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Comtec Solar Systems Group Limited — AGM Information 2017
Mar 14, 2017
49415_rns_2017-03-14_46e72a9e-2f58-4e2a-aa54-777fa9d44f78.pdf
AGM Information
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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.
UNISPLENDOUR TECHNOLOGY (HOLDINGS) LIMITED 紫光科技(控股)有限公司 * (Incorporated in Bermuda with limited liability) (Stock code: 00365)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of Unisplendour Technology (Holdings) Limited (the “ Company ”) will be held at Unit 02-03, 69/F, International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 30 March 2017 at 9:00 a.m. (or any adjournment thereof), for the purpose of considering and, if thought fit, passing with or without modifications the following resolution as ordinary resolution of the Company. Capitalised terms used herein without definition shall have the same meanings as in the circular issued by the Company on 15 March 2017 (the “ Circular ”), unless the context otherwise requires.
ORDINARY RESOLUTION
“That
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(a) the Supplemental Deed dated 7 March 2017 entered into between the Company and Unis Technology Strategy pursuant to which the Company and Unis Technology Strategy agreed to amend certain terms and conditions of the Convertible Bonds to the effect that the Conversion Price shall not be subject to further adjustment of the occurrence of dilutive events set forth in paragraph (d), (f), (g) and (h) under the heading of “Anti-dilution adjustments” in the Issuance Circular (the “ Subject Dilutive Events ”) (the “ Proposed Amendments ”) be and is hereby approved, confirmed and ratified, a copy of which is produced to the meeting marked “A” and initialled by the chairman of the SGM for the purpose of identification;
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(b) subject to the Stock Exchange’s approval for the Proposed Amendments pursuant to the Listing Rules and the Listing Committee’s approval for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange, the Board be and is hereby granted a Specific Mandate for the allotment and issue of the Conversion Shares pursuant to the terms and conditions of the Convertible Bonds as amended by the Supplemental Deed (the “ Specific Mandate ”); and
- for identification purpose only
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- (c) any Director be and is hereby authorised for and on behalf of the Company to do such acts and things, to sign and execute all such further documents and to take such steps as he may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Supplemental Deed and the Proposed Amendments contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.”
Yours faithfully, On behalf of the Board Unisplendour Technology (Holdings) Limited Wang Huixuan Chairman
Hong Kong, 15 March 2017
Notes:
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(1) A Shareholder of the Company entitled to attend and vote at the special general meeting of the Company is entitled to appoint another person as his proxy to attend and, subject to the provisions of the Bye-laws of the Company, vote on his behalf. A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a Shareholder of the Company.
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(2) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If the appointer is a corporation, then the instrument shall be signed under seal or under hand of an officer, attorney or other person authorised in writing.
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(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 notarially certified copy of that power or authority, must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for the holding of the special general meeting or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person should he so desire and in such event the instrument appointing a proxy shall be deemed to be revoked.
As at the date of this announcement, the Directors are Mr. Wang Huixuan, Mr. Qi Lian and Mr. Xia Yuan as executive Directors; Mr. Li Zhongxiang as non-executive Director; and Mr. Cui Yuzhi, Mr. Bao Yi and Mr. Ping Fan as independent non-executive Directors.
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