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Beijing Yunji Technology Co., Ltd. — Proxy Solicitation & Information Statement 2015
Mar 11, 2015
50748_rns_2015-03-11_b49083b9-d70f-4d4f-9e91-b57f25744aab.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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(Incorporated in Bermuda with limited liability) (Stock code: 1196)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of Realord Group Holdings Limited (the “ Company ”) will be held at Capital Conference Services Limited at Suite 2418, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong on Monday, 30 March 2015 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification the following resolution as ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT :
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(a) the subscription agreement dated 28 January 2015 (the “ Subscription Agreement ”) (a copy of which has been produced to the meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification) entered into between the Company and Manureen Holdings Limited (“ MHL ”) in respect of the allotment and issuance of 360,000,000 new shares (the “ Subscription Shares ”) of the Company and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(b) subject to fulfillment (or waiver as the case may be) of the conditions precedent set out in the Subscription Agreement, the allotment and issuance by the Company of the Subscription Shares pursuant to and in accordance with the terms and conditions of the Subscription Agreement be and is hereby approved;
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(c) the directors of the Company be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the Subscription Shares to MHL pursuant to and in accordance with the terms and conditions of the Subscription Agreement; and
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- (d) any one director of the Company, or the company secretary of the Company be and is/are hereby authorised to exercise all powers of the Company and take all such actions and/or sign and/or affixing the common seal of the Company (if required) all such documents to effect the allotment and issuance of the Subscription Shares as he in his absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Subscription under the Subscription Agreement and the transactions contemplated thereunder.”
By Order of the Board Realord Group Holdings Limited Lin Xiaohui Chairman
Hong Kong, 12 March 2015
Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Suites 2403-2410 Hamilton HM 11 24/F, Jardine House Bermuda 1 Connaught Place Central, Hong Kong
Notes:
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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.
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A form of proxy for use at the special general meeting is enclosed. 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 or upon the poll concerned. Completion and return of a form of proxy will not preclude a member 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.
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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 are present at the meeting in person or by proxy, then the one of such joint holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
As at the date of this notice, the executive directors of the Company are Mr. Lin Xiaohui, Madam Su Jiaohua and Mr. Lin Xiaodong; and the independent non-executive directors of the Company are Mr. Yu Leung Fai, Mr. Fang Jixin and Dr. Li Jue.
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