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China Energy Storage Technology Development Limited — Proxy Solicitation & Information Statement 2023
Mar 13, 2023
49722_rns_2023-03-13_01785e4e-0924-434c-8714-e51f80df5b57.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 licensed securities dealer or registered institution 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, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities 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 the 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)
(1) PROPOSED SHARE CONSOLIDATION AND
(2) NOTICE OF EGM
A notice convening the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at Units 5906–5912, 59th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Tuesday, 28 March 2023 at 10:30 a.m. is set out on pages 9 to 10 of this circular. A form of proxy for use for your Shareholders at the EGM is enclosed with this circular.
Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company’s branch share registrar in Hong Kong, 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 less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
This circular together with the form of proxy will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.link-asia.com.hk).
PRECAUTIONARY MEASURES
Precautionary measures are taken to safeguard the health and safety of Shareholders and attendees, and to prevent and control the spread of novel coronavirus (COVID-19) at the EGM, including:
-
. Compulsory body temperature checks for each attendee. Anyone with a body temperature above 37.5 degrees may be denied entry into the venue of the EGM, at the absolute discretion of the Company as permitted by law.
-
. Compulsory wearing of surgical face masks for each attendee and maintaining a safe distance between seats.
-
. No souvenirs, drinks or refreshments will be served at the EGM.
Any person who does not comply with the precautionary measures may be denied entry into the venue of the EGM. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the EGM as an alternative to attending the EGM in person.
13 March 2023
CONTENTS
| Page | |
|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii |
| EXPECTED TIMETABLE OF SHARE CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . . . | iv |
| LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:
-
‘‘Auditor’’ the auditor of the Company; ‘‘Board’’ the board of Directors;
-
‘‘Business Day(s)’’ a day on which banks are open for business in Hong Kong (excluding Saturdays and Sundays);
-
‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC;
-
‘‘Company’’ Link-Asia International MedTech Group Limited (環亞國際 醫療科技集團有限公司), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1143);
-
‘‘Consolidated Share(s)’’ Share(s) of HK$0.2 each in the issued share capital of the Company immediately following the Share Consolidation;
-
‘‘Director(s)’’ director(s) of the Company;
-
‘‘EGM’’ the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Share Consolidation;
-
‘‘Existing Share(s)’’ ordinary share(s) of HK$0.02 each in the share capital of the Company;
-
‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong;
-
‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited;
-
‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s Republic of China;
-
‘‘Latest Practicable Date’’ 8 March 2023, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein;
-
‘‘Listing Committee’’ has the meaning ascribed thereto in the Listing Rules;
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
– ii –
DEFINITIONS
-
‘‘Registrar’’ Tricor Investor Services Limited, the address of which is at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong;
-
‘‘Right Issues’’ Right issue on the basis of one (1) right share for every two (2) existing Shares held on the record date announced by the Company on 15 October 2021;
-
‘‘Share(s)’’ ordinary share(s) in the share capital of the Company;
-
‘‘Share Consolidation’’ the consolidation of every ten (10) issued and unissued Shares of par value of HK$0.02 each into one (1) Consolidated Share;
-
‘‘Share Option(s)’’ the option(s) to subscribe for new shares of the Company granted under the Share Option Scheme;
-
‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 10 March 2020;
-
‘‘Shareholder(s)’’ the holder(s) of the issued Share(s) and/or the Consolidated Share(s), as the case may be;
-
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; and
-
‘‘%’’ per cent.
– iii –
EXPECTED TIMETABLE OF SHARE CONSOLIDATION
The expected timetable for the implementation of the proposed Share Consolidation is set out below. The expected timetable is subject to the satisfaction of all the conditions of the Share Consolidation and is therefore for indicative purpose only. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.
