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China Silver Technology Holdings Limited Proxy Solicitation & Information Statement 2011

Oct 31, 2011

49264_rns_2011-10-31_9062e00d-e031-4e57-93d0-ffd875f9d7b3.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 you should take, 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 TC Interconnect Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale 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.

TC INTERCONNECT HOLDINGS LIMITED *** 達進精電控股有限公司 (Incorporated in the Cayman Islands with limited liability) website: www.tatchun.com (Stock Code: 515)**

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 31/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong, on Monday, 5 December 2011, at 2:00 p.m., is contained in this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

1 November 2011

* For identification purpose only

CONTENTS

Page
Definitions...................................................................................................................................... 1
Letter from the Board.................................................................................................................. 3
Notice of the EGM........................................................................................................................ 6

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

  • “Announcement”

the announcement of the Company dated 17 October 2011 in relation to the Change of Name

  • “Board”

the board of Directors

  • “Change of Name”

  • the proposed change of name of the Company from “TC Interconnect Holdings Limited” to “TC Orient Lighting Holdings Limited”, and the adoption of a new Chinese name “達進東方照明控股有限公司” and “ 達進精電控股有限公司” be cancelled for identification purpose

  • “Company”

  • TC Interconnect Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange

  • “Director(s)” director(s) of the Company

  • “EGM” the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and approve the Change of Name

  • “Group” the Company and its subsidiaries

  • “Hong Kong”

  • Hong Kong Special Administrative Region of the People’s Republic of China

  • “Listing Rules”

  • the Rules Governing the Listing of Securities on the Stock Exchange

  • “Notice of the EGM”

  • The notice convening the EGM as set out on pages 6 to 7 of this circular

  • “EGM” the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and approve the Change of Name

  • “Share(s)” ordinary share(s) of HK$0.1 in the share capital of the Company

  • “Shareholder(s)” holder(s) of the Share(s)

– 1 –

DEFINITIONS

“Special Resolution” the proposed special resolution on the Change of Company Name as referred to in the Notice of the EGM “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong

– 2 –

LETTER FROM THE BOARD

**TC INTERCONNECT HOLDINGS LIMITED *** 達進精電控股有限公司

(Incorporated in the Cayman Islands with limited liability) website: www.tatchun.com

(Stock Code: 515)

Executive Directors: Mr. Yeung Hoi Shan (Chairman) Mr. Pak Shek Kuen Mr. Zhu Jianqin

Non-executive Directors: Madam Li Jinxia Mr. Yeung Tai Hoi

Independent non-executive Directors: Mr. Cheung Sui Wing, Darius Ms. Ho Man Kay Mr. Wong Siu Fai, Albert

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head Office and Principal place of business in Hong Kong: 31/F Aitken Vanson Centre 61 Hoi Yuen Road Kwun Tong Kowloon Hong Kong

1 November 2011

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 in relation to the Change of Name. The purpose of this circular is to provide you with the information relating to the resolution to be proposed at the EGM for the Change of Name and to give you the notice convening the EGM.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

CHANGE OF NAME OF THE COMPANY

The proposal

The Board announced on 17 October 2011 that it proposed to change the name of the Company from “TC Interconnect Holdings Limited” to “ TC Orient Lighting Holdings Limited” and a new Chinese name “達進東方照明控股有限公司” will also be adopted and “ 達進精電控股有限公司” will be cancelled for identification purpose.

Conditions

The Change of Name is subject to the satisfaction of the following conditions:

  1. the passing of a special resolution by the Shareholders approving the Change of Name at the EGM; and

  2. if necessary, the Registrar of Companies in the Cayman Islands approving the change of name of the Company.

Reasons for the Change of Name

Reference is made to the Announcement in relation to the Change of Name. The Group is principally engaged in manufacturing and trading of broad range of light-emitting diode/LED lighting and printed circuit boards (“ PCBs ”) including single-sided PCBs, double-sided PCBs and multi-layered PCBs. The Board considers that the Change of Name can more accurately reflect the principal activities of the Group. In addition, the new name can also refresh the Company’s corporate image and identity.

The Board is of the opinion that the Change of Company Name will clearly benefit the Company’s future business development and is in the best interests of the Company and the Shareholders as a whole.

Effects on the Change of Name

The Change of Company Name will not affect any of the rights of the Shareholders or the Company’s daily business operation and its financial position.

The Change of Company Name will be effective on the date of the issuance of the certificate of incorporation on the change of name by Registrar of Companies in the Cayman Islands. Thereafter, share certificates of the Company will be issued in the new name of the Company. However, all existing share certificates in issue bearing the existing name of the Company will, after the Change of Name has become effective, continue to be effective as documents of title to and be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for the exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

– 4 –

LETTER FROM THE BOARD

Further announcements will be made by the Company to inform the Shareholders of results of the EGM, the effective dates of the Change of Company Name and the new stock short name of the shares of the Company.

EGM

The Change of Name is subject to, among other matters, the approval of the Shareholders at the EGM. The resolution will be voted by way of poll at the EGM. To the best of the Directors’ knowledge, none of the Shareholders have a material interest in the Change of Name and are required to abstain from voting at the EGM.

A notice convening the EGM at 31/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong, on Monday, 5 December 2011, at 2:00 p.m., is set out on pages 6 to 7 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrars, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting thereof (as the case may be) should you so desire.

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.

RECOMMENDATION

The Board considers that the Change of Name is in the interests of the Company and the Shareholders as a whole, and therefore recommends the Shareholders to vote in favour of the resolution approving the Change of Name at the EGM.

By Order of the Board TC Interconnect Holdings Limited YEUNG HOI SHAN Chairman

– 5 –

NOTICE OF EGM

**TC INTERCONNECT HOLDINGS LIMITED *** 達進精電控股有限公司

(Incorporated in the Cayman Islands with limited liability)

website: www.tatchun.com

(Stock Code: 515)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) 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, 5 December 2011, at 2:00 p.m., for the following purpose of considering and, if thought fit, passing with or without amendments, the following resolution:

SPECIAL RESOLUTION

THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the name of the Company be and is hereby changed from “TC Interconnect Holdings Limited” to “TC Orient Lighting Holdings Limited”, and a new Chinese name “達進東方 照明控股有限公司” be adopted and “ 達進精電控股有限公司” be cancelled for identification purpose with effect from the date of entry of the new names on the register maintained by the Registrar of Companies in the Cayman Islands, and that the directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid change of name of the Company.”

By Order of the Board TC Interconnect Holdings Limited YEUNG HOI SHAN Chairman

Hong Kong, 1 November 2011

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head Office and Principal place of business in Hong Kong: 31/F Aitken Vanson Centre 61 Hoi Yuen Road Kwun Tong Kowloon Hong Kong

* For identification purpose only

– 6 –

NOTICE OF EGM

Notes:

  1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy 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.

  2. Whether or not you intend 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. 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.

  3. 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 branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  4. 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 share as if he was solely entitled thereto, but if more than one of such joint holder 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.

– 7 –