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FIT Hon Teng Limited — Proxy Solicitation & Information Statement 2017
Oct 11, 2017
50965_rns_2017-10-11_09c2c416-d632-477a-9819-54be40db51c7.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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FIT Hon Teng Limited 鴻騰六零八八精密科技股份有限公司
(Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited and carrying on business in Hong Kong as FIT Hon Teng Limited)
(Stock Code: 6088)
NOTICE OF EGM
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of FIT Hon Teng Limited (the “ Company ”) will be held at 66-1, Chungshan Road, Tucheng District, New Taipei City 23680, Taiwan on Friday, October 27, 2017 at 10:00 a.m., for the following purposes:
- To consider and, if thought fit, passing (with or without modifications) the following ordinary resolutions:
“THAT
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(a) the proposed sales annual caps as set out in the circular of the Company dated October 12, 2017 in respect of the transactions contemplated under the framework sales agreement entered into between the Company and Hon Hai Precision Industry Co. Ltd. (“ Hon Hai ”) on November 9, 2016 (the “ Product Sales Transaction ”) for the three years ending December 31, 2019 be and are hereby approved, confirmed and ratified in all respects;
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(b) the proposed purchase annual caps as set out in the circular of the Company dated October 12, 2017 in respect of the transactions contemplated under the framework purchase agreement entered into between the Company and Hon Hai on November 9, 2016 (as amended by the supplemental agreement dated June 26, 2017) (the “ Product Purchase Transaction ”) for the three years ending December 31, 2019 be and are hereby approved, confirmed and ratified in all respects; and
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(c) any one director of the Company, or any two directors of the Company if affixation of the Company’s common seal is necessary, be and is/are hereby authorized for and on behalf of the Company to execute and deliver (and affix the Company’s common seal to, if necessary) all such documents, instruments or agreements and to do all such other acts or things which he/they may in his/their absolute discretion consider necessary or desirable in connection with or incidental to any of the matters contemplated under the Product Sales Transaction and the Product Purchase Transaction for a term up to December 31, 2019 and/ or the said annual caps.”
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- To declare and pay a final dividend of HK$0.047 per ordinary share of the Company (“ Share(s) ”) for the year ended December 31, 2016.
By Order of the Board FIT Hon Teng Limited* LU Sung-Ching Chairman of the Board
Hong Kong, October 12, 2017
Registered Office: Headquarters in Taiwan: Cricket Square 66-1, Chungshan Road Hutchins Drive Tucheng District P.O. Box 2681 New Taipei City 23680 Grand Cayman KY1-1111 Taiwan Cayman Islands Principal Place of Business in Hong Kong: 36/F, Tower Two Times Square 1 Matheson Street Causeway Bay Hong Kong
Notes:
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(a) As set out in the circular of the Company dated October 12, 2017, the register of members of the Company will be closed from Tuesday, October 24, 2017 to Friday, October 27, 2017, both dates inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the extraordinary general meeting, all transfers of Shares accompanied by the relevant share certificates and properly completed and signed transfer forms must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712– 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Monday, October 23, 2017.
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(b) Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is appointed.
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(c) Form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for holding of the extraordinary general meeting (i.e. before 10:00 a.m. on Wednesday, October 25, 2017) or any adjourned meeting.
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(d) In accordance with Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), Hon Hai Precision Industry Co., Ltd., the controlling shareholder of the Company, and its associates (as defined in the Listing Rules) are required to abstain from voting on the ordinary resolution numbered 1.
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(e) The board of directors of the Company has recommended the payment of a final dividend of HK$0.047 per Share for the year ended December 31, 2016. The Company will make a further announcement as to the details of the payment of the final dividend in due course.
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(f) The ordinary resolutions set out above will be determined by way of poll.
As at the date of this notice, the Board of the Company comprises Mr. LU Sung-Ching, Mr. LU Pochin Christopher and Mr. GILLESPIE William Ralph as executive Directors, Dr. CHEN Ga-Lane as non-executive Director, and Mr. CURWEN Peter D, Mr. TANG Kwai Chang and Mr. CHAN Wing Yuen Hubert as independent non-executive Directors.
- Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited and carrying on business in Hong Kong as FIT Hon Teng Limited
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