AI assistant
Du Du Holdings Limited — Proxy Solicitation & Information Statement 2006
Oct 9, 2006
51353_rns_2006-10-09_8866ef0f-8972-4d83-96da-de29e8dc9467.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Plasmagene Biosciences Limited (the “Company”), you should at once hand this circular and the form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to purchaser or the transferee.
==> picture [352 x 22] intentionally omitted <==
PLASMAGENE BIOSCIENCES LIMITED �� ! " # $ % & ' ( )[*]
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8250)
PROPOSED CHANGE OF COMPANY NAME
A notice convening the extraordinary general meeting of the Company to be held on Tuesday, 31 October 2006 at 3:30 p.m. at the Executive Boardroom, Business Centre, Level 7, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong is set out on page 5 of this circular.
Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investors Services Limited, at 46th 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 the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the extraordinary general meeting or any adjournment thereof should you so wish.
This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and on the website of Plasmagene Biosciences Limited at http://www.plasma-gene.com.
* For identification purpose only
6 October 2006
CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)
GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
The principal means of information dissemination on GEM is publication on the Internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at http://www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.
i
CONTENTS
| Page | |
|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 |
| NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
ii
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Articles of Association”
the articles of association of the Company, and “Articles” shall mean an Article of the Articles of Association
“Board” the board of Directors “Company” Plasmagene Biosciences Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM “Directors” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held on Tuesday, 31 October 2006 at 3:30 p.m. at the Executive Boardroom, Business Centre, Level 7, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Latest Practicable Date” 5 October 2006, being the latest practicable date prior to the printing of this circular for the purposes of ascertaining certain information contained herein “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholders” holders of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited
1
LETTER FROM THE BOARD
==> picture [352 x 22] intentionally omitted <==
PLASMAGENE BIOSCIENCES LIMITED
�� ! " # $ % & ' ( )[*]
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8250)
Executive Directors: Mr. Lui Chi Wah, Johnny Mr.Wu Kai
Non-Executive Director: Mr. Lau Kam Shan
Independent Non-Executive Directors: Mr. Kwok Shun Tim Mr. Chan Po Kwong Mr. Wong Kin Fung
Registered Office: Ugland House, PO Box 309GT South Church Street, Grand Cayman Cayman Islands
Principal Place of Business in Hong Kong: Room B, 9/F South China Building 1 – 3 Wyndham Street Central Hong Kong
6 October 2006
To the Shareholders
Dear Sir or Madam,
PROPOSED CHANGE OF COMPANY NAME
INTRODUCTION
The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against the special resolution in relation to the proposed change of company name to be proposed at the EGM.
A notice convening the EGM setting out the details of the special resolution to be proposed at the EGM is set out on page 5 of this circular.
PROPOSED CHANGE OF COMPANY NAME
On 14 September 2006, the Board announced that it proposed to change the name of the Company from “Plasmagene Biosciences Limited” to “Core Healthcare Investment Holdings Limited” subject to the conditions set out below being fullfilled.
Reason and conditions for the change of company name
The reason for the change of the name of the Company is to reflect the recent and future business development of the Group. As the Group intends to diversify its principal business into area including
* For identification purpose only
2
LETTER FROM THE BOARD
healthcare scheme management, Chinese medicine diagnosis services, wholesaling and retailing of healthcare and pharmaceutical products, etc. and other investment activities, the new name can reflect the current business expansion plan of the Group.
The proposed change of the Company’s name will be subject to the following:
-
the passing of a special resolution by the Shareholders at the EGM to approve the change of the Company’s name; and
-
the completion of the relevant registration procedures with the Registrar of the Companies in the Cayman Islands.
The new name of the Company will take effect by the time a certificate of incorporation on change of name of the Company is issued by the Registrar of Companies in the Cayman Islands. Upon the change of name becoming effective in the Cayman Islands, the Company will adopt “�� !"#$ �� !" ” as its new chinese name for identification only. The Company will then carry out all necessary filing procedures with the Registrar of Companies in Hong Kong.
Effects on change of company name
The proposed change of company name will not affect any of the rights of any Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the change of company name has become effective, continue to be evidence of title to the shares and will be valid for trading, settlement and registration purposes. There will not be any arrangement for exchange of the existing share certificates. Once the change of the Company’s name has become effective, new share certificates for new Shares will be issued in the new name of the Company.
EXTRAORDINARY GENERAL MEETING
A notice convening the extraordinary general meeting of the Company to be held on Tuesday, 31 October 2006 at 3:30 p.m. at the Executive Boardroom, Business Centre, Level 7, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong is set out on page 5 of this circular.
Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investors Services Limited, at 46th 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 the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the extraordinary general meeting or any adjournment thereof should you so wish.
OUTCOME OF THE EGM
Further announcement will be made by the Company to inform the Shareholders on the outcome of the EGM, the effective date of the change of name of the Company and the new stock short name of the Shares.
3
LETTER FROM THE BOARD
PROCEDURES FOR DEMANDING A POLL
According to Article 76, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is required under the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:
-
(a) the chairman of the meeting; or
-
(b) at least five Shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and entitled to vote; or
-
(c) any shareholder or shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or
-
(d) any Shareholders or Shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and holding Shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.
RECOMMENDATION
The Directors believe that the special resolutions to be proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the upcoming EGM.
Yours faithfully For and on behalf of the Board of Plasmagene Biosciences Limited Lui Chi Wah, Johnny Chairman
4
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
==> picture [352 x 22] intentionally omitted <==
PLASMAGENE BIOSCIENCES LIMITED
�� ! " # $ % & ' ( )[*]
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8250)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Plasmagene Biosciences Limited (the “Company”) will be held on Tuesday, 31 October 2006 at 3:30 p.m. at the Executive Boardroom, Business Centre, Level 7, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution (with or without modification):
SPECIAL RESOLUTION
“ THAT subject to the approval of the Registrar of Companies in the Cayman Islands being obtained, the name of the Company be changed from “Plasmagene Biosciences Limited” to “Core Healthcare Investment Holdings Limited”, and a new Chinese name “�� !"#$%&'() ” be adopted to replace “�� !"#$%&'() ” for identification purposes and that the board of directors of the Company be and are hereby authorised to take all necessary actions to implement such change of name.”
Yours faithfully For and on behalf of the Board of Plasmagene Biosciences Limited Lui Chi Wah, Johnny Chairman
Hong Kong, 6 October 2006
Notes:
-
A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company.
-
A form of proxy for use at the meeting is enclosed. Whether or not you are able to attend the meeting in person, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon.
-
To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the share registrars of the Company in Hong Kong, Computershare Hong Kong Investors Services Limited, at 46th 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 the holding of such meeting or any adjournment thereof.
-
Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof should they so wish, and in such event the form of proxy shall be deemed to be revoked.
-
Where there are joint registered 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 were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, the joint registered holder 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.
* For identification purpose only
5