AI assistant
Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2017
Nov 29, 2017
49106_rns_2017-11-29_a053b33c-6b9e-4e1b-a1de-694733b946f4.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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.
==> picture [34 x 69] intentionally omitted <==
==> picture [34 x 47] intentionally omitted <==
New Sports Group Limited 新體育集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 299)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of New Sports Group Limited (the “ Company ”) will be held at Unit 2602, 26/F., Lippo Centre, Tower 1, No. 89 Queensway, Admiralty, Hong Kong on 20 December 2017 at 11:00 a.m. for the purpose of consideration and, if thought fit, passing, with or without modifications, the following resolution:
ORDINARY RESOLUTION
“ THAT subject to and conditional upon, among other things, the granting by The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) the listing of, and permission to deal in, the Consolidated Shares (as defined below) to be in issue upon the Share Consolidation (as defined below) becoming effective:
- (a) with effect from the first business day immediately following the date on which this resolution is passed, being a day on which shares of the Company are traded on the Stock Exchange, every twenty (20) existing issued and unissued ordinary share of HK$0.0025 each in the share capital in the Company be consolidated into one (1) consolidated share of HK$0.05 each (the “ Consolidated Share ”) (the “ Share Consolidation ”), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company;
— 1 —
-
(b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company in such manner on such terms as the directors of the Company (the “ Directors ’) may think fit; and
-
(c) any Director be and is hereby authorized to do all such acts and things and execute and deliver all such documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to carry out or give effect to any or all of the foregoing arrangements in respect of the Share Consolidation.”
By Order of the Board New Sports Group Limited Zhang Xiaodong Chairman
Hong Kong, 30 November 2017
Principal Place of Business in Hong Kong:
Units 2602, 26/F. Lippo Centre Tower 1 No. 89 Queensway Admiralty Hong Kong
Registered Office:
Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands
Notes:
-
(1) The register of members of the Company will be closed from Friday, 15 December 2017 to Wednesday, 20 December 2017, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM, all 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 14 December 2017.
-
(2) A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxy(ies) (if he/she/it is the holder of two or more shares) to attend and, on a poll, vote instead of him/her at the EGM that the appointment shall specify the number and class of shares in respect of which such proxy is so appointed. A proxy need not be a shareholder of the Company.
— 2 —
-
(3) In order to be valid, the 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 Company’s branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).
-
(4) Completion and return of the form of proxy will not preclude members from attending and voting in person at the EGM or at any adjournment thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoke.
-
(5) Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.
As at the date of this notice, the Company’s executive directors are Mr. Zhang Xiaodong and Ms. Xia Lingjie; the non-executive director is Mr. Lau Wan Po; and the independent non-executive directors are Mr. Chen Zetong, Ms. He Suying and Dr. Tang Lai Wah.
— 3 —