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GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2010
Jun 1, 2010
49098_rns_2010-06-01_1c6e9979-0cdb-47c7-9218-fcd25f712021.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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NEW TIMES ENERGY CORPORATION LIMITED 新時代能源有限公司[*]
(incorporated in Bermuda with limited liability) (Stock code: 00166)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of New Times Energy Corporation Limited (the “ Company ”) will be held at Board Room, 7/F, Dynasty Club, South West Tower, Convention Plaza, One Harbour Road, Wanchai, Hong Kong on Friday, 18 June 2010 at 2:30 p.m. for the following purpose:
ORDINARY RESOLUTION
“ THAT , conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting listing of, and permission to deal in, the warrants (“ Bonus Warrants ”) and any shares in the capital of the Company (“ Share(s) ”) to be issued upon any exercise of the subscription rights attaching to the Bonus Warrants, the directors of the Company be and are hereby authorised:–
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(a) to create Bonus Warrants, which shall be in registered form, to subscribe, at the initial subscription price of HK$0.27 per Share, subject to adjustments and the terms and conditions set out in the warrant instrument (the “ Instrument ”, a copy of a draft of which has been produced to the meeting and signed for the purpose of identification by the Chairman) and such Bonus Warrants could be exercised during the period commencing from the date of issue of the Bonus Warrants and end on the date immediately preceding the first anniversary thereof and to issue the same by way of bonus to and among the persons who were registered as shareholders of the Company on 18 June 2010, being the Record Date, in the proportion of one Bonus Warrant carrying the right to subscribe at HK$0.27 for a Share in the capital of the Company for every seven existing Shares held, provided that:–
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(i) in the case of persons having registered addresses not in Hong Kong, save and except the People’s Republic of China and the British Virgin Islands, the relevant Bonus Warrants shall not be issued to such persons but shall be aggregated and sold in the market and the net proceeds of sale, after deduction of expenses, distributed pro rata to such persons unless such amount falling to be distributed to any such person is less than $100 in which case such amount will be retained for the benefit of the Company; and
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For identification purpose only
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(ii) no fractional entitlements to Bonus Warrants shall be issued aforesaid, but the fractional entitlements shall be aggregated and sold for the benefit of the Company. The net proceeds of the sale will be retained for the benefit of the Company. The directors of the Company shall do all such acts and things as they consider necessary or expedient to give effect to the foregoing arrangements;
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(b) as a specific mandate to the directors of the Company, to allot and issue shares in the capital of the Company arising from the exercise of subscription rights under such Bonus Warrants or any of them;
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(c) to affix common seal of the Company to and to sign the Instrument in accordance with the articles of association of the Company; and
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(d) to do all such acts and things as the directors of the Company consider necessary or expedient to give effect to the transactions contemplated by the Instrument.”
By order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman
Hong Kong, 2 June 2010
Head office and Principal place of business in Hong Kong Room 1007-08
New World Tower I 18 Queen’s Road Central Central Hong Kong
Registered office
Clarendon House 2 Church Street Hamilton HM 11 Bermuda
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Notes:
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1 A shareholder of the Company entitled to attend and vote at the above meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.
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2 Where there are joint registered holders of any Share, any one such person may vote at the meeting, either personally 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 meeting personally or by proxy, that one of the said persons so present 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.
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3 In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the share register of the Company in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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4 A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice.
As at the date of this announcement, the Board comprises seven Directors, of which two are executive Directors, namely Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit; two non-executive Directors, namely Mr. Wong Man Kong, Peter and Mr. Chan Chi Yuen; and three independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.
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