end of 2008 AGM]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
9.D
|
|
Authorize the Board, depending on operation
requirements, to
provide guarantee to the Companys subsidiaries, subject
to the relevant
provisions of the Articles of Association of the Company and under the following
circumstances, up to an amount of RMB 25 billion in aggregate: approve, the guarantee to be
provided to a subsidiary
exceed 10% of the Companys latest audited net assets value [Authority is for 1
year or at the end of 2008 AGM]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.10
|
|
Approve the proposed A shares issue by the
shareholders in the
extraordinary general meeting held on 18 JUN 2007 which
is effective
until 18 JUN 2008 be extended for one year from date of passing of this special
resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
S.11
|
|
Authorize the Board to issue, allot and
deal in additional shares in
the capital of the Company, whether Domestic Shares or H Shares,
and to enter into offers and agreements or to grant options in respect
thereof, subject to the following conditions: (a) such mandate shall not
extend beyond the Relevant Period save that the Board may during the Relevant Period enter into
offers and
agreements or to grant options which may require the exercise of such powers
after the end of the Relevant Period; (b) the aggregate nominal amount of shares, whether Domestic Shares or H Shares,
issued, allotted and dealt with by the Board pursuant to such mandate shall not exceed (i) 20% of
the aggregate
nominal amount of Domestic Shares in issue and (ii) 20% of the aggregate
nominal amount of H Shares in issue; in each case at the date of this resolution; and
(c) the Board shall only
exercise its power under such mandate in accordance with the Company Law of the
Peoples Republic of China [PRC] and the Rules Governing the Listing of Securities on The
Stock Exchange
of Hong Kong Limited [the Stock Exchange] as amended from time to time [the Listing Rules] and only if
all necessary
approvals from the China Securities Regulatory Commission and or other relevant PRC authorities are
obtained; Authorize
the Board to: (a) approve, execute and do or procure to be executed and done, all
such documents, deeds and things as it may consider necessary in connection with the issue of
new shares,
including without limitation, the class and number of shares to be issued, the
issue price, the period of issue and the number of new shares to be issued to existing
shareholders, if
|
|
Management
|
|
For
|
|
For
|
63
|
|
any; (b) to determine the use of
proceeds and to make all necessary filings and registrations with the
relevant PRC, Hong Kong and other authorities; and (c) to increase the
registered capital of the Company in accordance with the actual increase of
capital by issuing shares pursuant to sub-paragraph (1) of this
resolution, to register the increase of the registered capital of the Company
with the relevant authorities in the PRC and to make such amendments to the
Articles of Association of the Company [the Articles of Association] as the
Board thinks fit so as to reflect the increase in the registered capital of
the Company; Authority expires the earlier of the conclusion of the AGM of
the Company or the expiration of the 12-month period after the passing of
this resolution or the date on which the authority set out in this resolution
is revoked or varied by a special resolution of the shareholders of the
Company passed at a general meeting
|
|
|
|
|
|
|
64
AGILE PPTY HLDGS LTD
Security
|
|
G01198103
|
|
Meeting Type
|
|
Annual General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
05-Jun-2008
|
|
|
|
|
|
|
|
ISIN
|
|
KYG011981035
|
|
Agenda
|
|
701568187 - Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve the audited financial statements
for the YE 31 DEC 2007
together with the Directors report and the Auditors
report thereon
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.i
|
|
Re-elect Mr. Chan Cheuk Yin as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.ii
|
|
Re-elect Mr. Chan Cheuk Hei as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.iii
|
|
Re-elect Mr. Kwong Che Keung, Gordon
as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.iv
|
|
Authorize the Remuneration Committee to fix
the remuneration of
the Executive Directors
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Approve the remuneration of HKD 288,750 to
be paid to each of
the Non-Executive Directors of the Company for the YE 31
DEC 2008,
provided that such remuneration will be paid in proportion to the period of service in
the case of a Director who has not served a complete year
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Declare a final dividend for the YE 31 DEC
2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Re-appoint PricewaterhouseCoopers as the
Auditors of the
Company and authorize the Directors to fix their
remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.A
|
|
Authorize the Directors of the Company
during the relevant period,
to repurchase shares of the Company on The Stock Exchange
of Hong Kong
Limited [the Stock Exchange] or on any other stock exchange on which the
