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China Technology Industry Group Limited Proxy Solicitation & Information Statement 2020

Jan 23, 2020

51273_rns_2020-01-23_7f503c0c-1e10-47e8-be63-8b0578187135.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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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 the extraordinary general meeting (“ EGM ”) of China Technology Solar Power Holdings Limited (“ Company ”) will be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 17 February 2020 at 2:30 p.m. for the following purposes:

SPECIAL RESOLUTION

As special business, to consider and, if thought fit, pass with or without amendments the following resolution as a special resolution:

  1. THAT :

    • (a) subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be and is hereby changed from “China Technology Solar Power Holdings Limited” to “China Technology Industry Group Limited” and “中國科技產業集團有限公司” be and is hereby adopted as the dual foreign name of the Company;

    • (b) any one director of the Company (“ Director ”) be and is hereby authorised to do all such acts and things and execute all documents as he/she considers necessary or expedient to give effect to the aforesaid change of name of the Company.”

  • For identification purpose only

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ORDINARY RESOLUTION

To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

  1. THAT :

    • (a) the specific mandate (the “ Specific Mandate ”) for the allotment and issue of 295,472,031 shares of the Company (the “ Consideration Shares ”), to be allotted and issued and credited as fully paid by the Company pursuant to the sale and purchase agreement dated 20 December 2019 between the Company and 天津市新慶光伏科技有限公司 (Tianjin Xinqing Solar Photovoltaic Technology Company Limited*) is hereby approved and confirmed; and

    • (b) the Directors be and are hereby authorised to execute all such documents and do all such acts and things and to sign all documents and to take any steps as they consider desirable, necessary or expedient in connection with and to give effect to the granting of the Specific Mandate for the allotment and issue of the Consideration Shares.”

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

Hong Kong, 23 January 2020

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

Principal place of

business in Hong Kong: Room 1801 18th Floor Kai Tak Commercial Building 317 & 319 Des Voeux Road Central Hong Kong

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

Executive Directors:

Chiu Tung Ping (Chairman) Yuen Hing Lan Hu Xin Tse Man Kit Keith

Independent non-executive Directors:

Ma Xingqin Meng Xianglin Dong Guangwu

  • For identification purposes only

Notes:

  1. A shareholder of the Company (“ Shareholder ”) 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, vote in his/her/its stead. A Shareholder who is the holder of two or more shares of the Company (“ Shares ”) may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at a general meeting of the Company. A proxy needs not be a Shareholder. In addition, a proxy shall be entitled to exercise the same powers on behalf of a Shareholder which is a corporation and for which he/she acts as proxy as such Shareholder could exercise if it were an individual Shareholder.

  2. For determining the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 12 February 2020 to Monday, 17 February 2020, both days inclusive, during which no transfer of the Shares will be effected. In order to be entitled to attend and vote at the EGM, all share transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share 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 for registration no later than 4:30 p.m. (Hong Kong time) on Tuesday, 11 February 2020.

  3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

  4. 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 notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 2:30 p.m. (Hong Kong time) on Saturday, 15 February 2020 or not later than 48 hours before the time appointed for any adjourned meeting of the EGM.

  5. Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.

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  1. In the case of joint holders of any Share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

  2. In compliance with the GEM Listing Rules, all resolutions to be proposed at the EGM will be voted by way of poll.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 document misleading.

This notice will remain on the website of the Company at www.chinatechsolar.com and the website of GEM at www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the date of its posting.

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