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.

China Electronics Huada Technology Company Limited Proxy Solicitation & Information Statement 2017

May 17, 2017

48931_rns_2017-05-17_db3227f6-b79f-4498-9153-a9c2f88695bd.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 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 11:30 a.m. (and immediately after the annual general meeting of the Company convened to be held on the same day shall have been concluded or adjourned) on Friday 9 June 2017 at Daisy Room and Freesia Room, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong to consider and, if thought fit, pass, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) the state-owned land swap agreement (“ Land Swap Agreement ”) and the compensation agreement (“ Compensation Agreement ”) both dated 17 March 2017 entered into between 廣東清遠高新技術產業開發區管理委員會, 中大印刷(清遠)有限公司 (an indirectly wholly-owned subsidiary of the Company,) and 清遠市清城區源潭鎮人民 政府 in respect of the Land Swap (as defined in the circular of the Company dated 18 May 2017 (“ 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) be and are hereby approved, confirmed and ratified and the transactions contemplated thereunder be and are hereby approved; and

  • For identification purpose only

1

  • (b) any one of the directors of the Company (“ Directors ”) 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 Land Swap Agreement and the Compensation 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 Land Swap Agreement and the Compensation 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

Hong Kong, 18 May 2017

Registered office: Principal place of business in Hong Kong: Clarendon House Chung Tai Printing Group Building 2 Church Street 11 Yip Cheong Street Hamilton, HM 11 On Lok Tsuen, Fanling Bermuda New Territories Hong Kong

2

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 need 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 such proxy is so appointed.

  • (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 by 11:30 a.m. (Hong Kong time) on Wednesday, 7 June 2017 or not later than 48 hours before the time appointed for holding the adjourned meeting, if any.

  • (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.

  • (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.

  • (5) For determining the entitlement of shareholders of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from Monday, 5 June 2017 to Friday, 9 June 2017, both days inclusive, during which no transfer of shares of the Company will be effected. In order to be entitled to attend and vote at the Meeting, all share transfers accompanied by the relevant share certificates must be lodged with 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 for registration no later than 4:30 p.m. (Hong Kong time) on Friday, 2 June 2017.

As at the date of this notice, the Directors 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 non-executive Directors; and Mr. Tse Tin Tai, Ms. Lui Lai Ping, Cecily, Mr. Lee Kwok Wan and Mr. Lai Sai Wo, Ricky, being the independent non-executive Directors; and Mr. Lau Kam Cheong being the alternate Director to Dr. Ng Wai Kwan.

3