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Innovax Holdings Limited Proxy Solicitation & Information Statement 2012

May 29, 2012

50753_rns_2012-05-29_0bd03a63-177d-4726-bc5f-8fec1963abf9.pdf

Proxy Solicitation & Information Statement

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NOTICE OF THE SPECIAL GENERAL MEETING

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: 1201)

NOTICE IS HEREBY GIVEN that a special general meeting of Kith Holdings Limited (“ Company ”) will be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong, on 13 June 2012 at 4:00 p.m. or immediately after the conclusion of its annual general meeting to be held on Wednesday, 13 June 2012 at 3:00 p.m. for the following purpose:

To consider and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

  1. THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, the Shares fall to be issued pursuant to the exercise of any options granted under the share option scheme (as summarized in the circular of the Company dated 29 May 2012), a copy of which marked “A” is produced to the meeting and for the purpose of identification signed by the Chairman hereof (“ 2012 Share Option Scheme ”), the 2012 Share Option Scheme be and is hereby approved and adopted by the Company and that the directors of the Company be and are hereby authorised to grant options to the eligible participants under the 2012 Share Option Scheme and to allot, issue and deal with shares of the Company pursuant to the exercise of any options granted thereunder and pursuant to the terms and conditions thereof, and to do all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the 2012 Share Option Scheme.”

By order of the Board Kith Holdings Limited Hui King Chun, Andrew Chairman

Hong Kong, 29 May 2012

  • For identification purpose only

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NOTICE OF THE SPECIAL GENERAL MEETING

Notes:

  1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not be a member of the Company. 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/she/they represent as such member could exercise.

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

  3. The instrument appointing a proxy (if required by the board of directors of the Company) together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of authority, must be delivered to the office of Tricor Abacus Limited, the Company’s Branch share registrar in Hong Kong at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting where the meeting was originally held within twelve (12) months from such date.

  4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  5. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the registered office or the branch register of member of the Company (or such other place as may be specified for the delivery of the instruments of proxy in the notice convening the meeting) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

  6. The record date for the special general meeting is 12 June 2012. To qualify for the attendance at the forthcoming special general meeting, shareholders must ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on Tuesday, 12 June 2012.

  7. As at the date hereof, the board of directors of the Company comprised Mr. Hui King Chun, Andrew, Mr. Yau Chau Min, Paul, Mr. Hui Bin Long, Mr. Zhou Jin and Mr. Wang Feng Wu as executive directors; Mr. Liu Kam Lung as non-executive director and Mr. Ng Chi Yeung, Simon, Mr. Tam Yuk Sang, Sammy and Mr. Ho Lok Cheong as independent non-executive directors.

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