| Event Date and time |
|---|
| Latest date and time for lodging transfer documents |
| in order to qualify for attending and voting |
| at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 22 March 2023, |
| 4:30 p.m. |
| Closure of register of members for |
| the entitlement to attend and vote at the EGM. . . . . . . . . . . . . Thursday, 23 March 2023 to |
| Tuesday, 28 March 2023 |
| (both days inclusive) |
| Latest date and time for lodging forms of proxy for the EGM |
| (not less than 48 hours prior to time of the EGM) . . . . . . . . . . . . Sunday, 26 March 2023, |
| 10:30 a.m. |
| Expected date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 March 2023, |
| 10:30 a.m. |
| Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 March 2023 |
| The following events are conditional on the fulfilment of the conditions for the |
| implementation of the Share Consolidation: |
| Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . Thursday, 30 March 2023 |
| First day for free exchange of existing share certificates |
| for new share certificates for Consolidated Shares. . . . . . . . . . . Thursday, 30 March 2023 |
| Commencement of dealings in the Consolidated Shares . . . . . . . . Thursday, 30 March 2023, |
| 9:00 a.m. |
| Original counter for trading in the Existing Shares |
| in board lots of 4,000 Existing Shares |
| (in the form of existing share certificates) |
| temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 30 March 2023, |
| 9:00 a.m. |
– iv –
EXPECTED TIMETABLE OF SHARE CONSOLIDATION
| Event | Date and time |
|---|---|
| Temporary counter for trading in Consolidated Shares | |
| in board lots of 400 Consolidated Shares | |
| (in the form of existing share certificates) opens . . . . . . . . . . . . Thursday, 30 March 2023, | |
| 9:00 a.m. | |
| Original counter for trading in Consolidated Shares | |
| in new board lots of 4,000 Consolidated Shares | |
| (in the form of new share certificates) re-opens . . . . . . . . . . . . . . . Tuesday, 18 April 2023, | |
| 9:00 a.m. | |
| Designated broker starts to stand in the market | |
| to provide matching services for the sale and purchase | |
| of odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 18 April 2023, | |
| 9:00 a.m. | |
| Parallel trading in Consolidated Shares | |
| (in the form of new and existing share certificates) begins . . . . . Tuesday, 18 April 2023, | |
| 9:00 a.m. | |
| Designated broker ceases to stand in the market | |
| to provide matching services for the sale and purchase | |
| of odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 9 May 2023, | |
| 4:00 p.m. | |
| Temporary counter for trading | |
| in board lots of 400 Consolidated Shares | |
| (in the form of existing share certificates) closes . . . . . . . . . . . . . . . Tuesday, 9 May 2023, | |
| 4:10 p.m. | |
| Parallel trading in Consolidated Shares | |
| (in the form of new and existing share certificates) ends. . . . . . . . Tuesday, 9 May 2023, | |
| 4:10 p.m. | |
| Last day for free exchange of existing share certificates | |
| for new share certificates for Consolidated Shares. . . . . . . . . . . . Thursday, 11 May 2023, | |
| 4:30 p.m. |
– v –
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 Mr. Wang Guozhen Mr. Li Yinxiang
Registered Office: Windward 3 Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands
Independent non-executive Directors:
Mr. Chak Chi Shing Mr. Li Huiwu Mr. Yang Weidong
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
13 March 2023
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED SHARE CONSOLIDATION AND (2) NOTICE OF EGM
1. INTRODUCTION
Reference is made to the announcement of the Company dated 24 February 2023 in relation to the proposed Share Consolidation.
The purpose of this circular is to (i) provide Shareholders with details of the Share Consolidation; and (ii) give the Shareholders notice of the EGM to consider and, if thought fit, to approve the Share Consolidation.
– 1 –
LETTER FROM THE BOARD
2. PROPOSED SHARE CONSOLIDATION
As disclosed in the announcement of the Company dated 24 February 2023, the Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Shares of HK$0.02 each will be consolidated into one (1) Consolidated Share of HK$0.2 each. The Shares are currently traded on the Main Board in board lots of 4,000 Shares. Upon the Share Consolidation becoming effective, the Consolidated Shares will continue to be traded in board lots of 4,000 Consolidated Shares.
Effects of the Proposed Share Consolidation
As at the Latest Practicable Date, the authorised share capital of the Company is HK$1,500,000,000 divided into 75,000,000,000 Shares of par value of HK$0.02 each, of which 1,725,291,855 Shares have been issued. Assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the EGM, immediately after the Share Consolidation, the authorised share capital of the Company shall become HK$1,500,000,000 divided into 7,500,000,000 Consolidated Shares of par value of HK$0.2 each, of which 172,529,185 Consolidated Shares will be in issue.
Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.
Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save that any fractional Consolidated Shares will not be allocated to Shareholders who may otherwise be entitled and the necessary professional expenses for the implementation of the Share Consolidation.
Fractional entitlement to Consolidated Shares
Fractional Consolidated Shares, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of existing share certificates held by such holder.
Conditions and expected effective date of the Share Consolidation
The Share Consolidation is conditional upon the following conditions being satisfied:
-
(i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;
-
(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and
– 2 –
LETTER FROM THE BOARD
- (iii) the compliance with the relevant procedures and requirements under the applicable laws of the Cayman Islands and the Listing Rules to effect the Share Consolidation.
