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China Technology Industry Group Limited Proxy Solicitation & Information Statement 2012

Feb 21, 2012

51273_rns_2012-02-21_b5eeae4a-1164-42dc-baa3-758411a06c5f.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 notice, 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 notice.

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CHINA TECHNOLOGY SOLAR POWER HOLDINGS LIMITED 中科光電控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8111)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ Meeting ”) of China Technology Solar Power Holdings Limited (“ Company ”) will be held at Horizon Room, 7/F, Metropark Hotel Causeway Bay Hong Kong, 148 Tung Lo Wan Road, Causeway Bay, Hong Kong at 11:00 a.m. on 12 March 2012 for the purpose of considering and, if thought fit, with or without modifications, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) the supplemental agreement dated 30 January 2012 entered into by City Max International Limited, Good Million Investments Limited, the Company, Mr. Chiu Tung Ping and Ms. Yuen Hing Lan (“ Supplemental Agreement ”) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified; and

  • (b) the directors of the Company (“ Directors ”) or a duly authorised committee of the board of Directors be and are/is authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as they consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Supplemental Agreement and all transactions contemplated thereunder, and to agree to such variation, amendments or wavier or matters relating thereto (including any variation, amendments or waiver of such documents, which are not fundamentally different from those as provided in the Supplemental Agreement) as are, in the opinion of the Directors or the duly authorised committee, in the interest of the Company and its shareholders as a whole.”

By order of the Board China Technology Solar Power Holdings Limited Chiu Tung Ping Chairman and executive Director

Hong Kong, 22 February 2012

  • For identification purpose only

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Registered office: Principal place of business in Hong Kong: Cricket Square Room 1104, SUP Tower Hutchins Drive 75 King’s Road, Hong Kong P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

As at the date of this notice, the directors of the Company are as follows:

Executive Directors: Chiu Tung Ping (Chairman) Yuen Hing Lan Leung King Pak Wang Daling Hou Hsiao Bing Hou Hsiao Wen Ren Huiye

Independent non-executive Directors: Tam Kam Biu, William Zhou Jing Yang Guocai

Notes:

  • (1) A member of the Company entitled to attend and vote at the extraordinary general meeting convened by the above notice 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/her behalf. A proxy need not be a member of the Company but must be present in person at the extraordinary general meeting 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) In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the extraordinary general meeting or any adjournment thereof, should he so wish.

  • (3) Completion and return of an instrument appointing a proxy should not preclude a shareholder of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • (4) As required under the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, the resolution will be decided by way of a poll.

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This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 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.

This notice will remain on the Company’s website and on the GEM website with the domain name of www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting.

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