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Du Du Holdings Limited — Proxy Solicitation & Information Statement 2023
Mar 23, 2023
51353_rns_2023-03-23_c72f9953-4868-4cd5-9a91-292c9a8aacae.pdf
Proxy Solicitation & Information Statement
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The 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 (the “ EGM ”) of Silk Road Energy Services Group Limited (the “ Company ”) will be held at 16/F, Sing-Ho Finance Building, 166-168 Gloucester Road, Hong Kong on Wednesday, 26 April 2023 at 11:00 a.m., to consider and, if thought fit, pass the following resolution of the Company (with or without modification) as ordinary resolution:
ORDINARY RESOLUTION
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“ THAT subject to and conditional upon (i) the granting of approval by the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the Consolidated Shares (as defined below); and (ii) compliance with the relevant procedures and requirements under the applicable laws of Cayman Islands and the Rules Governing the Listing of Securities on GEM of the Stock Exchange to effect the Share Consolidation (as defined below), with effect from the second business day immediately following the date on which this resolution is passed or the aforesaid conditions are fulfilled (whichever is later):
- (a) every twenty (20) issued and unissued ordinary shares of par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) consolidated share (each a “ Consolidated Share ”) of par value of HK$0.2 each (the “ Share Consolidation ”), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the memorandum and articles of association of the Company;
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(b) the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation be and is hereby rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation (if applicable);
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(c) immediately following the Share Consolidation, the authorised share capital of the Company be changed from HK$1,500,000,000 divided into 150,000,000,000 ordinary shares of par value of HK$0.01 each to HK$1,500,000,000 divided into 7,500,000,000 ordinary shares of par value of HK$0.2 each; and
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(d) any one or more of the Directors be and is hereby authorised to do all such acts and things and execute all such documents for and on behalf of the Company, including under the common seal of the Company, where applicable, as he or they may consider necessary, desirable or expedient for the purpose of carrying out or giving effect to or otherwise arising from and/or in connection with the Share Consolidation.”
By order of the Board
Silk Road Energy Services Group Limited Cai Da Chairman
Hong Kong, 24 March 2023
Registered Office:
Registered Office: Head Office and Principal Place of PO Box 309, Business in Hong Kong: Ugland House, South Church Street, 16/F, George Town, Sing-Ho Finance Building, Grand Cayman, KY1-1104, 166-168 Gloucester Road, Cayman Islands Hong Kong
Notes:
- 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.
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To ascertain the eligibility of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 21 April 2023 to Wednesday, 26 April 2023 (both days inclusive), during which period no transfer of Shares will be registered. The record date for determining the entitlements of the Shareholders to attend and vote at the EGM is Wednesday, 26 April 2023. In order to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. (Hong Kong time) on Thursday, 20 April 2023.
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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.
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As required under the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited, the above resolutions will be voted by way of poll.
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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.
As at the date of this announcement, the Board of the Company, comprises (i) three executive directors, namely Mr. Cai Da, Mr. Li Wai Hung and Mr. Wang Tong Tong; and (ii) four independent non-executive directors, namely Ms. Wong Na Na, Ms. Chen Xier, Mr. Huang Tianhua and Ms. Lei Ming.
This announcement, for which all 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 in 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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