CHINA WIRELESS TECHNOLOGIES LIMITED
中國無線科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2369)
NOTICE Of ANNuAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (“Meeting”) of China Wireless Technologies Limited (the “Company”) will be held at Vinson Room, Pacific Place Conference Centre, 5/F, One Pacific Place, 88 Queensway, Hong Kong on Friday, 23 May 2008 at 3: for the following purpos:
As Ordinary Business
ORDINARY RESOLuTIONS
. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (collectively, “Directors” and individually, a “Director”) and the auditors of the Company (“Auditors”) for the year ended 3 December 2007. 2. To re-elect the retiring Directors and to authori the board of Directors (“Board”) to
fix their remuneration.
3. To re-appoint Ernst & Y oung as Auditors and to authori the Board to fix their
remuneration.
As Special Business
ORDINARY RESOLuTIONS
4. To consider and, if thought fit, pass with or without amendments, the following resolution
as an ordinary resolution of the Company:
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“THAT:
(a) subject to paragraph (c) below of this Resolution, the exerci by the Directors during
the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal in additional shares of HK$0.0 each in the capital of the Company (the “Shares”) or curities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which would or might require the exerci of such powers, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this Resolution shall be in addition to any other
authorisations given to the Directors and shall authori the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exerci of such powers at any time during or after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or
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unconditionally to be allotted (whether pursuant to an option or otherwi) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwi than pursuant to:
(i) a Rights Issue (as defined in paragraph (e) of this Resolution);
(ii) an exerci of rights of subscription or conversion under terms of any warrants issued by the Company or any curities which are convertible into Shares;
(iii) an exerci of the subscription rights 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 such other persons eligible to participate in any such scheme(s) or arrangement of Shares or rights to acquire Shares;
暮光之城3剧情(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 in accordance with the articles of association of the Company (the “Articles”) or a specific authority granted by the Shareholders in general meeting,
shall not exceed 20 per cent 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;
(d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution,
any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(e) for the purpo of this Resolution:
消极的英文(i) “Relevant Period” means the period from the passing of this Resolution until
whichever is the earliest of:
(aa) the conclusion of the next annual general meeting of the Company;
(bb) t he expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the
Cayman Islands to be held; or
(cc) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.
鳄鱼英语
(ii) “Rights Issue” means an offer of Shares or other equity curities of the Company open for a period fixed by the Directors to the holders of Shares on the register
of members of the Company on a fixed record date in proportion to their then
holdings of such Shares (subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation to fractional entitlements
or having regard to any restrictions or obligations under the laws of any relevant
jurisdiction, or the requirements of, any recognid regulatory body or any stock
exchange in any territory outside the Hong Kong Special Administrative Region
of the People’s Republic of China applicable to the Company).”
5. To consider and, if thought fit, pass with or without amendments, the following resolution
as an ordinary resolution of the Company:
“THAT:
(a) subject to paragraph (b) below of this Resolution, the exerci by the Directors during
the Relevant Period (as defined below) of all the powers of the Company to repurcha Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognid for this purpo by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpo, subject to and in accordance with all applicable laws and regulations of Hong Kong, the Cayman Islands, the Articles and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares to be repurchad or agreed conditionally
好听英语名字
or unconditionally to be repurchad by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period (as defined below) shall not exceed 0 per cent 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;
情商是什么
(c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any
prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been gr
anted to the Directors and which are still in effect be and hereby revoked; andhave用法
(d) for the purpo of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman
Islands to be held; or
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.”
6. To consider and, if thought fit, pass with or without amendments, the following resolution
as an ordinary resolution of the Company:wax
“THAT conditional upon the passing of Resolutions 4 and 5 t out in this notice of annual general meeting dated 23 April 2008 (the “AGM Notice”) convening this meeting, the aggregate nominal amount of share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with the general mandate granted under Resolution 4 t out in the AGM Notice be and is hereby extended by the addition thereto of the aggregate nominal amount of the shares in the capital of the Company which may be repurchad by the Company pursuant to and in accordance with the general mandate granted under Resolution 5 t out in the AGM Notice, provided that such amount shall not exceed 0 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution 6.”
7. To consider and, if thought fit, pass with or without amendments, the following resolution
as an ordinary resolution of the Company:
“THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exerci of options which may be granted under the Refreshed Limit (as herein defined), the existing scheme
mandate limit under the share option scheme adopted by the Company on 2 November 2004 (the “Share Option Scheme”) be refreshed so that the total number of Shares which may be allotted and issued upon the exerci of the options granted under the Share Option Scheme shall not exceed 0 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution (the “Refreshed Limit”) and that the Directors be and are hereby authorid to do such act and execute such document to effect the Refreshed Limit and to grant options up to the Refreshed Limit and to exerci all the powers of the Company to allot, issue and deal with Shares pursuant to the exerci of such options.”
By Order of the Board of
CHINA WIRELESS TECHNOLOGIES LIMITED
GuO DEYING
Chairman and Chief Executive Officer
Hong Kong, 23 April 2008
Notes:
. The register of members of the Company will be clod from Tuesday, 20 May 2008 to Friday, 23 May 2008 (both days inclusive) during which period no transfer of share(s) will be effected. Members who name appear on the register of members of the Company at the clo of business on Monday, 9 May 2008 will be entitled to attend and vote at the Meeting.
2. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her
proxy to attend and vote on his/her behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
3. Where there are joint registered holders of any shares, any one of such persons may vote at any meeting,validationsummary
either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be prent at any meeting personally or by proxy, that one of the said persons so prent being the most, or, as the ca may be, the more nior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpo, niority shall be determi
ned by reference to the order in which the names of the joint holders stand in the register in respect of the relevant joint holding.
4. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other
authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 806– 807, 8th Floor, Hopewell Centre, 83 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the annual general meeting or adjournment thereof.
5. Plea refer to Appendix II of the circular of the Company dated 23 April 2008 for the details of the
retiring Directors subject to re-election at the Meeting.
As at the date of this notice, the executive Directors are Mr. Guo Deying and Mr. Jiang Chao, the non-executive Directors are Ms. Yang Xiao and Ms. Ma Dehui and the independent non-executive Directors are Dr. Huang Dazhan, Mr. Xie Weixin, Mr. Chan King Chung and Mr. Yang Xianzu.