Subject to the fulfilment of the above conditions, it is expected that the Share Consolidation will become effective on Thursday, 30 March 2023, which is the second Business Day immediately following the date of the EGM.
As at the Latest Practicable Date, none of the conditions above had been fulfilled.
Application for the listing of the Consolidated Shares
An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective and the Consolidated Shares which may be issued pursuant to the exercise of the options granted or which may be granted under the Share Option Scheme.
Subject to the granting of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.
None of the Existing Shares are listed or dealt in any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.
Adjustment in relation to other securities of the Company
As at the Latest Practicable Date, the Company has outstanding Share Options entitling the holders thereof to subscribe for a total of 30,982,791 Existing Shares (equivalent to 3,098,279 Consolidated Shares assuming the Share Consolidation has become effective) at the exercise price of HK$0.346 per Existing Share (equivalent to HK$3.46 per Consolidated Share assuming the Share Consolidation has become effective) under the Share Option Scheme. Subsequent to the grant of options, there are 1,012 Share Options (equivalent to 101 Share Options assuming the Share Consolidation has become effective) available for future grant. Under the relevant terms and conditions thereof, the Share Consolidation may lead to adjustments to the exercise price and the number of shares falling to be issued upon exercise of the Share Options pursuant to the terms thereof.
– 3 –
LETTER FROM THE BOARD
Save as disclosed above, the Company does not have any other derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares, as at the Latest Practicable Date.
Adjustments to Outstanding Share Options
Upon the Share Consolidation becoming effective, pursuant to the terms and conditions of the Share Option Scheme, the exercise price and the number of Shares to be issued upon full exercise of the outstanding Share Options granted under the Share Option Scheme will be adjusted in the following manner:
| Immediately after | Immediately after | ||||
|---|---|---|---|---|---|
| As at the | Latest | the Share Consolidation | |||
| Practicable Date | becoming effective | ||||
| Number of | |||||
| Exercise | underlying | Exercise | Adjusted | ||
| price per | Shares subject | price per | number of | ||
| Existing | to outstanding | Consolidated | outstanding | ||
| Date of grant | Exercise period | Share | Share Options | Share | Share Option |
| (note a) | (note b) | ||||
| (HK$) | (HK$) | ||||
| 28-Jan-21 | 2021.7.28–2026.1.27 | 0.346 | 10,666,184 | 3.46 | 1,066,618 |
| 28-Jan-21 | 2022.1.28–2026.1.27 | 0.346 | 20,316,607 | 3.46 | 2,031,661 |
| 30,982,791 | 3,098,279 |
Notes:
-
(a) The exercise price per share of share options has reflected the adjustment in relation to the Right Issues which completed on 23 November 2021.
-
(b) The number of Share Options has reflected the adjustment in relation to the Rights Issue which completed on 23 November 2021.
The Company will appoint Auditor or independent financial advisor to review and certify the basis of such adjustment to the exercise price of the outstanding share options and the number of Consolidated Shares to be issued upon the exercise of the share options in accordance with the requirements of the Listing Rules and the terms of the Share Option Scheme.
– 4 –
LETTER FROM THE BOARD
Board lots
The existing board lot of 4,000 Shares will remain unchanged upon the Share Consolidation becoming effective. The value of the current board lot, based on the closing price of HK$0.18 per Existing Share as at the Latest Practicable Date, was HK$720. Upon the Share Consolidation becoming effective, the expected value of each board lot of 4,000 Consolidated Shares, based solely on the closing price of HK$0.18 per Existing Share as at the Latest Practicable Date (equivalent to the theoretical closing price of HK$1.8 per Consolidated Share as at the Latest Practicable Date), is expected to be HK$7,200.
Arrangement on odd lot trading and matching services
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Kingsway Financial Services Group Limited to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Shareholders who wish to take advantage of this facility should contact Mr. So Man Hong of Kingsway Financial Services Group Limited at 7/F, Tower One, Lippo Centre, 89 Queensway, Hong Kong or at telephone number +852 2283 7698 from 9:00 a.m. on Tuesday, 18 April 2023 to 4:00 p.m. on Tuesday, 9 May 2023.
Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder, who is in any doubt about the odd lot arrangement, is recommended to consult his/her/its own professional advisers.