shares of the Company may be listed and recognized by the Securities and Futures Commission and
the Stock
Exchange for this purpose, subject to and in accordance with all applicable laws
and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange
or of any
other stock exchange as amended from time to time, not exceed 10% of the
aggregate nominal amount of the share capital of the Company in issue at the date of passing of this
Resolution; [Authority
expires the earlier of the conclusion of the next AGM of the Company or the
expiration of the period within which the next AGM of the Company is required by the Articles of
Association of the
Company or any applicable laws to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.B
|
|
Authorize the Directors of the Company, to
allot, issue and deal
with additional shares in the capital of the Company and
to make and
grant offers, agreements and options [including warrants, bonds, debentures, notes
and other securities which carry rights to subscribe for or are convertible into shares of the
Company], during
and after the end of relevant period, not exceeding 20% of the aggregate nominal
amount of the share capital of the Company, otherwise than pursuant to: i) a rights issue;
or ii) an issue
of shares upon the exercise of subscription rights under any option scheme or similar
arrangement for the time being adopted for the grant or issue to the grantees as specified in
such scheme or
similar arrangement of shares or rights to acquire shares of the Company; or iii) any issue
of shares pursuant to the exercise of rights of subscription or conversion under the terms of
any existing warrants,
bonds, debentures, notes and other securities of the Company which carry rights
to subscribe for or are convertible into shares of the Company; or iv) an issue of shares pursuant
to any scrip
dividend or similar arrangement providing for the allotment of
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
65
|
|
shares in lieu of the whole or part of the
dividend on shares of the
Company in accordance with the Articles of Association of
the Company;
and [Authority expires the earlier of the conclusion of the next AGM of the
Company or the expiration of the period within which the next AGM of the Company is required by
the Articles
of Association of the Company or any applicable laws to be held]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.C
|
|
Approve, subject to the passing of
Resolutions 6.A and 6.B, to
extend the aggregate nominal amount of share capital that
may be allotted
or agreed conditionally or unconditionally to the Directors of the Company, pursuant
to Resolution 6.B by addition thereto of an amount representing the aggregate nominal amount of
shares of the
Company repurchased or otherwise acquire by the Company pursuant
Resolution 6.A, not exceeding 10% of the aggregate nominal amount of the issued share capital of
the Company
as at the passing of this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
Transact any other business
|
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE NOTE THAT THIS IS A REVISION DUE TO
RECEIPT
OF
NON-NUMBERED AND NON-VOT-ABLE RESOLUTION. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN-THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
|
|
Non-Voting
|
|
|
|
|
66
KWG PROPERTY HOLDING LTD
Security
|
|
G53224104
|
|
Meeting Type
|
|
Annual General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
06-Jun-2008
|
|
|
|
|
|
|
|
ISIN
|
|
KYG532241042
|
|
Agenda
|
|
701584282 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and approve the audited
consolidated financial
statements and the report of the Directors and the
Independent Auditors
report of the Company for the YE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend of RMB 15 cents
per share
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.A
|
|
Re-elect Mr. Kong Jian Nan as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.B
|
|
Re-elect Mr. Li Jian Ming as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.C
|
|
Re-elect Mr. Tsui Kam Tim as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.D
|
|
Authorize the Doard of Directors of the
Company to fix the
Directors fee
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-appoint Ernst and Young as Auditors of
the Company and
authorize the Board of Directors to fix their
remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Authorize the Directors to allot, issue and
deal with unissued
shares in the capital of the Company and make or grant
offers, agreements
and options during and after the relevant period, not exceeding 20% of the
aggregate nominal amount of the issued share capital of the Company, otherwise than pursuant to
a) a rights
issue; or b) an issue of shares upon the exercise of options which may be granted under
any share option scheme or under any option scheme or similar arrangement for the time
being adopted
for the grant or issue to officers and/or employees of the Company and/or any of its
subsidiaries or any other person of shares or rights to acquire shares of the Company; or c)
any scrip dividend
or similar arrangement; or d) a specific authority granted by the shareholders of the
