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International Genius Company — Proxy Solicitation & Information Statement 2015
Mar 24, 2015
48889_rns_2015-03-24_e3b9c3f0-2e62-43b0-ad8a-8011d456f8e7.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.
HARMONIC STRAIT FINANCIAL HOLDINGS LIMITED 和 協 海 峽 金 融 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 33)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (the ‘‘EGM’’) of Harmonic Strait Financial Holdings Limited (the ‘‘Company’’) will be held at Unit B, 35/F., No. 169 Electric Road, North Point, Hong Kong at 3:00 p.m. on Tuesday, 21 April 2015 for the following purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
1. ‘‘THAT:
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(a) the authorised share capital of the Company be increased from HK$500,000,000 divided into 5,000,000,000 shares of HK$0.1 each (‘‘Share(s)’’) to HK$1,000,000,000 divided into 10,000,000,000 Shares by the creation of an additional 5,000,000,000 new Shares (the ‘‘Increase in Authorised Share Capital’’); and
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(b) any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.’’
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‘‘THAT:
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(a) the Placing Agreement (as defined in the circular of the Company dated 25 March 2015 (‘‘Circular’’), a copy of the Circular has been produced to the meeting marked ‘‘A’’ and signed by the chairman of the meeting for the purpose of identification), a copy of which has been produced to the meeting marked ‘‘B’’ and signed by the chairman of the meeting for the purpose of identification, and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(b) the directors of the Company be and are hereby specifically authorised to allot and issue the Placing Shares (as defined in the Circular) in accordance with the terms of the Placing Agreement; and
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- (c) any one director of the Company be and is hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be in his discretion consider desirable or expedient to give effect to the Placing Agreement and all the transactions contemplated thereunder as well as in relation to the allotment and issue of the Placing Shares and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Placing Agreement.’’
- to re-elect Mr. Wong Kwong Sum as an executive director of the Company.
For and on behalf of the Board of Harmonic Strait Financial Holdings Limited Tong Nai Kan Executive Director
Hong Kong, 25 March 2015
Registered office: Head office and principal place Ugland House of business in Hong Kong: South Church Street Unit B, 35/F. George Town No. 169 Electric Road Grand Cayman KY1-1104 North Point Cayman Islands Hong Kong
Notes:
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A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a member of the Company.
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To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or materially certified copy of such powers of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjourned EGM.
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A form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM in person, you are strongly advised to complete and sign the form of proxy in accordance with the instructions printed on it and then deposit with the Company’s branch share registrar and transfer office in Hong Kong as indicated above. Returning the completed form of proxy will not preclude you from attending the EGM and voting in person if you so wish.
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If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.
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A shareholder holding more than one share entitled to attend and vote at the EGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the
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shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.
As at the date of this notice, the Board comprises four executive directors, namely Mr. Lo Siu Leung, Mr. Tong Nai Kan, Mr. Wong Kwong Sum and Mr. Zhao Tieliu; one nonexecutive director, Mr. Ko Ming Tung, Edward; and three independent non-executive directors, namely Mr. Cheung Wah Keung, Mr. Anthony Espina and Mr. Cheng Wai Lam, James.
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