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China Electronics Huada Technology Company Limited — Proxy Solicitation & Information Statement 2016
Jul 19, 2016
48931_rns_2016-07-19_f48aef1f-8896-446b-a1b8-9fea1a2a1c66.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.
NEWAY GROUP HOLDINGS LIMITED 中星集團控股有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 00055)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (“ Meeting ”) of Neway Group Holdings Limited (“ Company ”) will be held at 11:00 a.m. on Friday, 5 August 2016 at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT
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(a) the sale and purchase agreement dated 25 April 2016 entered into among Preserve Capital Realty Limited as vendor, We-do-best Limited, a wholly-owned subsidiary of the Company, as purchaser and Mr. Suek Ka Lun, Ernie as guarantor in respect of the Acquisition (as defined in the circular of the Company dated 20 July 2016 (“ Circular ”), a copy of which is marked “A” and signed by the chairman of the meeting for identification purpose has been tabled at the meeting) (“ Sale and Purchase Agreement ”) be and is hereby approved, confirmed and ratified and the transactions contemplated thereunder be and are hereby approved;
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For identification purpose only
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- (b) any one of the directors of the Company be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he/she considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Sale and Purchase Agreement and all transactions contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the Sale and Purchase Agreement) as are, in the opinion of such director, in the interest of the Company and its shareholders as a whole.”
On behalf of the Board NEWAY GROUP HOLDINGS LIMITED Suek Ka Lun, Ernie Chairman
20 July 2016
Registered office: Principal place of business in Hong Kong: Clarendon House Chung Tai Printing Group Building Church Street 11 Yip Cheong Street Hamilton, HM 11 On Lok Tsuen, Fanling Bermuda New Territories Hong Kong
Notes:
- (1) A member of the Company entitled to attend and vote at the Meeting 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/her behalf. A proxy needs not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each proxy is so appointed.
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(2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. 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 and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
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(3) Completion and return of an instrument appointing a proxy will not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof and in such event the instrument appointing a proxy shall be deemed to be revoked.
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(4) As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolution will be decided by way of poll.
As at the date of this notice, the directors of the Company are Mr. Suek Ka Lun, Ernie (chairman) and Mr. Suek Chai Hong (chief executive officer) being the executive directors; Dr. Ng Wai Kwan, Mr. Chan Kwing Choi, Warren and Mr. Wong Sun Fat being the nonexecutive directors; and Mr. Tse Tin Tai, Ms. Lui Lai Ping, Cecily and Mr. Lee Kwok Wan, being the independent non-executive directors; and Mr. Lau Kam Cheong being the alternate director to Dr. Ng Wai Kwan.
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