31020984

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in Bermuda with limited liability) (Stock Code: 701)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of CNT Group Limited (the
“Company”) will be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on
Tuesday, 28 June 2011 at 11:00 a.m. for the following purposes:
Ordinary business
To receive and consider the audited financial statements and the report of the directors and theindependent auditors’ report for the year ended 31 December 2010.
To declare a final dividend of HK1 cent per share for the year ended 31 December 2010.
To re-elect directors and to authorise the directors to fix the directors’ remuneration.
To re-appoint auditors and to authorise the directors to fix their remuneration.
Special business
To consider and, if thought fit, pass with or without amendments, the following resolution as anordinary resolution: “THAT:
subject to paragraph (c) below, the exercise by the board of directors of the Company (the“Board”) during the Relevant Period of all the powers of the Company to allot, issue andotherwise deal with additional shares in the capital of the Company and to make or grantoffers, agreements and options which might require the exercise of such powers be and ishereby generally and unconditionally approved; the approval in paragraph (a) above shall authorise the Board during the Relevant Periodto make or grant offers, agreements and options which might require the exercise of suchpowers after the end of the Relevant Period; the aggregate nominal amount of share capital allotted or agreed conditionally orunconditionally to be allotted (whether pursuant to an option or otherwise) by the Boardpursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a RightsIssue; or (ii) the exercise of rights of subscription or conversion under the terms of anywarrant or other securities issued by the Company carrying a right to subscribe for sharesof the Company; or (iii) the exercise of subscription rights under any share option scheme of the Company; or (iv) an issue of shares as scrip dividends pursuant to the bye-laws of the Company from time to time, shall not exceed the aggregate of (i) 20% of the nominal amount of the share capital of the Company in issue as at the date of this resolution; and (ii) subject to the passing of resolution 7 below, all those number of shares which may from time to time be repurchased by the Company pursuant to the general mandate granted under resolution 6 below, and the said approval shall be limited accordingly; and “Relevant Period” means the period from the passing of this resolution until 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 law to be held; and (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means the allotment, issue or grant of shares of the Company pursuant to an offer open for a period fixed by the Board to holders of shares or any class thereof on the register of members of the Company on a fixed record date pro rata to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligation under the laws of, or the requirements of any recognised regulatory body of any stock exchange in any territory outside Hong Kong).” To consider and, if thought fit, pass with or without amendments, the following resolution as an “THAT:
subject to paragraph (b) below, the exercise by the board of directors of the Company during the Relevant Period of all the powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange recognised for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and the aggregate nominal amount of shares of the Company to be purchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the shares of the Company in issue at the date 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 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 law to be held; and (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.” To consider and, if thought fit, pass with or without amendments, the following resolution as an “THAT the board of directors of the Company be and is hereby given a general mandate to add
all those shares in the capital of the Company which may from time to time be repurchased by the Company pursuant to the approval granted under resolution 6 above to the general mandate Ma Lai King
Any member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.
The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority shall be delivered to the Company’s registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting at which the person named in the instrument proposes to vote or any adjournment The register of members of the Company will be closed from Friday, 24 June 2011 to Tuesday, 28 June 2011, both days inclusive, during the period no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 23 June 2011.
The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
The board of directors of the Company as at the date hereof comprises Messrs. Lam Ting Ball, Paul, Tsui Ho Chuen, Philip, Tsui Yam Tong, Terry and Chong Chi Kwan as executive directors; Messrs. Hung Ting Ho, Richard, Zhang Yulin and Ko Sheung Chi as non-executive directors; and Sir David Akers-Jones, Messrs. Danny T Wong, Chan Wa Shek and Dr. Steven Chow as independent non-executive directors.

Source: http://www.cntgroup.com.hk/userfiles/data/20121115175129.pdf