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Future World Holdings Limited Proxy Solicitation & Information Statement 2014

Oct 6, 2014

49306_rns_2014-10-06_a0054e1c-1abd-4715-8590-7d2fe86bd280.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Packaging Group Company Limited 中國包裝集團有限公司, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 572)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting (the “ EGM ”) of China Packaging Group Company Limited 中國包 裝集團有限公司, to be held at Room 912, 9/F, New East Ocean Centre, 9 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Thursday, 6 November 2014 at 11:00 a.m. is set out in this circular. A form of proxy for use at the EGM is enclosed in this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk).

Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting if you so wish.

7 October 2014

CONTENTS

Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context requires otherwise:

“Articles”

the articles of association adopted by the Company, as amended from time to time by resolution of the Shareholders of the Company;

“Board”

the board of Directors;

  • “Change of Company Name”

the proposed change of the English name of the Company from “China Packaging Group Company Limited” to “China For You Group Company Limited” and to adopt the Chinese name “中國富佑集團有限公司”. Upon the said changes becoming effective, the Company will cease to use its Chinese name “中國包裝集團有限公司” for identification purpose;

“Company”

China Packaging Group Company Limited 中國包裝集團 有限公司, a company incorporated in the Cayman Islands with limited liability with its securities listed on the Stock Exchange;

“Director(s)”

the director(s) of the Company;

“EGM”

the extraordinary general meeting of the Company to be convened to approve the Change of Company Name;

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China;

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange;

“Share(s)”

the ordinary share(s) of HK$0.001 each in the share capital of the Company;

“Shareholder(s)”

the holder(s) of the Share(s);

“Stock Exchange”

The Stock Exchange of Hong Kong Limited; and

“%”

per cent.

– 1 –

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 572)

Executive directors: Chen Huaide Lau Fai Lawrence Siu Yun Fat Yang Yang Yu Qingrui He Jianhong (position, functions and duties suspended from 27 January 2014) Zhang Zhantao (position, functions and duties suspended from 6 March 2014)

Independent non-executive directors: Chan Yee Por Simon Siu Siu Ling, Robert Tam Tak Wah

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room 912, 9/F New East Ocean Centre 9 Science Museum Road Tsim Sha Tsui East, Kowloon Hong Kong

7 October 2014

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with, among other matters, further details regarding the Change of Company Name.

A notice convening the EGM is set out on page 6 to this circular.

– 2 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME AND ADOPTION OF CHINESE NAME

The Board proposes to change the English name of the Company from “China Packaging Group Company Limited” to “China For You Group Company Limited” and to adopt the Chinese name “中國富佑集團有限公司”. Upon Change of Company Name becoming effective, the Company will cease to use its Chinese name “中國包裝集團有限公司” for identification purpose.

CONDITIONS OF THE CHANGE OF COMPANY NAME

The proposed Change of Company Name is subject to the following conditions:

  • (1) the passing of a special resolution by the Shareholders to approve the Change of Company Name at the EGM; and

  • (2) the Registrar of Companies in the Cayman Islands granting approval for the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect on the date of issue of the Certificate of Incorporation on Change of Company Name by the Registrar of Companies in the Cayman Islands. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

REASONS FOR THE CHANGE OF COMPANY NAME

The Board considers that the proposed new name of the Company will refresh the corporate image and identity of the Company. The Board is of the view that the Change of Company Name is in the best interests of the Company and Shareholders as a whole.

EFFECT OF THE CHANGE OF COMPANY NAME

The Change of Company Name will not affect the rights of any Shareholder. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Change of Company Name becoming effective, continue to be valid evidence of legal title to the shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes.

– 3 –

LETTER FROM THE BOARD

Accordingly, there will not be any arrangement for the free exchange of the existing share certificates for new certificates bearing the new names of the Company. Should the Change of Company Name become effective, any issue of share certificates thereafter will bear the new names of the Company and the securities of the Company will be traded on the Stock Exchange in the new names.

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the EGM, the effective date of the Change of Company Name, the new stock short name of the Company for trading in the Shares on the Stock Exchange and the address of the new website of the Company as and when appropriate.

EGM

At the EGM, special resolution for the Change of Company Name will be proposed. Notice of the EGM is set out on page 6 of this circular. The resolution set out in the notice of the EGM will be decided by poll in accordance with the Listing Rules.

A proxy form for use at the EGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk). Whether or not you are able to attend and vote at the EGM, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM.

– 4 –

LETTER FROM THE BOARD

RECOMMENDATION

The majority of the Board considers that the Change of Company Name to be in the best interests of the Company and the Shareholders. Accordingly, the majority of the Board recommends the Shareholders to vote in favour of the special resolution to be proposed at the EGM.

By order of the Board China Packaging Group Company Limited Mr. Siu Yun Fat Director

– 5 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 572)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of CHINA PACKAGING GROUP COMPANY LIMITED (the “ Company ”) will be held at Room 912, 9/F, New East Ocean Centre, 9 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong, on Thursday, 6 November 2014 at 11:00 a.m. for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit passing with or without modification, the following as a special resolution of the Company:

THAT subject to and conditional upon the necessary approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “China Packaging Group Company Limited” to “China For You Group Company Limited” and to adopt “中國富佑集團有限公司” as its Chinese name, and that the directors of the Company be and are hereby authorised to do all such acts, and execute such deeds and things they may, in their absolute discretion, deem fit in order to effect such change of name.”

By order of the Board China Packaging Group Company Limited Mr. Siu Yun Fat Director

Hong Kong, 7 October 2014

Notes:

  1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
  1. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17 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.

– 6 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

  1. The enclosed form of proxy must be signed by the appointor or by his attorney authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an office, attorney or other person duly authorized to sign the same.

  2. Delivery of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.

  3. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, then one of the said persons so present being the most, or as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holder stand on the register in respect of the relevant joint holding.

  4. Any voting at the EGM or any adjournment thereof should be taken by poll.

As at the date of this notice, the Board comprises (i) seven executive Directors, namely Mr. Chen Huaide, Mr. Lau Fai Lawrence, Mr. Siu Yun Fat, Mr. Yang Yang, Mr. Yu Qingrui, Mr. He Jianhong (position, functions and duties suspended from 27 January 2014) and Mr. Zhang Zhantao (position, functions and duties suspended from 6 March 2014); and (ii) three independent nonexecutive Directors, namely Mr. Chan Yee Por, Simon, Mr. Siu Siu Ling, Robert and Mr. Tam Tak Wah.

– 7 –