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China Energy Storage Technology Development Limited — Proxy Solicitation & Information Statement 2023
Sep 7, 2023
49722_rns_2023-09-07_20da6722-d3b8-4ed0-b1ee-6be1b148c021.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Link-Asia International MedTech Group Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.
Link-Asia International MedTech Group Limited 環亞國際醫療科技集團有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 1143)
PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.
A notice convening the EGM to be held at Units 5906–5912, 59th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 22 September 2023 at 10:30 a.m. is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company at www.link-asia.com.hk.
Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so desire. In the event that you attend the meeting after having deposited a form of proxy, your form of proxy shall be deemed to be revoked.
7 September 2023
CONTENTS
| Page | |
|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 |
| NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | EGM-1 |
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
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‘‘Announcement’’ the announcement of the Company dated 10 August 2023 in respect of the Change of Company Name
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‘‘Board’’ the board of Directors
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‘‘Change of Company Name’’ the proposed change of the English name of the Company from ‘‘Link-Asia International MedTech Group Limited’’ to ‘‘China Energy Storage Technology Development Limited’’ and to change the dual foreign name in Chinese of the Company from ‘‘環亞國際醫療科技集團有限公司’’ to ‘‘中 國儲能科技發展有限公司’’
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‘‘Company’’ Link-Asia International MedTech Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange (Stock Code: 1143)
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‘‘Director(s)’’ director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be held at Units 5906–5912, 59th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 22 September 2023 at 10:30 a.m. (Hong Kong time) or any adjournment thereof to consider and, if thought fit, approve, the Change of Company Name, the notice of which is set out on pages EGM-1 to EGM-2 of this circular
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‘‘Group’’ the Company and its subsidiaries
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‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong
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‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China
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‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange
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‘‘Share(s)’’ ordinary share(s) of HK$0.2 each in the share capital of the Company
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‘‘Shareholder(s)’’ holder(s) of the issued Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
– 1 –
LETTER FROM THE BOARD
Link-Asia International MedTech Group Limited 環亞國際醫療科技集團有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 1143)
Executive Directors: Mr. Lin Dailian (Chairman) Mr. Liu Zhiwei Ms. Lin Xiaoshan Ms. Bian Sulan
Independent non-executive Directors: Mr. Chak Chi Shing Mr. Li Huiwu Mr. Wu Chi King
Registered office: Windward 3 Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands
Principal place of business in Hong Kong: Suites 3501 & 3513–14 35th Floor, Tower 6 The Gateway, Harbour City Tsim Sha Tsui, Kowloon Hong Kong
7 September 2023
To the Shareholders
Dear Sir or Madam,
PROPOSED CHANGE OF COMPANY NAME AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
Reference is made to the announcement of the Company dated 10 August 2023. The purpose of this circular is to provide you with information in respect of the resolution to be proposed at the EGM for the Change of Company Name; and the notice of the EGM to be convened and held for the purpose of considering and, if thought fit, approving the Change of Company Name.
– 2 –
LETTER FROM THE BOARD
PROPOSED CHANGE OF COMPANY NAME
The Board announced on 10 August 2023 that it proposed to change the English name of the Company from ‘‘Link-Asia International MedTech Group Limited’’ to ‘‘China Energy Storage Technology Development Limited’’ and to change the dual foreign name in Chinese of the Company from ‘‘環亞國際醫療科技集團有限公司’’ to ‘‘中國儲能科技發展有限公司’’ subject to the conditions set out below being fulfilled.
Conditions for the Change of Company Name
The Change of Company Name is subject to the fulfilment of the following conditions:
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(i) the passing of a special resolution by the Shareholders of the Company approving the Change of Company Name at the EGM of the Company; and
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(ii) the approval of the Registrar of Companies in the Cayman Islands obtained for the Change of Company Name.
Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect upon the date on which the Registrar of Companies in the Cayman Islands enters the new English name of the Company on the register of companies in place of the former English name and dual foreign name and issues a certificate of incorporation on change of name. The Company will then comply with the necessary registration and/or filing procedures with the Companies Registry in Hong Kong.
