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CM Energy Tech Co., Ltd. — Proxy Solicitation & Information Statement 2020
Nov 23, 2020
49033_rns_2020-11-23_c5092c3b-8c92-4252-a422-98208a57faa8.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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CMIC Ocean En-Tech Holding Co., Ltd. 華商國際海洋能源科技控股有限公司
(Incorporated in Cayman Islands with limited liability)
(Stock Code: 206)
NOTICE OF EXTRAORDINARY GENERAL MEETING
Words and expressions that are not expressly defined in this notice shall bear the same meaning as those defined in the circular to the shareholders of the Company dated 24 November 2020 (the “ Circular ”), unless the context requires otherwise.
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at the Company’s principal place of business in Hong Kong at Units 2706–2709, 27/F, One Harbourfront, 18 Tak Fung Street, Hunghom, Kowloon, Hong Kong on Tuesday, 15 December 2020 at 10:00 a.m. to consider and, if thought fit, to pass with or without amendments the following resolution(s) as ordinary resolution(s) of the Company:
ORDINARY RESOLUTION
“ THAT :
- (a) the Land Disposal Agreements dated 29 October 2020 (a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for the purpose of identification) and the consummation of the Land Disposals contemplated thereunder as more particularly described in the Circular and on the terms and conditions set out in the Land Disposal Agreements be hereby approved, ratified and confirmed; and
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- (b) authorization be granted to any one Director to complete and do all such acts or things (including executing all such documents, instruments and agreements as may be required) as the Company, such Director or, as the case may be, the Board may consider necessary, desirable or expedient or in the interest of the Company to give effect to the terms of the matters contemplated under the Land Disposal Agreements and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith.”
By order of the Board CMIC Ocean En-Tech Holding Co., Ltd Lou Dongyang Chairman
Hong Kong, 24 November 2020
Notes:
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The register of members of the Company will be closed from Thursday, 10 December 2020 to Tuesday, 15 December 2020, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for the entitlement to attend and vote at the meeting, all transfer documents, accompanied by the relevant share certificates, must be duly completed and lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 9 December 2020.
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Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his behalf. 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. A proxy need not be a member of the Company, but must attend the meeting in person to represent you.
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To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM (i.e. at 10:00 a.m. on 13 December 2020) (Hong Kong time) or any adjourned meeting.
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Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the EGM if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Where there are joint holders of any Share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such Share as if he was solely entitled thereto; but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
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Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolution(s) proposed at the EGM shall be voted by poll.
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Precautionary measures being taken to prevent and control the spread of the novel coronavirus pneumonia (COVID-19) at the Extraordinary General Meeting, including:
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(i) mandatory body temperature screening at the entrance of the venue for each attendee. Any person with a body temperature over 37.5°C shall not be permitted to enter the venue;
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(ii) use of a surgical face mask for each attendee;
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(iii) no distribution of corporate souvenirs/gifts or refreshments;
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(iv) appropriate distancing and spacing between seats; and
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(v) other measures may be required by governmental bodies.
Any attendee who does not comply with the precautionary measures or is subject to quarantine, with any flu-like symptoms, who has had close contact with any person under quarantine, or has travelled overseas within 14 days immediately before the Extraordinary General Meeting shall not be permitted to enter the venue. All shareholders are strongly encouraged to appoint the chairman of the meeting as their meeting proxy to vote on the relevant resolutions(s) at the Extraordinary General Meeting as an alternative to attending the Extraordinary General Meeting in person and contacting the Investor Relations Department of the Company for questions to management.
As of the date of this notice, the Board comprises 3 executive Directors, namely Mr. Cong Yongjian, Mr. Jiang Bing Hua and Mr. Zhang Menggui, Morgan; 4 non-executive Directors, namely Mr. Lou Dongyang, Mr. Wang Jianzhong, Ms. Fu Rui and Mr. Qian Zewei; and 4 independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Zou Zhendong, Mr. Chen Weidong and Mr. Sun Dongchang.
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