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Crypto Flow Technology Limited Proxy Solicitation & Information Statement 2010

Dec 16, 2010

51323_rns_2010-12-16_be7a855b-f107-4c98-a42f-8878b021981b.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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MelcoLot Limited

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8198)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of MelcoLot Limited (the “ Company ” together with its subsidiaries (the “ Group ”)) will be held at Units 3101-2A, 31st Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Thursday, 6 January 2011 at 11:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

1. (A) “ THAT :

  • (a) the purchase agreement (the “ Purchase Agreement ”) dated 26 November 2010 entered into between Firich Enterprises Co., Ltd., 伍豐科技股份有限公司 (“ Firich ”, and together with its subsidiaries is referred to herein as the “ Firich Group ”) and Wu Sheng Computer Technology (Shanghai) Co., Ltd 伍盛計算機科技(上海)有限公司 (“ Wu Sheng ”), an indirect non wholly-owned subsidiary of the Company, for the purchase of certain materials/unfinished parts including but not limited to computer peripherals such as scanners and printers, for the manufacture of point of sales (“ POS ”) and lottery vending terminals by the Group from the Firich Group for the three years ending 31 December 2013, a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

  • (b) the maximum annual amount to be paid by the Group to the Firich Group in relation to the purchase of certain materials/unfinished parts under the Purchase Agreement for the three years ending 31 December 2013 of HK$155 million, HK$202 million and HK$263 million respectively be and are hereby approved; and

  • (c) the directors of the Company (the “ Directors ”) be and are hereby authorized to execute such documents and do such acts and things as they consider desirable, necessary or expedient in connection with and to give effect to the Purchase Agreement and the transactions contemplated thereunder.”

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(B) “ THAT :

  • (a) the supply agreement (the “ Supply Agreement ”) dated 26 November 2010 entered into between Firich and Wu Sheng for the sales and delivery of POS and lottery vending terminals and accessory products by the Group to the Firich Group for the three years ending 31 December 2013, a copy of which has been produced to the EGM marked “B” and signed by the chairman of the EGM for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

  • (b) the maximum annual amount to be paid by the Firich Group to the Group in relation to the sales and delivery of POS and lottery vending terminals and accessory products under the Supply Agreement for the three years ending 31 December 2013 of HK$33 million, HK$43 million and HK$56 million respectively be and are hereby approved; and

  • (c) the Directors be and are hereby authorized to execute such documents and do such acts and things as they consider desirable, necessary or expedient in connection with and to give effect to the Supply Agreement and the transactions contemplated thereunder.”

By order of the Board MelcoLot Limited Ko Chun Fung, Henry Executive Director and Chief Executive Officer

Hong Kong, 17 December 2010

Registered office: 4th Floor, Scotia Centre P.O. Box 2804 George Town Grand Cayman Cayman Islands

Head office and principal place of business in Hong Kong: Units 3101-2A, 31st Floor The Centrium 60 Wyndham Street Central, Hong Kong

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Notes:

  • (i) A member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

  • (ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the Meeting, either personally 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 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 shall alone be entitled to vote in respect thereof.

  • (iii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with 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 for registration not less than 48 hours before the time appointed for holding the Meeting.

  • (iv) Completion and return of the form of proxy will not preclude a member from attending the Meeting and voting in person at the Meeting or any adjournment thereof if he so desires. If a member attends the Meeting after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.

As at the date of this announcement, the Board consists of two executive Directors, namely Mr. Ko Chun Fung, Henry and Mr. Moumouris, Christos, two non-executive Directors, namely Mr. Chan Sek Keung, Ringo and Mr. Wang, John Peter Ben, and three independent non-executive Directors, namely Mr. Tsoi, David, Mr. Pang Hing Chung, Alfred and Mr. So Lie Mo, Raymond.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (“ 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 announcement 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 announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the Company’s website at www.melcolot.com.

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