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GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2012
Sep 13, 2012
49098_rns_2012-09-13_bc142b61-6934-4962-be2e-4812a78c56df.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 (the ‘‘SGM’’) of New Times Energy Corporation Limited (the ‘‘Company’’) will be convened and held at 3/F Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 3 October 2012 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:
ORDINARY RESOLUTION
‘‘THAT
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(a) the execution of the placing agreement dated 30 August 2012 (the ‘‘Placing Agreement’’) as amended by the Supplementary Agreement to the Placing Agreement dated 11 September 2012 (the ‘‘Supplementary Agreement’’) entered into between the Company as issuer, and Ping An of China Securities (Hong Kong) Company Limited as the placing agent and Orient Securities Limited as the co-placing agent in relation to the best effort placing of an aggregate of 300,000,000 new shares (the ‘‘Placing Shares’’) of HK$0.50 each (the ‘‘Share(s)’’) in the share capital of the Company at the placing price not less than 90% of the average closing price per Share as quoted on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) for the last five trading days immediately prior to any day on or after the day the conditions precedent to the Placing Agreement are fulfilled, as determined at the sole and absolute discretion of the Company and in any event not less than the minimum placing price of HK$0.90, and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified (a copy of which is marked ‘‘A’’ and ‘‘B’’ respectively, and has been produced to the SGM and signed by the chairman of the SGM for the purpose of identification);
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For identification purpose only
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(b) conditional upon, among others, the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Placing Shares, the allotment and issue of the Placing Shares (the ‘‘Specific Mandate’’), pursuant to and subject to the terms and conditions of the Placing Agreement as amended by the Supplementary Agreement be and are hereby approved. The Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the directors of the Company prior to the passing of this resolution; and
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(c) any one director of the Company be and is hereby authorised to exercise all the powers of the Company and take all steps as might in his/her opinion be desirable, necessary or expedient in relation to the allotment and issue of the Placing Shares in connection with the implementation of the transactions contemplated under the Placing Agreement as amended by the Supplementary Agreement, including without limitation to the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements.’’
By Order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman
Hong Kong, 13 September 2012
Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Unit 1007–08, 10th Floor Hamilton HM11 New World Tower I Bermuda 18 Queen’s Road Central Hong Kong
Notes:
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(1) Any shareholder of the Company (the ‘‘Shareholder(s)’’) entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him, subject to the provisions of the bye-laws of the Company. A proxy need not be a Shareholder.
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(2) The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
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(3) Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.
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(4) Where there are joint Shareholders, any one of such joint Shareholders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders of the Company in respect of the joint holding.
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- (5) In order to be valid, the form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar and transfer office 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 the holding of the SGM or any adjournment thereof (as the case may be).
The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
As at the date of this announcement, the Board comprises seven Directors, of which three are executive Directors, namely Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Sun Jiang Tian; one non-executive Directors, namely Mr. Wong Man Kong, Peter; and three independent non-executive Directors, namely Mr. Chan Chi Yuen, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.
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