Reasons for the Change of Company Name
With the global carbon neutrality, energy transformation and the rapid growth of the penetration rate of new energy vehicles, energy storage has become the focus of the electronic and electrical equipment market. The Company intends to vigorously expand the production and sales of new energy storage equipment and supply chain services, energy storage system integration, new energy storage technology and supporting services businesses. It can seek to improve the profitability of the Company’s energy storage business under the dual benefits of policies and market demand and also provide a broader market space for the Company’s development. The Company has formulated a long-term strategy to further develop its business and to enhance its growth potential. The Board is of the view that the Change of Company Name will help to refresh the Company’s corporate image and identity and better reflect the Company’s business plans and development. Accordingly, the Board considers that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole.
Effect of the Change of Company Name
The Change of Company Name will not affect the rights of any Shareholder or the Company’s daily business operation and its financial position. All existing share certificates of the Company in issue bearing the existing name of the Company will, upon the Change of Company Name becoming effective, continue to be valid evidence of legal title to the Shares of the Company and will remain to be valid for trading, settlement, registration and delivery purposes.
– 3 –
LETTER FROM THE BOARD
Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new certificates bearing the new name of the Company. Upon the Change of Company Name becoming effective, any issue of share certificates thereafter will bear the new name of the Company and the securities of the Company will be traded on the Stock Exchange under the new name. In addition, the Company will change the English and Chinese stock short names accordingly after the Change of Company Name becomes effective, subject to the confirmation of the Stock Exchange.
Further announcement(s) will be made by the Company as and when appropriate on the results of the EGM, the effective dates of the Change of Company Name and the change of the English and Chinese stock short names.
EGM
A notice convening the EGM to be held at Units 5906–5912, 59th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 22 September 2023 at 10:30 a.m. (Hong Kong time) is set out on pages EGM-1 to EGM-2 of this circular for the purpose of considering and, if thought fit, passing the special resolution approving the Change of Company Name.
A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM (i.e. no later than 10:30 a.m. (Hong Kong time) on Wednesday, 20 September 2023) or at any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM, or at any adjournment thereof (as the case may be) if you so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the special resolution to be proposed at the EGM.
Voting by way of poll
Under Rule 13.39(4) of the Listing Rules and the Articles of Association, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the special resolution proposed at the EGM to approve the Change of Company Name will also be taken by poll. A poll results announcement will be made by the Company after the EGM in accordance with Rule 13.39(5) of the Listing Rules.
– 4 –
LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular 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 circular misleading.
RECOMMENDATION
The Board believes that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of the resolution as set out in the notice of EGM.
By order of the Board Link-Asia International MedTech Group Limited Lin Dailian
Chairman and Executive Director
– 5 –
NOTICE OF EGM
Link-Asia International MedTech Group Limited 環亞國際醫療科技集團有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 1143)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Link-Asia International Co. Ltd. (the ‘‘Company’’) will be held at Units 5906–5912, 59th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 22 September 2023 at 10:30 a.m. (Hong Kong time) for considering and, if thought fit, passing with or without amendments, the following resolution as a special resolution of the Company:
SPECIAL RESOLUTION
‘‘THAT subject to and conditional upon the necessary approval of the Registrar of the Companies of the Cayman Islands, the English name of the Company be changed from ‘‘LinkAsia International MedTech Group Limited’’ to ‘‘China Energy Storage Technology Development Limited’’ and its dual foreign name in Chinese be changed from ‘‘環亞國際醫療 科技集團有限公司’’ to ‘‘中國儲能科技發展有限公司’’ (the ‘‘Change of Company Name’’) with effect from the date of issue of a certificate of incorporation on change of name 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 Change of Company Name and to attend to any necessary registration and/ or filing for and on behalf of the Company.’’
By order of the Board Link-Asia International MedTech Group Limited Lin Dailian
Chairman and Executive Director
Hong Kong, 7 September 2023
Notes:
- A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association 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 EGM 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.
– EGM-1 –
NOTICE OF EGM
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A form of proxy for use of the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.
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In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
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In the case of joint holders of Shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such Shares as if he was solely entitled thereto, but if more than one such joint holders are present at the EGM 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 Shares shall alone be entitled to vote in respect thereof.
As at the date of this notice, the Board comprises Mr. Lin Dailian (Chairman), Mr. Liu Zhiwei, Ms. Bian Sulan and Ms. Lin Xiaoshan as executive Directors; Mr. Li Huiwu, Mr. Wu Chi King and Mr. Chak Chi Shing as independent non-executive Directors.
This notice, 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 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 notice 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 notice misleading.
– EGM-2 –