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FriendTimes Inc. Proxy Solicitation & Information Statement 2020

Mar 9, 2020

51047_rns_2020-03-09_191b0bb2-471f-4a12-ae69-6d1be16d955f.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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FriendTimes Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6820)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of FriendTimes Inc. (the ‘‘Company’’) will be held at Conference Room, 4th Floor, Building 18, Scientific Park of Suhua, No. 208 Tongyuan Road, Suzhou Industrial Park, Jiangsu Province, the PRC on Thursday, 26 March 2020 at 10:00 a.m. to consider and, if thought fit, pass with or without modification the following resolution:

SPECIAL RESOLUTION

  1. ‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the Chinese name of ‘‘友 時光 份有限公司’’ be and is hereby adopted and approved as the dual foreign name of the Company with effect from the date of the certificate of incorporation on adoption of the dual foreign name issued by the Registrar of Companies of the Cayman Islands (the ‘‘Adoption of Chinese Name’’), and that any director of the Company (the ‘‘Director’’) be and is hereby authorised to do all such acts, matters and things and execute all such documents (any two Directors be and are hereby authorised to execute all such documents under seal where applicable) or make all such arrangements and go through the formalities for any registration and/or filing for and on behalf of the Company as he/she may, in his/her absolute discretion, consider necessary or expedient to give effect to the Adoption of Chinese Name, and the registered office provider of the Company be and is hereby authorised to attend to the necessary registration and/or filing with the Registrar of Companies in the Cayman Islands for and on behalf of the Company to give effect to the Adoption of Chinese Name.’’

By Order of the Board FriendTimes Inc. Jiang Xiaohuang Chairman and Executive Director

Hong Kong, 10 March 2020

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Registered Office Campbells Corporate Services Limited Floor 4, Willow House, Cricket Square Grand Cayman KY1-9010 Cayman Islands

Principal Place of Business in Hong Kong Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

Headquarters and Principal Place of Business in the PRC Building 18, Scientific Park of Suhua No. 208 Tongyang Road Suzhou Industrial Park Jiangsu Province, the PRC

Notes:

  1. A member of the Company entitled to attend and vote at the EGM may appoint in written form one or, if he/she is the holder of two or more shares of the Company (the ‘‘Shares’’), more proxies to attend and vote on behalf of him. A proxy needs not to be a member of the Company but must be present in person at the EGM to represent that member. If more than one proxy is appointed, please specify the number and class of Shares represented by each proxy.

  2. A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjournment thereof should he so wish, and in such case, the instrument appointing a proxy shall be deemed to be revoked.

  3. To be valid, the instrument appointing a proxy and (if requested by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. before Tuesday, 24 March 2020 at 10:00 a.m.) or any adjournment thereof, as the case may be.

  4. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he was solely entitled thereto, but if more than one of such joint holders be present at the EGM in person or by proxy, the holder whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

  5. If the ‘‘Red’’ weather disaster warning signal is issued at or 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 Company (www.friendtimes.net) and on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting.

  6. In compliance with Rule 13.39(4) of the Listing Rules, the proposed resolution as set out in this notice will be taken by way of poll.

  7. In the event of any discrepancy between the Chinese translation and the English text hereof, the English text shall prevail.

  8. The EGM is expected to last for no more than a half day. Shareholders who attend the EGM shall bear their own travelling and accommodation expenses.

As at the date of this announcement, Mr. Jiang Xiaohuang, Mr. Xu Lin, Mr. Wu Jie and Mr. Sun Bo are the executive Directors of the Company; Mr. Zhu Wei, Ms. Tang Haiyan and Mr. Zhang Jinsong are the independent non-executive Directors of the Company.

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