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APT Satellite Holdings Limited — Proxy Solicitation & Information Statement 2016
Sep 1, 2016
49643_rns_2016-09-01_a69b1558-0c9c-4973-aeb2-1b76d37f9c57.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 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.
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(Stock code: 1045)
NOTICE OF THE SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of APT Satellite Holdings Limited (the “ Company ”) will be held at its principal place of business in Hong Kong, 22 Dai Kwai Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong on Friday, 23 September 2016, at 11:00 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT :
- (a) China Aerospace Investment Holdings Ltd. 航天投資控股有限公司 ( “ China Aerospace Investment ” ) as one of the proposed shareholders of the joint venture company (namely APT Mobile SatCom Limited 亞太衛星寬帶通信(深圳)有限 公司) established in Shenzhen, Guangdong Province of the People’s Republic of China (the “ Joint Venture ” ) pursuant to, and as a party to the transaction contemplated under, the Investors’ Agreement as amended by the Supplemental Agreement (each as defined and described in the circular of the Company dated 2 September 2016 (the “ Circular ” )) in relation to the formation of the Joint Venture, a copy of the Circular marked “ A ” together with a copy of the Investors’ Agreement marked “ B ” and a copy of the Supplemental Agreement marked “ C ” being tabled before the meeting and initialed by the chairman of the meeting for identification purpose, be and are hereby approved, confirmed and ratified; and
* For identification purpose only
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- (b) the directors of the Company be and are hereby authorised to do all such further acts and things and sign, seal, execute, perfect and deliver all such documents on behalf of the Company as they may in their absolute discretion consider necessary, desirable or expedient for the purposes of and in connection with the implementation and/or give full effect to any matters relating to the Investors’ Agreement (as amended by the Supplemental Agreement) and the transactions contemplated thereunder with China Aerospace Investment as one of the proposed shareholders of the joint venture company.”
By Order of the Board APT Satellite Holdings Limited Dr. Brian Lo Company Secretary
Hong Kong, 2 September 2016
Registered office: Clarendon House 2 Church Street Hamilton, HM 11 Bermuda
Head office and principal place of business in Hong Kong:
22 Dai Kwai Street Tai Po Industrial Estate Tai Po New Territories Hong Kong
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Notes:
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The ordinary resolution to be considered at the special general meeting will be determined by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. On voting by poll, each member shall have one vote for each share held in the Company. The results of the poll will be published on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.apstar.com) respectively.
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A member of the Company who is entitled to attend and vote at the special general meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a member of the Company. If more than one proxy is appointed, the number of shares in respect of which each proxy so appointed must be specified in the relevant form of proxy.
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A form of proxy for use at the special general meeting is enclosed herewith and such form is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.apstar.com) respectively.
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In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the special general meeting or any adjourned meeting thereof (as the case maybe) and in default thereof the form of proxy shall not be treated as valid.
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Completion and return of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the special general meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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As at the date of this notice, the board of the Company comprises 13 directors with Mr. Cheng Guangren (President) and Mr. Qi Liang (Vice President) as executive directors; Mr. Yuan Jie (Chairman), Mr. Lim Toon, Dr. Yin Yen-liang, Mr. Zhuo Chao, Mr. Fu Zhiheng, Mr. Lim Kian Soon and Mr. Tseng Ta-mon (alternate director to Dr. Yin Yen-liang) as non-executive directors and Dr. Lui King Man, Dr. Lam Sek Kong, Mr. Cui Liguo and Dr. Meng Xingguo as independent non-executive directors.
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If the ordinary resolution above cannot be passed, the registered capital to be contributed by China Aerospace Investment will be contributed by other parties (not being a connected person of the Company) designated by China Aerospace Investment or 國華軍民融合產業發展基金管理有限公 司.
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