Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Glory Sun Land Group Limited Proxy Solicitation & Information Statement 2017

Oct 25, 2017

49106_rns_2017-10-24_539f9372-910c-43c0-8399-ad24916331ab.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens 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 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.

==> picture [34 x 68] intentionally omitted <==

==> picture [35 x 48] 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 the general meeting (the ‘‘Meeting’’) 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 9 November 2017 at 11:00 a.m. for the purpose of consideration and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

  1. ‘‘THAT:

    • (a) the sale and purchase agreement (the ‘‘SPA’’) dated 28 June 2017 entered into by Shenzhen Baoxin Industrial Company Limited* (深圳寶新實業有限公司) as the purchaser (the ‘‘Purchaser’’), Shenzhen Boteng Investment Company Limited* (深 圳博騰投資有限公司) as the vendor (the ‘‘Vendor’’) in relation to the acquisition of the entire issued share capital in Shenzhen Borui Enterprise Management Company Limited* (深圳博瑞企業管理有限公司) (the ‘‘Target Company’’) and the transactions contemplated under the SPA be and are hereby approved, confirmed and ratified; and

– 1 –

  • (b) any director of the Company be and is hereby authorized to do all such acts and things and execute and deliver all such documents (including any supplemental agreement) whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to (i) carry out or give effect to any or all transactions contemplated under the SPA and/or (ii) protect the interests of the Company and the Purchaser in relation to the SPA or any or all transactions contemplated thereunder, in each case in such manner as may be deemed appropriate by such director.’’

By Order of the Board New Sports Group Limited Zhang Xiaodong Chairman

Hong Kong, 25 October 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 Monday, 6 November 2017 to Thursday, 9 November 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 annual general meeting, 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 Friday, 3 November 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.

  • (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 meeting or at any adjourned meeting 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.

– 2 –

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 nonexecutive directors are Mr. Chen Zetong, Ms. He Suying and Dr. Tang Lai Wah.

– 3 –