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China Silver Technology Holdings Limited — Proxy Solicitation & Information Statement 2017
Oct 30, 2017
49264_rns_2017-10-30_5c4bb5ea-fea4-4146-a768-83db30f3b9e0.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 ORIENT LIGHTING HOLDINGS LIMITED 達進 東 方 照 明 控 股 有 限 公 司
(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 ‘‘EGM’’) of TC Orient Lighting Holdings Limited (the ‘‘Company’’) will be held at Unit 1101A1, 11/F, East Ocean Centre, 98 Granville Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 15 November 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution of the Company:
ORDINARY RESOLUTION
‘‘THAT conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant the listing of and permission to deal in the Rights Shares (as defined below) in their nil-paid and fully-paid forms; and (ii) the filing and registration of all documents relating to the Rights Issue (as defined below) required to be filed or registered with the Registrar of Companies in Hong Kong in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance in Hong Kong:
- (a) the entering into and the terms and conditions of the underwriting agreement (the ‘‘Underwriting Agreement’’, a copy of which has been produced to the meeting marked ‘‘A’’ and signed by the chairman of the meeting for the purpose of identification) dated 22 September 2017 entered into between the Company and China Sky Securities Limited (the ‘‘Underwriter’’) in relation to the Rights Issue (as defined below) and the transactions contemplated thereunder (including the underwriting of the Rights Shares by the Underwriter) be and are hereby approved, confirmed and ratified;
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(b) the issue by way of rights issue (the ‘‘Rights Issue’’) of not less than 1,029,635,216 shares in the Company (‘‘Shares’’) and not more than 1,055,204,091 Shares in the Company (the ‘‘Rights Shares’’) at a subscription price of HK$0.13 per Rights Share to the shareholders of the Company (the ‘‘Shareholders’’) whose names shall appear on the register of members of the Company (the ‘‘Qualifying Shareholders’’) at the close of business on Monday, 27 November 2017 or such other date as the Company and the Underwriter may agree as the record date for determination of the entitlements of the Shareholders to the Rights Issue (the ‘‘Record Date’’) (excluding those Shareholders whose addresses on the register of members of the Company are outside Hong Kong on the Record Date and who are considered necessary or expedient by the Directors to be excluded from the Rights Issue after making enquiries regarding any applicable securities or other laws or regulations of any territory or jurisdiction, the ‘‘NonQualifying Shareholders’’) on the basis of one (1) Rights Share for every one (1) existing Share held on the Record Date and pursuant to the terms and conditions as set out in the Underwriting Agreement, be and is hereby approved;
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(c) the Directors be and are hereby authorized to issue and allot the Rights Shares pursuant to and in connection with the Rights Issue notwithstanding that (i) the Rights Shares may be offered, allotted or issued otherwise than pro rata to the Qualifying Shareholders and, in particular, the Directors be and are hereby authorized to make such exclusions or other arrangements in relation to fractional entitlements (where applicable) and/or Non-Qualifying Shareholders as they deem necessary, desirable or expedient having regard to any restrictions or obligations under the articles of association of the Company or the laws of any applicable jurisdiction and/or any rules or regulations of any recognized regulatory body or stock exchanges; and (ii) the Rights Shares which would otherwise have been made available for application by the Qualifying Shareholders or the Non-Qualifying Shareholders (as the case may be) will be made available for subscription under forms of application for excess Rights Shares; and
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(d) any one Director be and is hereby authorised to do all such acts and things, including to sign and execute all such documents and to take such steps as such Director in his/her absolute discretion considers necessary, appropriate, desirable or expedient to give effect to or in connection with the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder.’’
By order of the Board TC Orient Lighting Holdings Limited Chen Yongsen Chairman
Hong Kong, 31 October 2017
Registered Office: Head office and principal place in Hong Kong: Cricket Square Unit 1101A1, 11/F Hutchins Drive, P.O. Box 2681 East Ocean Centre Grand Cayman KY1-1111 98 Granville Road Cayman Islands Tsim Sha Tsui, Kowloon Hong Kong
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Notes:
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A member of the Company entitled to attend and vote at the EGM is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
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In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.
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In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the EGM.
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Completion and return of the form of proxy will not preclude members from attending and voting at the EGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolution to be proposed at the EGM convened by this notice will be voted on by way of poll.
As at the date of this notice, the executive Directors are Mr. Chen Yongsen (Chairman), Mr. Wang Shi Jin (Chief Executive Officer), Mr. Chen Hua, Mr. Xu Ming and Mr. Guo Jun Hao; and the independent non-executive Directors are Mr. Anson Poon Wai Kong, Mr. Li Hongxiang, Mr. Wong Kwok On, Mr. Bonathan Wai Ka Cheung and Ms. Chen Lei.
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