HONG KONG, May 2, 2012 /PRNewswire-Asia/ -- QVT Fund LP and Quintessence Fund L.P. (together "QVT"), on 19 March 2012 requisitioned an Extraordinary General Meeting ("EGM") of the shareholders of China Assets (Holdings) Limited (the "Company") to consider a resolution not to approve the Amended Investment Management Agreement (as defined in the announcement made by the Company on 1 September 2011, the "IMA") or the renewal of the IMA, and to terminate the appointment of China Assets Investment Management Limited ("CAIML") as investment manager of the Company.
On 1 September 2011 the Company announced that it has been in breach of the Listing Rules for not having obtained independent shareholders' approval in respect of the IMA and its renewals. The Company has repeatedly stated its intention to convene an EGM to ratify the IMA and its renewals but has on four occasions postponed doing so, without providing reasons for the delays that QVT finds satisfactory. The EGM requisitioned by QVT will provide shareholders an opportunity to remedy the Company's breach of the Listing Rules without further delay by voting to terminate the appointment of CAIML as investment manager and voting to terminate the IMA.
As the QVT requisition was delivered to the Company on 19 March 2012, the Company was required under the Companies Ordinance to issue a notice convening the EGM no later than 10 April 2012. Instead of convening the EGM, the Company approached QVT and requested QVT to withdraw its requisition. However, in view of the fact that over seven months have passed since the 1 September 2011 announcement that the Company is in breach of the Listing Rules, QVT has communicated to the Company that QVT does not intend to withdraw its requisition.
QVT is extremely concerned that by not complying with its obligations under the Companies Ordinance, the Company is denying shareholders the opportunity to consider whether or not to approve the IMA or the renewed appointment of CAIML.
QVT further notes that the Company stated in its 1 September 2011 announcement that "no Shareholder is required to abstain from voting" at the EGM to be convened by the Company. QVT understands that in accordance with the Listing Rules, any shareholder with a material interest in the IMA and its associates should abstain from voting at the EGM in respect of resolutions considering the IMA. QVT expects the Company to ensure full compliance with the Listing Rules, and to fully investigate and have due regard to any interests that any connected person or shareholders may have, directly or indirectly, in CAIML or the IMA.
QVT calls upon the Company to comply immediately with its obligations under the Companies Ordinance and convene the EGM requisitioned by QVT.
Shawn Pattison, Patrick Clifford, or Mark LaVoie
The Abernathy MacGregor Group
New York
+1-212-371-5999