Company in the general meeting; [Authority expires the earlier of the conclusion of the
next AGM of the
Company or the expiration of the period within which the next AGM of the Company is
required by the Articles of Association of the Company or any applicable laws of the Cayman Islands
to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Authorize the Directors of the Company to
repurchase shares of
the Company during the relevant period, on The Stock
Exchange of
Hong Kong Limited or any other stock exchange on which the shares of the Company have
been or may be listed and recognized
by the Securities and Futures Commission under the Hong Kong Code on share
repurchases for such purposes, subject to and in accordance with all applicable laws and regulations, at such
price as the Directors may at their discretion determine in accordance with all applicable laws and
regulations, not
exceeding 10% of the aggregate nominal amount of the issued share capital of the
Company; [Authority expires the earlier of the conclusion of the next AGM of the Company or the
expiration of the
period within which the next AGM of the Company is required by the Articles of Association
of the Company or any applicable laws of the Cayman Islands to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Approve, conditional upon the passing of
Resolutions 5 and 6, to
extend the general mandate granted to the Directors to
allot, issue and
deal with the shares pursuant to Resolution 5, by an amount representing the aggregate
nominal amount of the share capital repurchased pursuant to Resolution 6, provided that such
amount does
not exceed 10% of the aggregate nominal amount of the issued share capital of
the Company at the date of passing this resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
67
CHINA OVERSEAS LAND & INVESTMENT LTD
Security
|
|
Y15004107
|
|
Meeting Type
|
|
Annual General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
12-Jun-2008
|
|
|
|
|
|
|
|
ISIN
|
|
HK0688002218
|
|
Agenda
|
|
701560030 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive and adopt the audited financial
statements and the
reports of the Directors and the Auditors for the YE 31
DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.A
|
|
Re-elect Mr. Hao Jian Min as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.B
|
|
Re-elect Mr. Wu Jianbin as a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.C
|
|
Re-elect Mr. Lam Kwong Siu as a
Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.D
|
|
Re-elect Dr. Wong Ying Ho, Kennedy as
a Director
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Authorize the Board to fix the remuneration
of the Directors
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Declare a final dividend for the YE 31 DEC
2007 of HKD 7 cents
per share
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Re-appoint Deloitte Touche Tohmatsu as the
Auditors and
authorize
the Board to fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Authorize the Directors of the Company to
purchase shares in the
capital of the Company during the relevant period, on The
Stock Exchange
of Hong Kong Limited [the Stock Exchange] or any other stock exchange
recognized for this purpose by the Securities and Futures Commission of Hong Kong and the
Stock Exchange
under the Hong Kong Code on Share Repurchases, not exceeding 10% of the
aggregate nominal amount of the share capital of the Company in issue as at the date of passing
this Resolution;
[Authority expires at the conclusion of the next AGM of the Company or the
expiration of the period within which the next AGM of the Company is required by the Articles of
Association of the
Company and/or the Companies Ordinance [Chapter 32 of the Laws of Hong Kong] to be
held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
68
7.
|
|
Authorize the Directors of the Company,
pursuant to Section 57B
of the Companies Ordinance [Chapter 32 of the Laws of
Hong Kong] to
allot, issue and deal with additional shares in the capital of the Company and to make
or grant offers, agreements, options and rights of exchange during the relevant period, not
exceeding the
aggregate of a) 20% of the share capital of the Company; and b) the nominal amount of
share capital repurchased [up to 10% of the aggregate nominal amount of the share capital],
otherwise than
pursuant to a) a rights issue; or b) the exercise of subscription or conversion
rights under the terms of any bonds or securities which are convertible into shares of the
Company ; or c) any
option scheme or similar arrangement for the time being adopted for the grant or
issue to Directors and/or employees of the Company and/or any of its subsidiaries of shares or
rights to acquire
shares of the Company; or d) any scrip dividend or similar arrangement providing for
the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the
Articles of Association of the Company; [Authority expires the earlier of the conclusion of the
next AGM or the
expiration of the period within which the next AGM is to be held by Articles of
Association and/or Companies Ordinance [Chapter 32 of the Laws of Hong Kong] to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
8.
