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GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2014
Jan 20, 2014
49098_rns_2014-01-20_295e135b-553b-4623-8f1a-7b8c87c661dc.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 Monday, 10 February 2014 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution of the Company:
ORDINARY RESOLUTION
‘‘THAT:
subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the Share Option Scheme conditionally adopted by the Company on 17 May 2011, representing 10% of the shares of the Company in issue as at the date on which this resolution is passed, in relation to the Share Option Scheme:
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(a) approval be and is hereby granted for refreshing the 10% mandate under the Share Option Scheme (the ‘‘Refreshed Scheme Mandate’’) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company and its subsidiaries (collectively, the ‘‘Group’’) under the limit as refreshed hereby shall not exceed 10% of the shares of the Company in issue as at the date on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Group (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Group) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and
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For identification purpose only
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(b) the Directors or a duly authorised committee thereof be and are hereby authorised: (1) at their absolute discretion, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the Share Option Scheme, and (2) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate.
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(c) for the purpose of this resolution:
‘‘Share Option Scheme’’ means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person of shares or rights to acquire shares of the Company.’’
By Order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman
Hong Kong, 21 January 2014
Registered office: Head office and principal place Clarendon House of business in Hong Kong: 2 Church Street Room 1007–8, 10/F Hamilton HM 11 New World Tower I Bermuda 18 Queen’s Road Central 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. 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 authorized 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 Shareholder 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 members of the Company in respect of the joint holding.
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(5) 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 in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof.
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(6) 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 notice, the board of directors of the Company comprises eight directors, of which three are executive directors, namely Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Wong Tai Cheung, Andrew; one is a non-executive director, namely Mr. Heffner, Paul Lincoln; and four are independent non-executive directors, namely Mr. Wong Man Kong, Peter; Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie and Mr. Chiu Wai On.
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