2024年3月30日发(作者：进问春)
(Formerly known as Daqing Petroleum and Chemical Group Limited)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 362)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an annual general meeting of China Zenith Chemical Group
Limited (the “Company”) will be held at Mandarin Oriental Hong Kong, 5 Connaught Road, Central,
Hong Kong on 6 December 2007 at 4: for the purpose of considering and, if thought fit, passing
the following resolutions:
ORDINARY RESOLUTIONS
1.
2.
to receive and consider the audited consolidated financial statements and the reports of the directors
of the Company (the “Directors”) and the auditors for the year ended 30 June 2007;
(a)to re-elect the following persons as Directors:
(i)
(ii)
Mr. Chan Yuen Tung (Note 1)
Ms. Chan Yuk Foebe (Note 1)
(iii)Mr. Tam Ching Ho (Note 1)
(iv)Mr. Wu Jianwei (Note 1)
(b)
3.
4.
to authorise the board of directors of the Company (the “Board”) to fix the Directors’
remuneration;
to re-appoint Messrs. RSM Nelson Wheeler as auditors of the Company for the ensuing year and to
authorise the Board to fix their remuneration;
as special business, to consider and, if thought fit, pass with or without amendments, the following
resolutions as ordinary resolutions:
– 1 –
ORDINARY RESOLUTIONS
(A)“THAT:
(a)subject to paragraph (c) below, the exercise by the Directors during the Relevant Period
(as hereinafter defined) of all the powers of the Company to allot, issue and deal with
additional shares of HK$0.01 each in the capital of the Company and to make or grant
offers, agreements and options which might require the exercise of such powers be and
is hereby generally and unconditionally approved;
the approval in paragraph (a) shall authorise the Directors during the Relevant Period to
make or grant offers, agreements and options which might require the exercise of such
powers, 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) by the Directors
pursuant to the approval in paragraph (a) shall not exceed 20% of the aggregate nominal
amount of the share capital of the Company in issue at the date of the passing of this
resolution and the said approval shall be limited accordingly; and
for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever
is the earlier of:
(i)
(ii)
the conclusion of the next annual general meeting of the Company;
the expiration of the period within which the next annual general meeting of the
Company is required by the articles of association of the Company or any applicable
law to be held; or
(b)
(c)
(d)
(iii)the revocation or variation of the authority given under this resolution by an ordinary
resolution of the shareholders in general meeting.”;
(B)“THAT:
(a)subject to paragraph (b) below, the exercise by the Directors during the Relevant Period
(as hereinafter defined) of all the powers of the Company to purchase shares of HK$0.01
each in the capital of the Company be and is hereby generally and unconditionally
approved;
the aggregate nominal amount of the shares to be purchased pursuant to the approval in
paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share
capital of the Company in issue on the date of the passing of this resolution and the said
approval shall be limited accordingly; and
(b)
– 2 –
2024年3月30日发(作者：进问春)
(Formerly known as Daqing Petroleum and Chemical Group Limited)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 362)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an annual general meeting of China Zenith Chemical Group
Limited (the “Company”) will be held at Mandarin Oriental Hong Kong, 5 Connaught Road, Central,
Hong Kong on 6 December 2007 at 4: for the purpose of considering and, if thought fit, passing
the following resolutions:
ORDINARY RESOLUTIONS
1.
2.
to receive and consider the audited consolidated financial statements and the reports of the directors
of the Company (the “Directors”) and the auditors for the year ended 30 June 2007;
(a)to re-elect the following persons as Directors:
(i)
(ii)
Mr. Chan Yuen Tung (Note 1)
Ms. Chan Yuk Foebe (Note 1)
(iii)Mr. Tam Ching Ho (Note 1)
(iv)Mr. Wu Jianwei (Note 1)
(b)
3.
4.
to authorise the board of directors of the Company (the “Board”) to fix the Directors’
remuneration;
to re-appoint Messrs. RSM Nelson Wheeler as auditors of the Company for the ensuing year and to
authorise the Board to fix their remuneration;
as special business, to consider and, if thought fit, pass with or without amendments, the following
resolutions as ordinary resolutions:
– 1 –
ORDINARY RESOLUTIONS
(A)“THAT:
(a)subject to paragraph (c) below, the exercise by the Directors during the Relevant Period
(as hereinafter defined) of all the powers of the Company to allot, issue and deal with
additional shares of HK$0.01 each in the capital of the Company and to make or grant
offers, agreements and options which might require the exercise of such powers be and
is hereby generally and unconditionally approved;
the approval in paragraph (a) shall authorise the Directors during the Relevant Period to
make or grant offers, agreements and options which might require the exercise of such
powers, 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) by the Directors
pursuant to the approval in paragraph (a) shall not exceed 20% of the aggregate nominal
amount of the share capital of the Company in issue at the date of the passing of this
resolution and the said approval shall be limited accordingly; and
for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever
is the earlier of:
(i)
(ii)
the conclusion of the next annual general meeting of the Company;
the expiration of the period within which the next annual general meeting of the
Company is required by the articles of association of the Company or any applicable
law to be held; or
(b)
(c)
(d)
(iii)the revocation or variation of the authority given under this resolution by an ordinary
resolution of the shareholders in general meeting.”;
(B)“THAT:
(a)subject to paragraph (b) below, the exercise by the Directors during the Relevant Period
(as hereinafter defined) of all the powers of the Company to purchase shares of HK$0.01
each in the capital of the Company be and is hereby generally and unconditionally
approved;
the aggregate nominal amount of the shares to be purchased pursuant to the approval in
paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share
capital of the Company in issue on the date of the passing of this resolution and the said
approval shall be limited accordingly; and
(b)
– 2 –