|
|
Approve, conditional upon the passing of
the Resolutions 6 and 7
to extend the general mandate granted to the Directors of
the Company
pursuant to the Resolution 7, by an amount representing the aggregate nominal amount of share
capital of the Company
purchased by the Company under the authority granted pursuant to the Resolution
6, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued
share capital
of the Company as at the date of passing this Resolution
|
|
Management
|
|
For
|
|
For
|
69
SHUN TAK HLDGS LTD
Security
|
|
Y78567107
|
|
Meeting Type
|
|
Annual General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
19-Jun-2008
|
|
|
|
|
|
|
|
ISIN
|
|
HK0242001243
|
|
Agenda
|
|
701560826 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Receive the audited financial statements
and the reports of the
Directors and the Auditors for the FYE 31 DEC 2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Declare a final dividend for the YE 31 DEC
2007
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Re-elect Dr. Ho Hung Sun, Stanely as a
Director of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Re-elect Ms. Ho Chiu King, Pansy as a
Director of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.3
|
|
Re-elect Mr. Chan Wai Lun, Anthony as
a Director of the
Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.4
|
|
Re-elect Mr. Ho Hau Chong, Norman as a
Director of the
Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Re-appoint H.C. Watt & Company as
the Auditors and approve to
fix their remuneration
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
5.
|
|
Authorize the Directors of the Company to
repurchase shares of
the Company on The Stock Exchange of Hong Kong Limited or any other stock
exchange on which the shares of the Company have been or may be listed and recognized by the
Securities and Futures
Commission under the Hong Kong Code on Share Repurchases for such purposes, subject to and in
accordance with
all applicable laws and regulations, at such price as the Directors may at their
discretion determine in accordance with all applicable laws and regulations, not exceeding 10% of the aggregate nominal
amount of the issued share capital of the Company; [Authority expires the earlier of the conclusion
of the AGM of
the Company or the expiration of the period within which the next AGM of the
Company is required by the Companies Ordinance to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.I
|
|
Authorize the Directors, pursuant to
Section 57B of the
Companies Ordinance, to allot, issue and deal with
additional shares
in the capital of the Company and make or grant offers, agreements and options
during and after the relevant period, not exceeding the aggregate of a) 20% of the aggregate
nominal amount
of the issued share capital of the Company; plus b) the nominal amount of share
capital repurchased [up to 10% of the aggregate nominal amount of the issued share capital],
otherwise than
pursuant to i) a rights issue; or ii) the exercise of any rights of subscription or conversion
rights under any warrants, bonds, debentures, notes and other securities which carry rights
to subscribe
for or are convertible into shares of the Company; or iii) the exercise of options or
similar arrangement; or iv) any scrip dividend or similar arrangement; [Authority expires the
earlier of the
conclusion of the next AGM or the expiration of the period within which the next AGM
of the Company is required by the Companies Ordinance to be held]
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.II
|
|
Authorize the Directors of the Company to
exercise the powers of
the Company referred to in Resolution 6.I in respect of
the share capital
of the Company referred to in such resolution
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Approve, until the shareholders of the
Company in AGM otherwise
determines, the Directors fees for the FYE 31 DEC 2008
at HKD 200,000
be payable for each Independent Non-Executive Director and HKD 5,000 for each
other Director; other Directors remuneration to be fixed by the Board of Directors of the Company
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
70
MEGAWORLD CORPORATION
Security
|
|
Y59481112
|
|
Meeting Type
|
|
Annual General
Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
20-Jun-2008
|
|
|
|
|
|
|
|
ISIN
|
|
PHY594811127
|
|
Agenda
|
|
701506517 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Call to order
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
2.
|
|
Approve the proof of notice and
determination of the quorum
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
3.
