AI assistant
Century Plaza Hotel Group — Proxy Solicitation & Information Statement 2018
Mar 29, 2018
51386_rns_2018-03-29_c5765643-2a3b-4f82-b2b4-4a232437efc1.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) 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.
KING FORCE GROUP HOLDINGS LIMITED 冠輝集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 08315)
NOTICE OF EGM
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of King Force Group Holdings Limited (the “ Company ”) will be held on Friday, 20 April 2018 at 11:00 a.m. at Room 1101, 11/F, 118 Connaught Road West, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as:
ORDINARY RESOLUTION
-
“ THAT subject to and conditional upon, among others, the granting by The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the issued ordinary shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the “ Share Consolidation ”):
-
(a) with effect from the business day immediately following the date on which this resolution is passed, being a day on which shares are traded on The Stock Exchange, every ten (10) issued and unissued ordinary shares of par value HK$0.001 each in the share capital of the Company (the “ Existing Shares ”) be consolidated into one (1) share with a par value of HK$0.01 each (each a “ Consolidated Share ”). Such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of the Company;
-
(b) all fractional Consolidated Shares will be disregarded and not be issued to the holders of the Existing Shares but will be aggregated and, if possible, sold for the benefit of the Company; and
1
- (c) the directors of the Company be and are generally authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoing arrangements for the share consolidation.”
SPECIAL RESOLUTION
- “ THAT subject to and conditional upon approval of the Registrar of the Companies in the Cayman Islands, the English name of the Company be changed from “King Force Group Holdings Limited” to “Bei Dou Technology Group Holdings Limited” and the Chinese name of the Company from “冠輝集團控股有限公司” to “北斗科 技集團控股有限公司” (the “ Change of Company Name ”) with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands, and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”
Yours faithfully, By order of the Board Wong Ka Shing Company Secretary
Hong Kong, 29 March 2018
Notes:
-
Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.
-
The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised on its behalf.
-
Where there are joint registered holders of any shares, any one of such persons may vote at the above Meeting (or any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders by present at the above Meeting personally or by proxy, that one of the said persons 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.
2
-
In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 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 thereof.
-
Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
The transfer books and register of members of the Company will be closed from 17 April 2018 to 20 April 2018, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 16 April 2018.
As at the date of this announcement, the executive Directors are Mr. Li Mingming, Mr. Cheng Rui, Ms. Li Liping and Mr. Chen Yunchuo; and the independent non-executive Directors are Mr. Xiong Hong, Mr. Wan Tat Wai David and Mr. Ho Yuk Ming Hugo.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange 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 announcement 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 announcement misleading.
This announcement will remain on the “Latest Company Announcements” page of the Stock Exchange’s website at www.hkexnews.hk for 7 days from the date of its posting. This announcement will also be posted on the Company’s website at www.kingforce.com.hk.
3