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China Silver Technology Holdings Limited — Proxy Solicitation & Information Statement 2010
Feb 10, 2010
49264_rns_2010-02-10_201cb6c5-366d-4086-9fca-a585400ea9a3.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 announcement, 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 announcement.
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TC INTERCONNECT HOLDINGS LIMITED
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(Incorporated in the Cayman Islands with limited liability) Website: www.tatchun.com (Stock Code: 515)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of TC Interconnect Holdings Limited (the “ Company ”) will be held at 31/F., Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong on Monday, 1 March 2010 at 15:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT
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(a) the six conditional warrant subscription agreements (the “ Warrant Subscription Agreements ”) dated 21 January 2010 and entered into between the Company as issuer and each of the six companies incorporated in the British Virgin Islands as subscribers (the “ Warrant Subscribers ”) respectively in relation to the subscription of the 35,000,000 non-listed warrants (the “ Warrants ”) by the Warrant Subscribers at the warrant issue price of HK$0.05 per unit of Warrant, which entitles the holder(s) thereof to subscribe for an aggregate HK$50,750,000 in shares (the “ Shares ”) of HK$0.10 each in the share capital of the Company at the initial warrant subscription price of HK$1.45 (subject to adjustment) per Share during a period of twelve months commencing from the date of issue of the Warrants (a copy of which is produced to the Meeting marked “A” and signed by the Chairman of the Meeting for the purpose of identification), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(b) the issue of the Warrants in accordance with the terms and conditions of the Warrant Subscription Agreements and the transactions contemplated thereunder be and is hereby approved;
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(c) conditional upon, among others, the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the new Shares (the “ New Shares ”) which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants, the allotment and issue of the New Shares to the relevant holder(s) of the Warrant(s) be and is hereby approved; and
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For identification purpose only
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- (d) any one director of the Company be and is hereby authorised to do all such things and acts as he/she may in his/her discretion considers as necessary, expedient or desirable for the purpose of or in connection with the implementation of the Warrant Subscription Agreements and the transactions contemplated thereunder, including but not limited to the execution all such documents under seal where applicable, as he/she considers necessary or expedient in his/her opinion to implement and/or give effect to the issue of the Warrants, and the allotment and issue of New Share(s) of which may fall to be issued upon exercise of the subscription rights attaching to the Warrants.”
By order of the Board TC Interconnect Holdings Limited Yeung Hoi Shan Chairman
Hong Kong, 11 February 2010
Registered office: Head office and principal place of business Cricket Square in Hong Kong: Hutchins Drive 31/F., Aiken Vanson Centre P.O. Box 2681 61 Hoi Yuen Road Grand Cayman KY1-1111 Kwun Tong Cayman Islands Kowloon Hong Kong
Notes:
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Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his/her stead. A proxy needs not be a member of the Company.
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In order to be valid, the form of proxy must be duly lodged at the Company’s branch registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.
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Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.
As at the date hereof, the executive Directors are Mr. Yeung Hoi Shan and Mr. Pak Shek Kuen, the non-executive Directors are Madam Li Jinxia, Mr. Yeung Tai Hoi and Mr. Cheung Kwok Ping, and the independent non-executive Directors are Mr. Cheung Sui Wing, Darius, Ms. Ho Man Kay and Mr. Wong Siu Fai, Albert.
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