|
|
Approve the minutes of the previous annual
meeting
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
4.
|
|
Approve the annual report of the Management
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
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|
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5.
|
|
Appoint the External Auditors
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
6.
|
|
Ratify the acts and resolutions of the
Board of Directors, Executive
Committee and the Management
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
7.
|
|
Elect the Directors
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
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|
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|
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8.
|
|
Adjournment
|
|
Management
|
|
For
|
|
For
|
|
|
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|
|
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|
|
71
NEW WORLD CHINA LAND LTD NWCL
Security
|
|
G6493A101
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
27-Jun-2008
|
|
|
|
|
|
|
|
ISIN
|
|
KYG6493A1013
|
|
Agenda
|
|
701628375 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
1.
|
|
Approve and ratify the master service
agreement dated 27 MAY
2008 entered into between the Company and New World Development Company
Limited [the Master Service Agreement], a copy of the circular dated 10 JUN 2008 marked A and a
copy of the
Master Service Agreement marked B have been produced to the meeting and signed
by the Chairman of the meeting for the purpose of identification, and the terms of and the
transactions contemplated
thereunder; and the annual cap in respect of each category of the Services
[as defined in the circular] under the Master Service Agreement; and authorize any one of the
Director of
the Company for and on behalf of the Company to execute all such documents and to do
all such acts or things incidental to, ancillary to or in connection with the Master Service
Agreement
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
72
ASCENDAS REAL ESTATE INVESTMENT TRUST
Security
|
|
Y0205X103
|
|
Meeting Type
|
|
ExtraOrdinary
General Meeting
|
|
|
|
|
|
|
|
Ticker Symbol
|
|
|
|
Meeting Date
|
|
30-Jun-2008
|
|
|
|
|
|
|
|
ISIN
|
|
SG1M77906915
|
|
Agenda
|
|
701640915 -
Management
|
|
|
|
|
|
|
|
Item
|
|
Proposal
|
|
Type
|
|
Vote
|
|
For/Against
Management
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU.
|
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Authorize the Manager, for the issue of new
units in A-REIT
[Units] and/or convertible securities or other
instruments which may
be convertible into units [Convertible Securities] in the FYE 31 MAR 2009 such that the
number of new units issued [and/or units into which the Convertible Securities may be
converted] does
not exceed 50.0% of the number of Units in issue as at 31 MAR 2008 [which is the end
of A-REITs last FY] [the Base Figure], of which the aggregate number of new units
issued [and/or
units into which the Convertible Securities may be converted], where the
units and/or Convertible Securities are issued other than on a pro rata basis to existing
unitholders of A-REIT, must not be more than 20.0% of the base figure [the General Mandate];
pursuant to the General Mandate, the issue units arising from the conversion of the Convertible
Securities notwithstanding
that the General Mandate may have ceased to be in force at the time the Units are to be issued; where
the terms of the
issue of the Convertible Securities provide for adjustment to the number of Convertible
Securities in the event of rights, bonus or other capitalization issues, the Manager may issue
additional Convertible
Securities notwithstanding that the General Mandate may have ceased to be in
force at the time the Convertible Securities are issued; and authorize the Ascendas Funds Management
(S) Limited, as Manager of A-REIT (the Manager), any Director of the
Manager (Director) and HSBC Institutional Trust Services (Singapore) Limited, as Trustee of A-REIT
[the Trustee]
to complete and do all such acts and things [including executing all such
documents as may be required] as the Manager, such Director or [as the case may be] the
Trustee may consider
expedient or necessary or in the interests of A-REIT to give effect to the General
Mandate
|
|
Management
|
|
For
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
73
SIGNATURES
Pursuant to the requirements of the Investment Company
Act of 1940, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RMR Asia Real Estate Fund
|
|
|
|
|
|
/s/ Adam D. Portnoy
|
|
/s/ Mark L.
Kleifges
|
Adam D. Portnoy
|
Mark L. Kleifges
|
President
|
Treasurer
|
|
|
|
|
Date: August 27, 2008
|
|
|
|
|
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