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Greenheart Group Limited Proxy Solicitation & Information Statement 2018

Oct 2, 2018

48939_rns_2018-10-02_68bdf203-ac19-4b44-9eff-46fe5e0ce4b7.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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(incorporated in Bermuda with limited liability) (Stock Code: 00059)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of the shareholders of Skyfame Realty (Holdings) Limited (the “ Company ”) will be held at Empire Room 1, 1st Floor, Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong, at 3:00 p.m. on Friday, 19 October 2018 for the purpose of considering and, if thought fit, passing (with or without modifications), the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

  1. THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the Subdivided Shares (as defined below), each of the issued and unissued ordinary shares of par value HK$0.01 each of the Company be and is hereby subdivided into three (3) ordinary shares of one third Hong Kong cent each of the Company (the “ Subdivided Shares ”), with effect from the business day immediately following the date on which this resolution is passed; such Subdivided Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares of the Company contained in the memorandum of association and the bye-laws of the Company; and any director of the Company, acting singly, be and is hereby authorised to sign and execute such documents and do all such acts and things and to effect all necessary actions as he considers necessary, desirable or expedient in order to effect, implement and complete any and all of the aforesaid matters.”

By Order of the Board Skyfame Realty (Holdings) Limited YU Pan Chairman

Hong Kong, 3 October 2018

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Notes:

  • (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 to be a Shareholder.

  • (2) Please insert the number of Shares registered in your name(s). If no number is inserted, the form of proxy will be deemed to relate to all the Shares registered in your name(s).

  • (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.

  • (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 above meeting 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.

  • (5) The form of proxy and (if required by the Board) 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 Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time for holding the SGM or any adjournment thereof.

  • (6) The register of members of the Company will be closed from Monday, 15 October 2018 to Friday, 19 October 2018 (both days inclusive), for the purpose of determining Shareholders’ entitlement to attend and vote at the SGM, during which day no transfers of shares of the Company will be registered. In order to eligible to attend and vote at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 12 October 2018.

  • (7) A form of proxy for use at the SGM is enclosed.

As at the date of this announcement, the Board of the Company comprises three executive Directors, namely Mr. YU Pan (Chairman), Mr. WEN Xiaobing and Mr. WONG Lok; one non-executive Director, namely Mr. LI Weijing and three independent non-executive Directors, namely Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong.

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