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Hao Wen Holdings Limited Proxy Solicitation & Information Statement 2012

Aug 23, 2012

51217_rns_2012-08-23_442eedf2-82e7-4f8e-b448-26084de4e84c.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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HAO WEN HOLDINGS LIMITED 皓文控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8019)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ Meeting ”) of Hao Wen Holdings Limited (the “ Company ”) will be held at Unit 2707, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 September 2012 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution:

ORDINARY RESOLUTION

  1. THAT

  2. (a) the conditional sale and purchase agreement dated 16 June 2012 (the “ S & P Agreement ”) entered into among Hao Wen Holdings Limited (the “ Vendor ”), 山西常春藤醫藥科技發展有限公司 (the “ Purchaser ”) and Garner International Investments Limited (“ Garner ” and together with its subsidiaries, the “ Disposal Group ”) in relation to the disposal of the entire interest in Garner by the Vendor to the Purchaser and all of the transactions contemplated thereunder be and hereby approved, confirmed and ratified;

  3. (b) the irrevocable and unconditional deed of waiver (the “ Deed of Waiver ”) to be entered into among the Company and Garner in relation to the Company’s waiving of all of the outstanding amount owing by the Disposal Group to the Company as at the date of completion of the S & P Agreement (in any event the amount to be waived should not exceed HK$41.0 million) be and hereby approved, confirmed and ratified; and

  4. (c) any director of the Company be and is thereby authorized to do all such acts and things and execute all documents which they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation and completion of the S & P Agreement and all the transactions contemplated thereunder.”

By Order of the Board Hao Wen Holdings Limited Leung King Fai Executive Director

Hong Kong, 23 August 2012

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Registered office in Cayman Islands: Head office and principle place Crickets Square of business in Hong Kong: Hutchins Drive Unit 2707, China Resources Building P.O. Box 268 26 Harbour Road Grand Cayman KY1 - 1111 Wanchai Cayman Islands Hong Kong

Notes:

  1. Any member of the Company entitled to attend and vote at the EGM may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.

  2. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share of the Company as if he was solely entitled thereto; but if more than one or such joint holders be 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 share shall alone be entitled to vote in respect thereof.

  3. In order to be valid, the proxy form 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 notarially certified copy thereof must be delivered to the Company’s branch registrar and transfer office in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  4. For the purpose of determining the identity of members who are entitled to attend and vote at the above meeting, the register of members of the Company will be closed from Monday, 10 September 2012 to Tuesday, 11 September 2012 (both dates inclusive) during which period no transfer of shares will be registered. All properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 7 September 2012.

  5. Whether or not you are able to attend the EGM in person, you are strongly urged to complete and return the proxy form in accordance with the instructions printed thereon. Completion and return of the proxy form will not preclude you from attending the EGM and voting in person if you so wish. In the event that you attend the EGM after having lodged the proxy form, it will be deemed to have been revoked.

As at the date hereof, the executive Directors are Messrs. Hu Yangxiong, Lee Cheuk Yue, Ryan, Chow Yik and Leung King Fai; the independent non-executive Directors are Ms. Yeung Mo Sheung, Ann, Messrs. Lam Kai Tai and Wong Ting Kon.

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