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Hunlicar Group Limited Proxy Solicitation & Information Statement 2022

Feb 24, 2022

50852_rns_2022-02-24_33080fcd-83b0-46d1-be49-af73b5ac4c0b.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 the Cayman Islands with limited liability) (Stock code: 3638)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Huabang Technology Holdings Limited (the “ Company ”) will be held at 33rd Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong on Wednesday, 16 March 2022 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 subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited of the listing of, and permission to deal in, the Consolidated Shares (as defined below) arising from the Share Consolidation (as defined below) and with effect from the second business day immediately following the date of the passing of this resolution:

  • (a) every ten (10) issued and unissued ordinary shares of par value of HK$0.0008333 each in the share capital of the Company be and are hereby consolidated into one (1) consolidated share of par value of HK$0.008333 (the “ Consolidated Shares ”) (the “ Share Consolidation ”) such that the authorised share capital of the Company shall be changed from HK$80,000,000 divided into 96,000,000,000 shares of par value of HK$0.0008333 each to HK$80,000,000 divided into 9,600,000,000 Consolidated Shares of par value of HK$0.008333 each, and such Consolidated 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 the shares contained in the memorandum and articles of association of the Company;

  • (b) all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and the net proceeds shall be retained for the benefit of the Company in such manner and on such terms as the directors of the Company (the “ Directors ”) may think fit; and

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  • (c) any one of the Directors be and is hereby authorised to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) he considers necessary, desirable or expedient to give effect to the Share Consolidation and the transactions contemplated thereunder.”

On behalf of the Board Huabang Technology Holdings Limited George Lu

Chairman and Chief Executive Officer

Hong Kong, 25 February 2022

Registered office

PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

Head office and principal place of business in Hong Kong 33rd Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong

Notes:

  1. Registered shareholders of the Company (“ Shareholders ”) will be able to view and listen to the EGM and submit questions online in accordance with the instructions as stated in the letter sent to the shareholders of the Company. Beneficial owners or CCASS non-registered Shareholders whose Shares are held through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited (“ HKSCC ”) can also view and listen to the EGM and submit questions online. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements and the personalized login and access code will be sent to them upon receipt of request through their respective bank, broker, custodian or HKSCC. Shareholders of the Company should note that viewing the live streaming of the EGM will not be counted towards quorum nor will they be able to cast their votes online.

  2. Any member entitled to attend and vote at the EGM is entitled to appoint one, or if such member is a holder of more than one Share, more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

  3. A proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

  4. In order to be valid, you are requested to (a) complete and return the accompanying proxy form to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon; or (b) submit the form of proxy electronically at https://spot-emeeting.tricor.hk/#/206 in

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accordance with the instructions printed on the accompanying notification letter, in each case as soon as possible and in any event no later than 11:00 a.m. (Hong Kong time) on Monday, 14 March 2022, or not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same.

  2. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at any meeting, the vote of such holder 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. Several executors or administrators of a deceased member in whose name any share stands shall be deemed joint holders thereof.

  3. Completion and return of a form of proxy will not preclude a member from attending and voting at the EGM or any adjournment thereof should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

  4. The register of members of the Company will be closed from Friday, 11 March 2022 to Wednesday, 16 March 2022, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the EGM, unregistered holders of Existing Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 10 March 2022.

  5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

10. COVID-19 PANDEMIC SITUATION

The Company will adopt the following special arrangements at the EGM for the purpose of public health and safety:

  • (a) The EGM will be held with the minimum number of persons present as is required under the articles of association of the Company to form a quorate meeting, together with a limited number of other attendees to ensure the proper conduct of the meeting. The quorum will be formed by the senior management members and/or senior staff members of the Company who are Shareholders and/or their proxies to maintain an internal grouping and minimise the risks posed by the COVID19 pandemic at the EGM. No other Shareholder, proxy or corporate representative should attend the EGM in person in light of the continuing risks posed by the COVID-19 pandemic. Any other person who attempts to do so will be excluded and will not be permitted entry to the venue of the EGM.

  • (b) There will be no distribution of gifts and no refreshments will be served at the EGM.

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  • (c) All resolutions at the EGM will be decided on a poll. Shareholders will still be able to vote by doing so in advance of the EGM by proxy. If a Shareholder (other than those who are required to attend the EGM physically to form a quorate meeting) wishes to vote on any resolution at the EGM, he/she/it must appoint the Chairman of the EGM as his/her/its proxy to exercise his/her/its right to vote at the EGM in accordance with his/her/its instructions.

  • (d) Shareholders can view and listen to the EGM through online access by visiting the website https://spot-emeeting.tricor.hk/#/206 (the “ Online Platform ”). Shareholders participating in the EGM using the Online Platform will also submit questions through the Online Platform. The Online Platform will be open for Shareholders to log in approximately 30 minutes prior to the commencement of the EGM and can be accessed from any location with internet connection by a smart phone, tablet device or computer.

  • (e) Shareholders attending the EGM using the Online Platform will be able to submit questions relevant to the Company’s proposed resolution online during the EGM.

  • (f) For the health and safety of EGM attendees, Shareholders, proxies or corporate representatives (other than those who are required to attend the EGM physically to form a quorate meeting) will NOT be able to attend in person but may view and listen to the EGM and submit questions online. Registered shareholders are requested to provide a valid email address of his or her proxy (except appointing “the chairman of the EGM” as proxy) to receive the login and access code to view a live streaming webcast of the EGM and submit online questions to us on the e-Meeting System. To vote at the EGM, you should complete and return the proxy form, appointing the chairman of the EGM as your proxy or alternative proxy.

  • Due to the constantly envolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the EGM arrangements at short notice. Shareholders should check the latest policies and notices announced by the Hong Kong Government, the Company’s website (www.huabangtechnology.com) and the website of the Stock Exchange (www.hkexnews.hk) for future announcements and update on the EGM arrangement.

  • As at the date of this notice, the board of Directors of the Company comprises: (i) Mr. George Lu and Mr. Liu Qiaosong as the executive Directors of the Company; and (ii) Mr. Loo Hong Shing, Vincent, Mr. Zhu Shouzhong and Mr. Li Huaqiang as the independent non-executive Directors of the Company.

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