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Comtec Solar Systems Group Limited Proxy Solicitation & Information Statement 2018

Jul 13, 2018

49415_rns_2018-07-13_54d5c1d4-e4e4-47a2-a65e-1efceaad9ccd.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.

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 Tuesday, 7 August 2018 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 16 July 2018 (the “ Circular ”), unless the context otherwise requires.

ORDINARY RESOLUTION

“That

  • (a) the Capital Increase Agreement dated 2 May 2018 entered into by and among Unisplendour Investment, Sino IC Leasing and Unis Si-Cloud, in relation to the capital increase transaction of Unis Si-Cloud and the transaction thereunder is hereby approved, confirmed and ratified, a copy of which is produced to the meeting marked “A” and initialed by the chairman of the SGM for the purpose of identification;

  • (b) any Director be and is hereby authorized 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 Capital Increase Agreement and the transactions 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 ZHANG Yadong Chairman

Hong Kong, 16 July 2018

  • for identification purposes only

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Notes:

  • (1) The Hong Kong branch register of members of the Company will be closed from Thursday, 2 August 2018 to Tuesday, 7 August 2018 (both days inclusive), for the purposes of determining the entitlements of the Shareholders of the Company to attend and vote at the SGM. No transfers of Shares and/or exercise of the outstanding Share Options and/or the conversion of the outstanding Convertible Bonds will be registered during that period. Shareholders whose name appear on the register of members of the Company on Tuesday, 7 August 2018 shall be entitled to attend and vote at the SGM. In order to qualify for the aforesaid entitlements, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Wednesday, 1 August 2018.

  • (2) 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.

  • (3) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized 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 authorized in writing.

  • (4) 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.

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