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Beijing Beida Jade Bird Universal Sci-Tech Company Limited Proxy Solicitation & Information Statement 2021

Feb 5, 2021

51266_rns_2021-02-05_6a448502-e7dd-482e-8160-83beb9c49d0d.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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北京北大青鳥環宇科技股份有限公司 BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 08095)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (“ Company ”) will be held at 10:30 a.m. on Tuesday, 2 March 2021 at Conference Room A, Block B, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the People’s Republic of China (“ PRC ”), for the purpose of considering and, if thought fit, passing the following resolutions as special resolutions of the Company:

SPECIAL RESOLUTIONS

  1. THAT:

  2. (a) the directors (“ Directors ”) of the Company be and are hereby granted the specific mandate to exercise the powers of the Company to allot and issue no more than 400,000,000 New H shares of the Company (“ New H Shares Issue ”) pursuant to the terms and conditions set out in the circular of the Company dated 8 February 2021 (“ Circular ”), a copy of which is marked “A” and signed by the chairman of the SGM for identification purpose has been tabled at the SGM; and

  3. (b) the board of Directors (“ Board ”) and any Director(s) delegated by the Board (acting individually or collectively) be and are hereby authorised, for and on behalf of the Company, to complete and do all such acts or things as such Director may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the New H Shares Issue (including but not limited to those set out in the Circular) and the transactions contemplated thereunder.”

THAT:

  • (a) the proposed amendments to Article 17, Article 18 and Article 21 of the articles of association of the Company (“ Articles of Association ”) in respect of the issued share capital, registered share capital and capital structure of the Company subsequent to completion of the New H Shares Issue be and are hereby approved; and

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  • (b) the Board and any Director(s) delegated by the Board (acting individually or collectively) be and are hereby granted the authority to make necessary consequential amendments to Article 17, Article 18 and Article 21 of the Articles of Association in respect of the issued share capital, registered share capital and capital structure of the Company subsequent to completion of the New H Shares Issue, and to make relevant registration and filing procedures with the relevant governmental authorities and to do all such acts or things as such Director may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the amendments to the Articles of Association.”

On behalf of the Board Beijing Beida Jade Bird Universal Sci-Tech Company Limited Ni Jinlei Chairman

Beijing, the PRC 8 February 2021

Notes:

  • (A) The registers of shareholders of the Company (“ Shareholders ”) will be closed from Thursday, 25 February 2021 to Tuesday, 2 March 2021 (both days inclusive) during which period no transfer of shares of the Company (“ Shares ”) will be registered. In order to qualify for the entitlement to attend and vote at the SGM, all transfer of H Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, by 4:30 p.m. on Wednesday, 24 February 2021.

The address of Hong Kong Registrars Limited is as follows:

17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong

(Fax no: 852-2865-0990)

  • (B) Each holder of H Shares entitled to attend and vote at the SGM shall have the right to appoint one or several persons who may not be Shareholders to act as his/her proxy to attend and vote at the SGM on his/ her behalf.

  • (C) The instrument appointing a proxy must be in writing under the hand of the principal or his/her attorney duly authorised in writing; for a legal person, the form of proxy must be affixed with the common seal or signed by its director or attorney duly authorized in writing. If that instrument is signed by a person authorized by the principal, the power of attorney or other authorization documents authorized to be signed shall be notarized.

  • (D) The instrument of proxy, and if the instrument of proxy is signed by a person authorized by the principal, a notarized copy of that power of attorney or other authorization documents, must be deposited at the Company’s H share registrar in Hong Kong, Hong Kong Registrars Limited, by 10:30 a.m. on Monday, 1 March 2021 or not less than 24 hours before the time for holding any adjournment of the SGM in order for such documents to be valid.

The address of Hong Kong Registrars Limited is as follows:

17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong

(Fax no: 852-2865-0990)

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  • (E) Each holder of non-listed Shares entitled to attend and vote at the SGM shall have the right to appoint in writing one or several persons (who may not be Shareholders) to act as his/her proxy to attend and vote at the SGM on his/her behalf. Notes (C) and (D) above also apply to holders of non-listed Shares, except that the instrument of proxy or other documents of authority must be deposited at the principal place of business of the Company in Beijing, by 10:30 a.m. on Monday, 1 March 2021 or not less than 24 hours before the time for holding any adjournment of the SGM in order for such documents to be valid.

The principal place of business of the Company in Beijing is as follows:

3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC

(Fax no: 86-10-6275-8434)

  • (F) If a Shareholder appoints others to attend the SGM, the proxy shall produce his/her own identification document and the instrument of proxy signed by the proxy or his/her legal representative, and specifying the date of its issuance. If a legal person Shareholder appoints a proxy to attend the SGM, such proxy should produce his/her identification documents and a notarized copy of the resolution of the board of directors of the legal person appointing such proxy.

  • (G) The SGM is expected to last for 30 minutes. Shareholders attending the SGM are responsible for their own transportation and accommodation expenses.

  • (H) The resolutions at the SGM will be taken by poll pursuant to the Rules (“ GEM Listing Rules ”) Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) and the results of the poll will be published on the websites of GEM of the Stock Exchange and the Company in accordance with the GEM Listing Rules.

As at the date of this notice, Mr. Ni Jinlei, Mr. Zhang Wanzhong and Ms. Zheng Zhong are executive Directors, Ms. Xue Li, Mr. Xiang Lei and Mr. Ip Wing Wai are non-executive Directors and Mr. Tang Xuan, Mr. Li Juncai, Mr. Li Chonghua and Mr. Shen Wei are independent non-executive Directors.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.

This notice will remain on the website of GEM of the Stock Exchange at “www.hkgem.com” on the “Latest Company Announcements” page for at least 7 days from the date of its posting and on the website of the Company at “www.jbu.com.cn”.

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