Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Beijing Yunji Technology Co., Ltd. Proxy Solicitation & Information Statement 2014

May 26, 2014

50748_rns_2014-05-26_3581f739-1e64-489c-8cd0-c86867d5767a.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

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.

==> picture [56 x 54] intentionally omitted <==

CHEONG MING INVESTMENTS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1196)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Cheong Ming Investments Limited (the “ Company ”) will be held at 10:00 a.m. on Wednesday, 11 June 2014 at Ching Room, 4/F, Sheraton Hong Kong Hotel and Towers, 20 Nathan Road, Tsim Sha Tsui, Hong Kong for the purpose of considering and, if thought fit, passing with or without modification the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. THAT : (a) the entire sum standing to the credit of the share premium account of the Company in the amount of approximately HK$107.4 million be cancelled with effect from 5:00 p.m. Hong Kong time on the day this resolution is passed and the credit arising from the cancellation of the above sum be applied to fund part of the Special Distribution (as defined in ordinary resolution No. 3 of the notice convening the meeting of which this resolution forms part) or, if completion under the Asset Reorganisation Agreement (as defined in ordinary resolution No. 2 of the notice convening the meeting of which this resolution forms part) does not take place, be transferred to the contributed surplus account of the Company to be used in any manner permitted by the laws of Bermuda and the bye-laws of the Company (“ Share Premium Reduction ”); and (b) the directors of the Company be and are hereby authorised to sign, execute, deliver, and do all such documents, deeds, acts, matters and things, as he may in his opinion or discretion consider reasonable, necessary, desirable or expedient to give effect to or to implement this resolution.”

  2. THAT : (a) the disposal by the Company of the entire issued share capital of Brilliant Stage Holdings Limited (the “ Asset Reorganisation ”) at a consideration of HK$180 million to Harmony Link Corporation (“ Harmony Link ”) pursuant to the conditional agreement dated 27 February 2014 between the Company and Harmony Link (the “ Asset Reorganisation Agreement ”, a copy of which has been produced to the meeting and marked “A” and signed by the chairman of the

1

meeting for identification purposes) and all transactions contemplated under the Asset Reorganisation Agreement be and are hereby approved; and (b) the directors of the Company be and are hereby authorised to sign, execute, deliver, and do all such documents, deeds, acts, matters and things, as he may in his opinion or discretion consider reasonable, necessary, desirable or expedient to give effect to the Asset Reorganisation and the Asset Reorganisation Agreement and the implementation of all transactions contemplated thereby and thereunder and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interest of the Company.”

  1. THAT subject to (i) the Share Premium Reduction (as defined in ordinary resolution No. 1 of the notice convening the meeting of which this resolution forms part) taking effect, (ii) the completion of the Asset Reorganisation Agreement (as defined in ordinary resolution No. 2 of the notice convening the meeting of which this resolution forms part) and (iii) compliance by the Company with the relevant procedures and requirements under Bermuda law to effect the Share Premium Reduction and the Special Distribution (as defined below): (a) the declaration and payment of a special dividend of HK$0.50 per ordinary share of the Company (“ Special Distribution ”) be made to the shareholders of the Company whose names appear on the Company’s register of members at the close of business on Wednesday, 18 June 2014 (or such other record date fixed by the board of directors of the Company for determining the entitlements to the Special Distribution) be and is hereby approved; and (b) the directors and officers of the Company be and are hereby authorised to sign, execute, deliver, and do all such documents, deeds, acts, matters and things, as he may in his opinion or discretion consider reasonable, necessary, desirable or expedient to implement and/or give effect to the payment of the Special Distribution.”

By Order of the Board Cheong Ming Investments Limited Lui Shing Ming, Brian Chairman

Hong Kong, 26 May 2014

Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street 4th Floor Hamilton HM 11 Mai Sik Industrial Building Bermuda 1-11 Kwai Ting Road Kwai Chung New Territories Hong Kong

2

Notes:

  1. A member entitled to attend and vote at the special general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the special general 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 each such proxy is so appointed.

  2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the office of 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 for holding the special general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the special general meeting or any adjournment thereof should he so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  3. Where there are joint holders of any share, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he/she were solely entitled to vote; but if more than one of such joint holders be present at the meeting in person or by proxy, then the one of such holders whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

As at the date of this announcement, the executive directors of the Company are Mr. Lui Shing Ming, Brian (Chairman), Mr. Lui Shing Cheong (Managing Director) and Mr. Lui Shing Chung, Victor; and the independent non-executive directors of the Company are Dr. Lam Chun Kong, Mr. Lo Wing Man and Dr. Ng Lai Man, Carmen.

3