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Futong Technology Development Holdings Limited — Proxy Solicitation & Information Statement 2010
Feb 10, 2010
49230_rns_2010-02-10_650df057-0ea5-4710-a382-ee588e8a7641.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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Futong Technology Development Holdings Limited 富通科技發展控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 465)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Futong Technology Development Holdings Limited (the “ Company ”) will be held at Rooms 929-935, 9th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong at 10:30 a.m. on 3 March 2010 (Wednesday), for the purpose of considering and, if thought fit, passing with or without modification the following resolutions of the Company:
ORDINARY RESOLUTION
“THAT
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(a) the shareholders agreement entered into amongst 北京富通東方科技有限公司(Beijing Futong Dongfang Technology Co., Ltd.) (an indirect wholly-owned subsidiary of the Company) (“ Futong Dongfang ”), 中金數據系統有限公司 (Centrin Data Systems Co., Ltd.), Mr. Zhang Shu Dan and 北京深思軟件股份有限公司 (Beijing Deep Thought Software Co., Ltd.) on 22 January 2010 (the “ Shareholders Agreement ”) pursuant to which a joint venture company intended to be named 北京中金富通信息技術服務有限公司 (Beijing Centrin-Futong IT Services Co. Ltd.) (the “ JV Company* ”) is to be established in Beijing, the PRC be and are hereby ratified, confirmed and approved;
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(b) the provision of financial support by Futong Dongfang to the JV Company as contemplated under the Shareholders Agreement by means of shareholder’s loan and/or provide guarantees to the JV Company for its external financing, with the proposed maximum annual caps for each of the years ending 31 December 2010, 2011 and 2012 being RMB50,000,000 be and are hereby ratified, confirmed and approved; and
* for identification purposes only
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- (c) the directors of the Company, acting together, individually or by committee, be and are hereby authorized to take such actions, do such things and execute such further documents or deeds which in their opinion may be necessary, desirable or expedient for the purpose of giving effect to and/or to implement the transactions contemplated in the above resolutions.”
Yours faithfully,
For and on behalf of the Board of
Futong Technology Development Holdings Limited Yuen Kwok Hon Company Secretary
Hong Kong, 11 February 2010
Principal place of business in Hong Kong:
Rooms 929-935, 9th Floor
Sun Hung Kai Centre 30 Harbour Road Wanchai Hong Kong
Notes:
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(1) Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent and vote on his behalf at the EGM. A proxy need not be a member of the Company. On poll, votes may be given either personally or by proxy.
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(2) The instrument appointing a proxy shall be in writing under the hand of the appointer, or of his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.
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(3) The instrument appointing a proxy and (if required by the board of the Company) the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be delivered to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM.
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(4) Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the EGM convened, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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(5) Where there are joint holders of any share in the Company, any one of such holders may vote at the EGM either personally or by proxy in respect of such shares as if he was solely entitled thereto; but if more than one such joint holders be present at the EGM or any adjournment thereof personally or by proxy, then the one of such holders 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 in person or by proxy (as the case may be).
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(6) The voting on the above resolutions at the EGM will be conducted by way of poll.
As at the date of this announcement, the executive Directors are Mr. Chen Jian, Ms. Zhang Yun and Mr. Guan Tao; and the independent non-executive Directors are Mr. Lee Kwan Hung, Mr. Yuan Bo and Mr. Ho Pak Tai Patrick.
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