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Ascletis Pharma Inc. Proxy Solicitation & Information Statement 2017

Oct 24, 2017

50081_rns_2017-10-24_872df213-7479-4436-8935-73c2d470f27a.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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世界(集團)有限公司 WORLD HOUSEWARE (HOLDINGS) LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 713)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of World Houseware (Holdings) Limited (the “Company”) will be held at the Lotus Room, 6th Floor, The Marco Polo Hongkong Hotel, Harbour City, Kowloon, Hong Kong at 4:30 p.m. on Thursday, 9 November 2017 for the purpose of considering and if thought fit, passing the following resolution as ordinary resolution of the Company:

THAT :

  • (a) the supplementary agreement dated 16 August 2017 (the “Agreement”), a copy of which has been produced to the EGM marked “A” and initialed by the Chairman of the meeting for the purpose of identification) entered between two wholly owned subsidiaries of the Company, Welidy Limited (“Welidy”) and World Plastic Mat (Baoan) Company Limited (“World Co. (Baoan)”) with Shenzhen Fantasia Real Estate Co., Ltd (“SFRECL”), Shenzhen Zhifu Real Estate Investment Development Co., Ltd and Fantasia Group (China) Co., Ltd. in which the parties have designated SFRECL as the executing entity(實施主體)of the Urban Renewal Project to obtain the approval from the PRC Government for the redevelopment and reconstruction works contemplated under the Urban Renewal Project, including but not limited to the demolition of the existing properties, the design, construction, renovation, completion, and the payment

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of all costs in connection thereto (including but not limited to the expenses incurred in connection with demolition, reconstruction, renovation, land premium and relevant tax and expenses) and apply to obtain the title certificates of the re-developed Relevant Properties and hand over the same to Welidy and World Co. (Baoan). Welidy and World Co. (Baoan) will provide to SFRECL the Existing Land which is being occupied by World Co. (Baoan) as its manufacturing factory in exchange for the Relevant Properties as replacement and monetary compensation under the Agreement; and

  • (b) the directors of the Company (the “Directors”) be and are hereby authorized to do all such acts and things, and to sign and execute all such further documents and to take all steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient or implement and/or give full effect to or in connection with the Agreement and the transactions contemplated thereunder.”

By Order of the Board Lee Tat Hing Chairman

Hong Kong, 25 October 2017

Registered office:

P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Head office and principal place of business in Hong Kong: Flat C, 18th Floor Bold Win Industrial Building 16-18 Wah Sing Street Kwai Chung New Territories Hong Kong

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Notes:

  1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the Articles of Association, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which such proxy is so appointed.

  2. A form of proxy for use at the meeting is enclosed. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the office of the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited of Level 22, Hopewell Centre, 183 Queen’s Road East,Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment hereof.

  3. The register of members of the Company will be closed from 2 November 2017 to 9 November 2017, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the right to attend and vote at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 1 November 2017.

As at the date of this announcement, the executive directors of the Company are Mr. Lee Tat Hing, Madam Fung Mei Po, Mr. Lee Chun Sing, Mr. Lee Pak Tung, Madam Chan Lai Kuen Anita, Mr. Lee Kwok Sing Stanley and Mr. Kwong Bau To; the non-executive director of the Company is Mr. Cheung Tze Man Edward; the independent non-executive directors of the Company are Mr. Tsui Chi Him Steve, Mr. Ho Tak Kay, Mr. Hui Chi Kuen Thomas and Mr. Shang Sze Ming.

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