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Continental Aerospace Technologies Holding Limited — Proxy Solicitation & Information Statement 2018
Oct 25, 2018
49054_rns_2018-10-25_379c822f-afec-4dd1-abf5-ded3d68cd1d5.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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(Incorporated in Bermuda with limited liability)
(Stock code: 232)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of AVIC International Holding (HK) Limited (the “ Company ”) will be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 9 November 2018 at 2:30 p.m. (the “ SGM ”) for the purposes of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company.
ORDINARY RESULUTION
“ THAT:
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(a) the SPA dated 30 September 2018 entered into between the Company and Shengtong Holding Limited (盛通控股有限公司) (the “Purchaser”) in relation to the disposal of the entire issued share capital of Ease Triumph International Limited (拓業國際有限公司) (“ Ease Triumph ”) and the outstanding shareholder’s loans owed by East Triumph to the Company to the Purchaser and the transactions contemplated thereunder be and are hereby confirmed, approved and ratified; and
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(b) any one or more of the directors of the Company (the “ Directors ”) be and is/are hereby authorised to do all such acts and things and execute all such documents (in case of execution of documents under seal, to do so by any two Directors or any Director together with the secretary of the Company) and to take such steps which he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the SPA and the transactions contemplated thereunder.”
By order of the Board
AVIC International Holding (HK) Limited Liu Hongde Chairman
Hong Kong, 25 October 2018
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Registered office: Cannon’s Court 22 Victoria Street Hamilton, HM 12 Bermuda
Head office and principal place of business in Hong Kong: Unit B, 15th Floor United Centre 95 Queensway Hong Kong
Notes:
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A member of the Company entitled to attend and vote at the SGM is entitled to appoint a proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him 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.
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To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thererof. Completion and return of the form of proxy will not preclude a member from attending and voting at the meeting if the member so desires.
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Where there are joint registered holders of any share(s), any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.
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The voting on the above resolutions at the SGM will be conducted by way of a poll.
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The register of members of the Company will be closed from 6 November 2018 to 9 November 2018, both day inclusive, during which period no transfer of Shares will be registered, in order to determine the entitlement to attend and vote at the SGM. In order to be entitled to attend and vote at the SGM, unregistered holders of Shares should ensure that all transfers of Shares accompanied by the relevant share certificates and properly completed transfer forms must be lodged for registration with the Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m., 5 November 2018.
As at the date of this notice, the Board comprises Mr. Liu Hongde, Mr. Lai Weixuan, Mr. Fu Fangxing, Mr. Yu Xiaodong and Mr. Zhang Zhibiao as executive Directors; Mr. Chow Wai Kam as non-executive Director; Mr. Chu Yu Lin, David, Mr. Li Ka Fai, David and Mr. Zhang Ping as independent non-executive Directors.
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