Shareholders or potential investors should note that (i) odd lots will be created after the Share Consolidation; (ii) odd lots arrangements do not guarantee successful matching of all odd lots at the relevant market price; and (iii) odd lots might be sold below the market price in the market.
Exchange of Share certificates
Subject to the Share Consolidation having become effective, Shareholders may during the specified period submit share certificates for Shares to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in exchange, at the expense of the Company, for new share certificates for the Consolidated Shares. Thereafter, certificates for Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate for Shares cancelled or each new share certificate issued for Consolidated Shares, whichever number of certificates cancelled/issued is higher. The existing share certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:10 p.m. on Tuesday, 9 May 2023, and thereafter will not be accepted for delivery, trading and settlement purposes. However, the existing share certificates will continue to be good evidence of title to the Consolidated Shares on the basis of ten (10) Shares for one (1)
– 5 –
LETTER FROM THE BOARD
Consolidated Share. The new share certificates for the Consolidated Shares will be issued in beige colour in order to distinguish them from the share certificates for the existing Shares which are in blue colour.
Reasons for and benefits of the Share Consolidation
Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. Further, the ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019 has further stated that (i) market price of the Shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.
For the past six months, the share price of the Company has been trading at or below HK$0.19, and the closing price of the Existing Shares on the Latest Practicable Date was HK$0.18. The existing board lot value has been less than HK$2,000. The Directors consider that the proposed Share Consolidation will increase the board lot value of the Existing Shares and would bring about a corresponding upward adjustment in the expected value per board lot. As such, it would enable the Company to comply with the trading requirements under the Listing Rules. Further, the Share Consolidation would reduce the overall transaction and handling costs of dealings in the shares of the Company as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction costs for each securities trade. It is believed that the adjusted share price as a result of the Share Consolidation would maintain the trading amount for each board lot at a reasonable level and will enhance the corporate image of the Company so as to make investing in the Shares more attractive to a broader range of institutional and professional investors and thus help to further broaden the shareholder base of the Company. The Directors also believe that the Share Consolidation will provide greater opportunity for and more flexibility in the Company’s possible equity fund raising in the future.
As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any concrete plan to conduct any fundraising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.
The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders.
– 6 –
LETTER FROM THE BOARD
3. EGM
A notice convening the EGM at which an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, to approve the Share Consolidation is set out on pages 9 to 10 of this circular. A form of proxy is enclosed for your use at the EGM. If you do not intend to attend and vote at the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable but in any event by 10:30 a.m. on Sunday, 26 March 2023 or not less than 48 hours before the time appointed for holding any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, the resolution set out in the notice of the EGM will be voted by poll. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under the Listing Rules.
4. CLOSURE OF REGISTER OF MEMBERS
To ascertain the Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 23 March 2023 to Tuesday, 28 March 2023 (both days inclusive), during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with 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 not later than 4:30 p.m. on Wednesday, 22 March 2023.
5. RECOMMENDATION
The Board considers the proposed Share Consolidation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.
– 7 –
LETTER FROM THE BOARD
6. 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 Company. 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.
By order of the Board Link-Asia International MedTech Group Limited Lin Dailian
Chairman and executive Director
– 8 –
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 the Extraordinary General Meeting (the ‘‘EGM’’) of Link-Asia International MedTech Group Limited (the ‘‘Company’’) will be held at Units 5906–5912, 59th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Tuesday, 28 March 2023 at 10:30 a.m. to consider and, if thought fit, pass, the following resolutions as ordinary resolutions at the EGM for the following purposes:
ORDINARY RESOLUTIONS
‘‘THAT subject to and conditional upon, among other things, the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and the permission to deal in, the Consolidated Shares (as defined below):
-
(a) with effect from the second business day immediately following the date on which this resolution is passed, every ten (10) issued and unissued ordinary shares of the Company of HK$0.02 each be consolidated into one (1) ordinary share of HK$0.2 each (each a ‘‘Consolidated Share’’), such Consolidated Shares shall rank pari passu in all respects with each other (the ‘‘Share Consolidation’’);
-
(b) all fractional entitlements to the issued Consolidated Shares resulting from the Share will be disregarded and will not be issued to the shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company; and
-
(c) any one of the Directors be and is hereby authorised generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the Share Consolidation.’’
By Order of the Board
Link-Asia International MedTech Group Limited Lin Dailian
Chairman and executive Director
Hong Kong, 13 March 2023
– 9 –
NOTICE OF EGM
Notes:
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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.
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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.
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