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Du Du Holdings Limited Proxy Solicitation & Information Statement 2015

Sep 24, 2015

51353_rns_2015-09-24_3719be1f-47a6-4ce9-aea0-b91c32dd9e56.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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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8250)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘Meeting’’) of Silk Road Energy Services Group Limited (‘‘Company’’) will be held at 11:00 a.m. on Thursday, 15 October 2015 at Units 7208-10, 72nd Floor, The Center, 99 Queen’s Road C., Central, Hong Kong, for the purpose of considering and, if thought fit, passing each of the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT

  • (A) the sale and purchase agreement dated 3 June 2015 and entered into between Chemosino International Limited, a directly wholly-owned subsidiary of the Company, as the vendor and Mr. Ling Yee Fai as the purchaser in relation to the sale and purchase of 40% of the issued share capital of PR ASIA Investment Holdings Limited (‘‘SP Agreement’’, a copy of the SP Agreement is marked ‘‘A’’ and signed by the chairman of the meeting for identification purpose has been tabled at the Meeting) and all other transactions contemplated under the SP Agreement be and are hereby ratified, confirmed and approved; and

  • (B) the directors of the Company (‘‘Directors’’) or a duly authorised committee of the board of Directors be and are/is authorised to do all such acts and things, to sign and execute such documents or agreements or deed on behalf of the Company and to do such other things and to take all such actions as they consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the SP Agreement and to agree to such variation, amendments or waiver or matters relating thereto (excluding any variation, amendments or waiver of such documents or any terms thereof, which are fundamentally and materially different from those as provided for in the Agreement and which shall be subject to approval of the shareholders of the Company) as are, in the opinion of the Directors or a duly authorised committee, in the interest of the Company and its shareholders as a whole.’’

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  1. ‘‘THAT Mr. Guo Xiang be and is hereby re-elected as an executive director of the Company.’’

  2. ‘‘THAT Mr. Hu Zhixiong be and is hereby re-elected as an executive director of the Company.’’

  3. ‘‘THAT Ms. Wong Na Na be and is hereby re-elected as an independent non-executive director of the Company.’’

On behalf of the Board Silk Road Energy Services Group Limited Luk Chi Shing Company Secretary

Hong Kong, 25 September 2015

Registered office: Head Office and Principal place PO Box 309 of business in Hong Kong: Ugland House Unit 1903, 19th Floor Grand Cayman, KY1-1104 West Tower, Shun Tak Centre Cayman Islands 168–200 Connaught Road Central Hong Kong

Notes:

  • (1) A shareholder of the Company (‘‘Shareholder’’) entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her/its behalf. A proxy needs not be a shareholder of the Company but must be present in person at the Meeting to represent the Shareholder. 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.

  • (2) To be valid, the form of proxy together with 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 office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment thereof should he/she/it so wish.

  • (3) As required under the Rules Governing the Listing of Securities on the Growth Enterprise Market (‘‘GEM’’) of The Stock Exchange of Hong Kong Limited (‘‘GEM Listing Rules’’), the above resolutions will be voted by way of poll.

  • (4) Completion and delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment thereof if they so wish and in such event, such form of proxy shall be deemed to be revoked.

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As at the date of this announcement, the board of Directors comprises (i) six executive Directors namely, Mr. Cai Da, Mr. Hu Zhixiong, Mr. Li Wai Hung, Mr. Chen Youhua, Mr. Chen Liang and Mr. Guo Xiang; and (ii) four independent non-executive Directors namely, Mr. Chi Chi Hung, Kenneth, Mr. Yan Shengxian, Mr. Wang Zhixiang and Ms. Wong Na Na.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules 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 http://www.hkgem.com for at least seven (7) days from the date of its publication and is available for reference on the website of the Company at http://www.silkroadenergy.com.hk.

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