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Daohe Global Group Limited Proxy Solicitation & Information Statement 2015

May 28, 2015

49560_rns_2015-05-28_6088e8bd-c518-406f-8916-4f3ae2835f2c.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: 915)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “ SGM ”) of Linmark Group Limited (the “ Company ”) will be held at Showroom 1A, 1123, Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on Monday, 22 June 2015 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTION

  1. THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subdivided Shares (as hereinafter defined), each of the issued and unissued shares of par value US$0.02 each in the share capital of the Company be and is hereby subdivided into five (5) shares of par value US$0.004 each (the “ Subdivided Shares ”) with effect from the business day immediately following the date on which this resolution is passed (the “ Share Subdivision ”) and that any director (the “ Director ”) of the Company be and is authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by the Director in his absolute discretion to be incidental to, ancillary to or in connection with the matters contemplated in, for completion of the Share Subdivision including but not limited to, to cancel any existing share certificates and to issue new share certificates in respect of the Subdivided Shares to holders of the existing shares of the Company pursuant to the Share Subdivision, and that any matters that have been done on or before the date of this resolution in connection with the transactions contemplated under this resolution be and are hereby ratified, confirmed and approved.”

* for identification purpose only

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SPECIAL RESOLUTION

  1. THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda, the English name of the Company be changed from “Linmark Group Limited” to “Daohe Global Group Limited” and “道和環球集團有限公司” be adopted as the Company’s secondary name to replace the existing Chinese name of “林麥集團有限公司” which has been used for identification purposes only and that any Director of the Company be and is hereby authorized for and on behalf of the Company to do all such acts, deeds and things and to sign, seal and execute and deliver all such documents as he may, in his absolute discretion, deem fit in order to effect and implement such change of name, and that any matters that have been done on or before the date of this resolution in connection with the transactions contemplated under this resolution be and are hereby ratified, confirmed and approved.”

ORDINARY RESOLUTIONS

  1. each as a separate resolution, to re-elect the following retiring directors as directors of the Company:

  2. 3.1 Mr. ZHOU Xijian

  3. 3.2 Mr. ZHANG Qi

  4. 3.3 Mr. HWANG Han-Lung, Basil

By order of the Board Linmark Group Limited CHEUNG Hoi Yin, Brenda Company Secretary

Hong Kong, 29 May 2015

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong:

1123, Kowloonbay International Trade & Exhibition Centre 1 Trademart Drive, Kowloon Bay Kowloon, Hong Kong

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Notes:

  1. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. Any member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the SGM. A proxy need not be a member of the Company.

  2. 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 thereof, must be lodged with the Hong Kong branch share registrar of the Company, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a member from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

  3. Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the SGM 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 of the Company in respect of the joint holding.

  4. For the purpose of ascertaining the rights of the members of the Company attending and voting at the SGM, the register of members of the Company will be closed from Thursday, 18 June 2015 to Monday, 22 June 2015, both dates inclusive. In order to be entitled to attend the SGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 17 June 2015.

  5. A form of proxy for the SGM is enclosed with this circular.

  6. The voting on the resolutions at the SGM will be conducted by way of poll.

  7. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 12:00 noon on the date of the SGM, the SGM will be postponed. The Company will post an announcement on the respective websites of the Company (www.linmark.com) and the Stock Exchange (www.hkexnews.hk) to notify members of the Company of the date, time and place of the rescheduled SGM.

  8. As at the date hereof, the board of Directors of the Company comprises one non-executive Director, being Mr. ZHOU Xijian ( Chairman ); three executive Directors, being Mr. ZHANG Qi ( Chief Executive Officer ), Mr. WONG Hing Lin, Dennis ( President and Chief Financial Officer ) and Mr. HWANG Han-Lung, Basil ( General Counsel and Head of Development and Investments ); and three independent non-executive Directors, being Mr. WANG Arthur Minshiang, Mr. TSE Hau Yin, Aloysius and Mr. Jakob Jacobus Koert TULLENERS.

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