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China Display Optoelectronics Technology Holdings Limited — Proxy Solicitation & Information Statement 2020
Oct 20, 2020
49136_rns_2020-10-20_3a9baebc-b91e-4b94-870c-b75b3fb257d1.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this announcement, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising from orin reliance upon the whole or any part of the contents of this announcement.
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SUNWAH KINGSWAY CAPITAL HOLDINGS LIMITED 新華滙富金融控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00188)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT a special general meeting (“ SGM ”) of Sunwah Kingsway Capital Holdings Limited (the “ Company ”) will be held at 7/F., Tower One, Lippo Centre, 89 Queensway, Hong Kong on Tuesday, 24 November 2020 at 10:30 a.m. (or at such time immediately following the conclusion (or adjournment) of the annual general meeting of the Company to be held on the same day and at the same place, whichever is later) for the purpose of considering and, if thought fit, with or without amendments, passing the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
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“ THAT subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the issued and unissued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the “ Share Consolidation ”):
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(a) with effect from the second business day immediately following the date on which this resolution is passed:
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(i) every ten (10) issued and unissued ordinary shares of par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) share of par value of HK$0.10 each (each a “ Consolidated Share ”);
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(ii) the Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the memorandum of association and bye-laws of the Company; and
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(iii) all fractional Consolidated Shares will be disregarded and not issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit for the Company; and
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- (b) the board of directors of the Company (the “ Directors ”) and such person or persons authorized by the Directors be and are hereby authorized to do all such acts and things and execute all such documents, including under seal where applicable, as the Directors shall, in their absolute discretion, consider necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation.”
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“ THAT subject to and conditional upon the granting of approval by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the shares of HK$0.01 each in the ordinary share capital of the Company, or the Consolidated Shares, as the case may be (collectively, “ Shares ”), to be issued pursuant to the exercise of the share options which may be granted under the proposed new share option scheme (the “ New Share Option Scheme ”), a copy of which is tabled at the SGM and marked “ A ”:
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(a) the New Share Option Scheme be and is hereby approved and adopted; and
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(b) the Directors be and are hereby authorized to, subject to the applicable laws, rules and regulations, including but not limited to the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) and the rules of the New Share Option Scheme:
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(i) grant options to subscribe for the Shares in accordance with the rules of the New Share Option Scheme;
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(ii) allot, issue and deal with from time to time such number of Shares as may be required to be issued pursuant to the exercise of the options under the New Share Option Scheme;
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(iii) modify and/ or amend the New Share Option Scheme from time to time;
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(iv) administer the New Share Option Scheme generally;
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(v) do all such acts and to enter into all such transactions, arrangements and agreements as the Directors in their sole discretion consider necessary, desirable or expedient in order to give full effect to the New Share Option Scheme; and
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(vi) consent, if the Directors in their sole discretion consider necessary, desirable or expedient, to such conditions, alteration and/or modification as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme.”
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Yours faithfully,
For and on behalf of the Board of
Sunwah Kingsway Capital Holdings Limited Vincent Wai Shun Lai Company Secretary
Hong Kong, 20 October 2020
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Notes:
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All resolutions at the SGM will be taken by poll pursuant to the Listing Rules. The results of the poll will be published on the Stock Exchange’s website (www.hkex.com.hk) and the Company’s website (www.sunwahkingsway.com) in accordance with the Listing Rules.
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A member of the Company entitled to attend and vote at the SGM is entitled to appoint one or more proxies, to attend and vote on his/her behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.
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To be valid, the form of proxy together with the authorization letter or other authority (if any) under which is signed or a notarially certified copy thereof, must be deposited at the branch share registrar of the Company, in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM, or any adjournment hereof.
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Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the SGM if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For the purposes of determining members’ eligibility to attend, speak and vote at the SGM, the latest time to lodge transfer documents for registration with the Company’s registrar will be 4:30 p.m. on Wednesday, 18th November 2020.
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Where there are joint registered holders of any share, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the SGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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If a Black Rainstorm Warning Signal is in force at or at any time after 9:00 a.m. on the date of the SGM, the SGM will be postponed or adjourned. The Company will post an announcement on the Stock Exchange’s website (www.hkex.com.hk) and the Company’s website (www.sunwahkingsway.com) to notify members of the date, time and place of the rescheduled SGM.
The SGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Members should decide on their own whether they would attend the SGM under bad weather condition bearing in mind their own situations.
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The translation into Chinese language of the above notice is for reference only. In case of any inconsistency, the English version shall prevail.
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Due to the recent development of the epidemic COVID-19, the Company will implement the following precautionary measures at the SGM against the epidemic to protect the members of the Company from the risk of infection:
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(i) compulsory body temperature check will be conducted for every member or proxy at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the venue;
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(ii) every member or proxy is required to (a) fill in health declaration form with information including travelling record and health condition; and (b) wear surgical facial mask throughout the SGM. Any person who refuses to follow the aforesaid will not be admitted to the venue;
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(iii) every member or proxy who has travelled from jurisdictions, which according to the Department of Health of Hong Kong would render such person subject to a quarantine order, within 14 days immediately prior to the SGM will not be admitted to the venue; and
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(iv) no refreshments will be served at the SGM.
Furthermore, the Company wishes to strongly advise the members, particularly those who are unwell or subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the SGM as a proxy to vote on the resolutions to be proposed at the SGM, instead of attending the SGM in person.
As at the date of this notice, the directors of the Company are Jonathan Koon Shum Choi as Chairman, Michael Koon Ming Choi as Chief Executive Officer & Executive Director, Janice Wing Kum Kwan and Lee G. Lam as Non-Executive Directors, Robert Tsai To Sze, Elizabeth Law and Huanfei Guan as Independent Non-Executive Directors.
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