Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilityfor the contents of this announcement, make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part ofthe contents of this announcement.(Incorporated in the Cayman Islands with limited liability)(Stock Code: 556) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2012 annual general meeting (the “Meeting”) of
Pan Asia Environmental Protection Group Limited (the “Company”) will be held at Basement
II, The Boardroom, The Wharney Guang Dong Hotel Hong Kong, 57-73 Lockhart Road,
Wanchai, Hong Kong on Friday, 8 June 2012 at 2:30 p.m. for the following purposes:
To consider and adopt the audited consolidated financial statements, the Company’s
audited financial statements and the reports of the directors and of the independent
auditor for the year ended 31 December 2011.
To re-elect the retiring directors and to authorise the board (“the Board”) of directors
(the “Directors”) of the Company to fix the remuneration of the Directors.
To re-appoint independent auditor and to authorise the Board to fix their
To consider and, if thought fit, pass, with or without amendments, the following
subject to paragraph (c) of this resolution, 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 in the capital of the Company and
to make or grant offers, agreements and options (including but not limited to
bonds, warrants and debentures convertible into shares of the Company) which
would or might require the exercise of such powers be and is hereby generally
the approval in paragraph (a) of this resolution shall authorise the Directors
during the Relevant Period to make or grant offers, agreements and options
(including but not limited to bonds, warrants and debentures convertible into
shares of the Company) which would or might require the exercise of such
powers after the end of the Relevant Period;
the aggregate nominal amount of the shares allotted or agreed conditionally orunconditionally to be allotted (whether pursuant to an option or otherwise) bythe Directors pursuant to the approval in paragraph (a) of this resolution,otherwise than pursuant to a rights issue or pursuant to the exercise of anysubscription rights which are or may be granted under any option scheme orany scrip dividend scheme or similar arrangement, any adjustment of rights tosubscribe for shares under options and warrants or a special authority grantedor to be granted by the shareholders of the Company, shall not exceed 20 percent of the aggregate nominal amount of the issued share capital of theCompany as at the date of passing of this resolution and the approval inparagraph (a) of this resolution shall be limited accordingly; and
for the purpose of this resolution, “Relevant Period” means the period from thepassing of this resolution until whichever is the earliest of:
the conclusion of the next annual general meeting of the Company;
the expiration of the period within which the next annual general meetingof the Company is required by the articles of association of the Companyor any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by
an ordinary resolution of the shareholders of the Company in generalmeeting.”
To consider and, if thought fit, pass, with or without amendments, the followingresolution as an ordinary resolution:
subject to paragraph (b) of this resolution, the exercise by the Directors during
the Relevant Period (as hereinafter defined) of all the powers of the Company
to repurchase its own shares 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 which is recognised 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/or the requirement of
the Rules Governing the Listing of Securities on the Stock Exchange or of any
other stock exchange, as amended from time to time, be and is hereby generally
the aggregate nominal amount of the shares of the Company to be repurchased
or agreed conditionally or unconditionally to be repurchased by the Company
pursuant to the approval in paragraph (a) of this resolution during the Relevant
Period shall not exceed 10 per cent of the aggregate nominal amount of the
issued share capital of the Company as at the date of passing of this resolution;
for the purpose of this resolution, “Relevant Period” means the period from the
passing of this resolution until whichever is the earliest of:
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
(iii) the revocation or variation of the authority given under this resolution by
an ordinary resolution of the shareholders of the Company in general
To consider and, if thought fit, pass, with or without amendments, the following
“THAT conditional upon the passing of ordinary resolutions number 4 and 5 as set
out in the notice convening this Meeting, the general mandate granted to the
directors to allot, issue and deal with additional shares in the capital of the Company
pursuant to ordinary resolution number 4 set out in the notice convening this
Meeting be and is hereby extended by the addition thereto the aggregate nominal
amount of shares of the Company repurchased by the Company under the authority
granted pursuant to ordinary resolution number 5 set out in the notice convening this
Meeting provided that such amount shall not exceed 10 per cent of the aggregate
nominal amount of the issued share capital of the Company as at the date of passing
Pan Asia Environmental Protection Group Limited Wan San Fai, Vincent
A member entitled to attend and vote at the Meeting may appoint a proxy or, if holding two or more shares,more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company.
To be valid, the form of proxy together with the power of attorney or other authority, if any, under which itis signed, or a notarially certified copy thereof must be deposited at the Company’s Hong Kong branch shareregistrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai,Hong Kong not less than 48 hours before the time fixed for holding the Meeting or adjournment thereof.
To be valid, the form of notice of appointment of corporate representative, in the case of appointment by ashareholder which is a corporate shareholder other than a clearing house, must be deposited at the Company’sHong Kong branch share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’sRoad East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting oradjournment thereof.
For determining the entitlement to attend and vote at the meeting, the Register of Members will be closed fromWednesday, 6 June 2012 to Friday, 8 June 2012, both days inclusive, during which period no transfer of shareswill be registered. In order to be eligible to attend and vote at the Meeting, all transfer documents accompaniedby the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, TricorInvestor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not laterthan 4:00 p.m. on Tuesday, 5 June 2012.
As at the date of this announcement, the directors of the Company are:
Independent Non-Executive Directors:
Directors: Christian Gouws B.A. B.Proc. & AdelleUys REGISTRATION OF ANNUAL RETURN OF A COMPANY We annex hereto the necessary forms to enable us to submit the company’s annual return. The fee payable to Cipro is:R 450.00 (if company’s turnover is less than R10,000,000)R 2,500.00 (if company's turnover is more than R10,000,000 but less than R50,000,00)R 4,000.00(if company’s tur
Il salone internazionale della bicicletta EUROBIKEpresenta Cipro come nuovo Paese partner - Unsettore va in bici: a disposizione 500 biciclette a La corsa al salone EUROBIKE continua: gli espositori iscritti hanno superato il migliaio Friedrichshafen - L’isola di Cipro è un'interessante destinazione per gli appassionati della bicicletta. L’isola situata nel Mar Mediterraneo o