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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:

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