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APT Satellite Holdings Limited Proxy Solicitation & Information Statement 2013

Mar 8, 2013

49643_rns_2013-03-08_05414f88-4e1a-4770-8ad0-70adf6f94fa9.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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GOME ELECTRICAL APPLIANCES HOLDING LIMITED 國美電器控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 493)

NOTICE OF SPECIAL GENERAL MEETING AND CLOSURE OF THE SHAREHOLDER’S REGISTER ON TUESDAY, 2 APRIL 2013

NOTICE IS HEREBY GIVEN that a special general meeting of GOME Electrical Appliances Holding Limited (the “ Company) will be held at Kellett Room III, 3/F, The Excelsior, Hong Kong on Tuesday, 2 April 2013 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. THAT :

    • (a) the agreement dated 5 March 2013 (the “ Master Merchandise Purchase Agreement ”) between 國美電器有限公司 (GOME Appliance Company Limited*), 庫巴科技(北京)有限公司 (Kuba Technology (Beijing) Co., Ltd.), 國美在線電子商務有限公司 (GOME-on-line e-Commerce Co., Ltd.) (formerly known as 新銳美電子商務有限公司 (Xinruimei e-Commerce Co., Ltd.)), 國美電器零售有限公司 (GOME Electrical Appliances Retail Co., Ltd.) and 北京國美銳動電子商務有限公司 (Beijing GOME Ruidong e-Commerce Co., Ltd.*) (“ GOME Ruidong ”) in relation to the supply of general merchandise (including electrical appliances and consumer electronics products) by GOME Ruidong and the Parent Group (as defined in the circular of the Company dated 8 March 2013, the “ Circular ”) to the Group, be and is hereby approved and confirmed;

    • (b) the annual caps under the Master Merchandise Purchase Agreement as set out in the Circular for each of the three financial years ending 31 December 2015 be and are hereby approved and confirmed; and

    • (c) any one director of the Company be and is hereby authorised to do all such acts or things and sign all documents deemed necessary by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Master Merchandise Purchase Agreement.”

* For identification purpose only

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2. “ THAT :

  • (a) the agreement dated 5 March 2013 (the “ Master Merchandise Supply Agreement ”) between 國美電器有限公司 (GOME Appliance Company Limited*), 庫巴科技(北京)有限公司 (Kuba Technology (Beijing) Co., Ltd.) (“ Kuba ”), 國美在線電子商務有限公司 (GOME-on-line e-Commerce Co., Ltd.) (formerly known as 新銳美電子商務有限公司 (Xinruimei e-Commerce Co., Ltd.)) (“ GOME-on-line ”) and 國美電器零售有限公司 (GOME Electrical Appliances Retail Co., Ltd.) in relation to the supply of general merchandise (including electrical appliances and consumer electronics products) by the Group to Kuba, GOME-on-line and the Parent Group (as defined in the circular of the Company dated 8 March 2013, the “ Circular ”), be and is hereby approved and confirmed;

  • (b) the annual caps under the Master Merchandise Supply Agreement as set out in the Circular for each of the three financial years ending 31 December 2015 be and are hereby approved and confirmed; and

  • (c) any one director of the Company be and is/are hereby authorised to do all such acts or things and sign all documents deemed necessary by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Master Merchandise Supply Agreement.”

CLOSURE OF THE SHAREHOLDERS’ REGISTER

For the purpose of determining the list of shareholders who are entitled to attend and vote at the Special General Meeting, the shareholders’ register of the Company will be closed on Tuesday, 2 April 2013. No transfer of shares of the Company will be registered during that day. In order to qualify to attend and vote at the Special General Meeting, all instruments of transfer together with the relevant share certificate(s) must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Thursday, 28 March 2013.

By Order of the Board

GOME ELECTRICAL APPLIANCES HOLDING LIMITED Zhang Da Zhong

Chairman

Hong Kong, 8 March 2013

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Notes:

  1. A form of proxy for use at the meeting is enclosed herewith.

  2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

  3. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

  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 must be deposited at the Company’s branch registrar in Hong Kong, Tricor Abacus Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

  5. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should you so wish, and in such an event, the form of proxy shall be deemed to be revoked.

  6. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

As at the date of this notice, the Board comprises Mr. Ng Kin Wah and Mr. Zou Xiao Chun as executive directors; Mr. Zhang Da Zhong, Mr. Zhu Jia, Ms. Wang Li Hong and Mr. Cheung Leong as non-executive directors; and Mr. Sze Tsai Ping, Michael, Mr. Chan Yuk Sang, Mr. Lee Kong Wai, Conway and Mr. Ng Wai Hung as independent non-executive directors.

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