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Greentech Technology International Limited — Proxy Solicitation & Information Statement 2010
Feb 3, 2010
49024_rns_2010-02-03_40a09dde-832f-40b2-beec-2e8dcc8de379.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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VITAR INTERNATIONAL HOLDINGS LIMITED 威達國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 195)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Vitar International Holdings Limited (the “ Company ”) will be convened at Unit 7, 26/F., Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong on 23 February 2010 at 10:00 a.m., Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions of the Company as ordinary resolutions (with or without modifications):
ORDINARY RESOLUTIONS
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“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting or agreeing to grant the approval for the listing of, and permission to deal in, the Subdivided Shares (as hereinafter defined), each of the issued and unissued shares of HK$0.10 each in the share capital of the Company be and is hereby subdivided into twenty shares of HK$0.005 each (each, a “ Subdivided Share ”) with effect from the business day immediately following the day on which this resolution is passed (the “ Share Subdivision ”) and the directors of the Company be authorised to issue new share certificates in respect of the Subdivided Shares to holders of existing shares of the Company pursuant to the Share Subdivision and to do all things and execute all documents in connection with or incidental to the Share Subdivision as the directors think fit or desirable.”
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“ THAT , to the extent not already exercised, the mandate to allot and issue shares of the Company to the Directors at the annual general meeting (the “ AGM ”) of the Company held on 8 June 2009 be and is hereby revoked and replaced by the mandate THAT :
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(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares of HK$0.10 each or upon the Share Subdivision (as defined in Resolution No.1 of this Notice) becoming
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effective, HK$0.005 each in share capital of the Company (in either case, the “ Share ”) in the capital of the Company and to make or grant offers, agreements and options (including any warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including any warrants, bonds and debentures convertible into ordinary Shares) which might require the exercise of such powers during or after the end of the Relevant Period;
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(c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20 per cent. of the aggregate nominal amount of the ordinary share capital of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
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(d) for the purposes of this resolution:
“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and
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(iii) the passing of an ordinary resolution by the shareholders (the “ Shareholders ”) of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares whose names appear on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares as at that date (subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved
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in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong); and
- (e) the general mandate granted to the Directors to exercise power of the Company to allot, issue and deal in securities of the Company at the annual general meeting of the Company held on 8 June 2009 be and is hereby revoked (without prejudice to the valid exercise of such general mandate, if any, prior to the passing of this resolution).”
Yours faithfully, By Order of the Board Vitar International Holdings Limited LEUNG Kai Wing Chief Executive Officer
Hong Kong, 4 February 2010
Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Flat 4-6, 3/F P.O. Box 2681 New Trade Plaza Tower B Grand Cayman KY1-1111 6 On Ping Street Cayman Islands Siu Lek Yuen Shatin Hong Kong
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Notes:
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(1) Subject to provisions of the articles of association of the Company, any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint person as his proxy to attend and vote instead on his behalf at the EGM. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. On a poll, votes may be given either personally or by proxy.
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(2) A form of proxy for use at the EGM is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and returned, together with the power of attorney or other authority (if any) under which it is signed (or a copy which has been certified by a notary) to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof.
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(3) In the case of joint holders of Shares, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto to, but if more than one of such joint holders are present at the EGM 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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(4) Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the EGM or any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.
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(5) Pursuant to the Listing Rules, the voting on ordinary resolutions at the EGM will be conducted by way of poll.
As at the date of this announcement, the Board comprises Mr. LEUNG Chau Hiu, Mr. LEUNG Kai Wing, Ms. TSANG Chi Yung, Ms. LEUNG Chun Yin, Mr. CHEUNG Wai Kuen, Mr. CHENG Pak Lung and Mr. CHANG Yong Tian as executive Directors, and Mr. WONG Hing Tat, Mr. CHENG Hau Yan and ZHONG Wei Guang as independent non-executive Directors.
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