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Elephant Holdings Group Limited — Proxy Solicitation & Information Statement 2025
May 6, 2025
51515_rns_2025-05-06_4193b55e-c044-4e46-92eb-61f619a01be6.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.
Novacon Technology Group Limited
連成科技集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8635)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Novacon Technology Group Limited (the “Company”) will be held at 3/F, Tower 2, South Seas Centre, 75 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 28 May 2025 at 10:30 a.m. for the purposes of considering and, if thought fit, passing and approving the following resolution with or without amendments as special resolution of the Company:
SPECIAL RESOLUTION
“THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “Novacon Technology Group Limited” to “Elephant Holdings Group Limited” and the dual foreign name of “大象控股集團有限公司” be adopted as the Chinese name of the Company in replace of its existing Chinese name of “連成科技集團有限公司”, with effect from the date on which the Registrar of Companies in the Cayman Islands issues a Certificate of Incorporation on Change of Name confirming that the new name has been registered; and any one director and/or the company secretary of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents and do all acts and things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or give effect to the foregoing.”
By order of the Board
Novacon Technology Group Limited
連成科技集團有限公司
Di Xiaoguang
Chairlady and executive Director
Hong Kong, 7 May 2025
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Head office and principal place of business in Hong Kong:
Office E, 17th Floor
EGL Tower
No. 83 Hung To Road
Kwun Tong, Kowloon
Hong Kong
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Notes:
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Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A shareholder of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf. A proxy need not be a shareholder of the Company.
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The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing, or if the appointer is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.
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In order to be valid, the form of proxy and (if required by the board of directors of the Company (the "Directors")) the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
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Delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person (or in the case of a shareholder of the Company being a corporation, its duly authorised representative) at the EGM or at any adjournment thereof (as the case may be) and in such event, the form of proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the EGM, the register of members will be closed from Friday, 23 May 2025 to Wednesday, 28 May 2025, both days inclusive, during which no transfer of shares of the Company can be registered. In order to qualify to attend the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Thursday, 22 May 2025.
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The resolution at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "GEM Listing Rules").
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A form of proxy for use by shareholders of the Company at the EGM is enclosed with this circular.
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Where there are joint holders of a share of the Company, any one of such holders may vote at the EGM either personally or by proxy in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the EGM personally or by proxy, that one of such joint holders so presents 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.
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If Typhoon Signal No. 8 or above, or "extreme conditions" caused by super typhoons or "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.novacontechgroup.com to notify shareholders of the Company of the date, time and place of the rescheduled EGM.
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References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, the executive Directors are Ms. Di Xiaoguang, Mr. Sen Zen, Ms. Qin Yue and Mr. Wong Wing Hoi and the independent non-executive Directors are Ms. Li Xinjuan, Ms. Lau Wai Hing and Ms. Ho Sze Man Kristie.
This notice, 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 notice 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 notice misleading.
This notice will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for a minimum period of 7 days from the date of its publication and will also be published on the Company’s website at www.novacontechgroup.com.
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