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APT Satellite Holdings Limited Proxy Solicitation & Information Statement 2025

Jun 30, 2025

49643_rns_2025-06-30_1d25a8b5-2831-4a0a-bdfa-b2594875c631.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, made 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 RETAIL HOLDINGS LIMITED

國美零售控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 493)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the "SGM") of GOME Retail Holdings Limited (the "Company") will be held at Forum Room II & Forum Boardroom, Basement 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 17 July 2025 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT:

(a) the agreement dated 31 March 2025 (the "Agreement") entered into between the Company, Beijing Pengze Real Estate Co., Ltd. (the "Vendor"), a subsidiary of the Company, and Danube Innovation Limited (the "Bondholder"), pursuant to which the Vendor will transfer the right to the Property (as defined in the circular of the Company dated 10 June 2025 (the "Circular")) to an entity designated by the Bondholder (the "Purchaser") for the consideration of RMB301,500,000 (the "Asset Transfer"), which will be applied towards the discharge of an equivalent outstanding amount of the Bonds (as defined in the Circular), be and is hereby approved and confirmed;

(b) upon completion of the Asset Transfer, the issue by the Company of the Consideration Shares (as defined in the Circular) to the Bondholder at HK$1.255 per Share to settle the remaining outstanding principal amount of the Bonds, accrued interests and advances that have been made by the Purchaser on behalf of the Vendor, be and is hereby approved and confirmed; and

(c) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised to execute for and on behalf of the Company, and to sign all such documents, instruments and ancillary agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Agreement."

CLOSURE OF SHAREHOLDERS' REGISTER

For the purpose of determining the list of shareholders who are entitled to attend and vote at the SGM, the shareholders' register of the Company will be closed from Wednesday, 16 July 2025 to Thursday, 17 July 2025 (both dates inclusive). No transfer of Shares will be registered during these days. In order to qualify to attend and vote at the SGM, 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 Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 15 July 2025.

By Order of the Board

GOME RETAIL HOLDINGS LIMITED

ZOU Xiao Chun

Executive Director

Hong Kong, 30 June 2025


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Notes:

  1. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is holder of two or more shares of the Company may appoint more than one proxy to attend and vote instead of him/her. A proxy need not be a member of the Company.

  2. A form of proxy for use at the SGM is enclosed herewith.

  3. The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer or attorney duly authorised.

  4. The form of proxy and the power of attorney or other authority, (if any), under which it is signed or a notarially certified copy thereof must be lodged at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 48 hours before the time appointed for holding the SGM or any adjourned meeting (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the SGM or at any adjourned meeting (as the case may be) should they so wish.

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

  6. As at the date of this notice, the Board comprises Mr. Zou Xiao Chun, Mr. Ding Jiang Ning and Ms. Wei Ting as executive directors and Mr. Wang Gao, Mr. Lui Wai Ming and Mr. Liu Yin Hong as independent non-executive directors.

  7. For identification purpose only