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International Genius Company Proxy Solicitation & Information Statement 2016

May 19, 2016

48889_rns_2016-05-19_cb3f2760-a16f-4263-99cb-eebc5a0e7f8b.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Harmonic Strait Financial Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

The Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of Harmonic Strait Financial Holdings Limited to be held at Unit B, 35/F., No. 169 Electric Road, North Point, Hong Kong on Monday, 13 June 2016 at 11:00 a.m. is set out on pages 5 to 6 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you are able to attend the meeting, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment thereof should you so wish.

20 May 2016

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

  • ‘‘Articles of Association’’ the articles of association of the Company, and ‘‘Article’’ shall mean an article of the Articles of Association

  • ‘‘Board’’ the board of Directors ‘‘Change of Company Name’’ the change of the name of the Company from ‘‘Harmonic Strait Financial Holdings Limited’’ to ‘‘Asia Investment Finance Group Limited’’ and the proposed adoption of a new Chinese name of the Company ‘‘亞投金融集團有限公 司’’ in place of ‘‘和協海峽金融集團有限公司’’

  • ‘‘Company’’ Harmonic Strait Financial Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

  • ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ The extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve, among other matters, the Change of Company Name

  • ‘‘Group’’ the Company and all of its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

  • ‘‘Latest Practicable Date’’ 17 May 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

  • ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

  • ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)

  • ‘‘Share(s)’’ the ordinary share(s) of HK$0.10 each in the share capital of the Company

  • ‘‘Shareholder(s)’’ the registered holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

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)

Executive Directors: Mr. Wong Kwong Sum Mr. Zhao Tieliu Mr. Xie Li

Non-Executive Director: Mr. Wang Edward Xu

Independent non-executive Directors: Dr. Cheung Wah Keung (Non-executive Chairman) Mr. Anthony Espina Mr. Ho Chun Chung, Patrick Mr. Zhang Huadi

Registered office: P. O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Head office and principal place of business in Hong Kong: Unit B, 35/F. No. 169 Electric Road North Point Hong Kong 20 May 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to announcement of the Company dated 22 April 2016 in relation to, among other things, the proposed Change of Company Name.

The purpose of this circular is to provide you with, among other things, further details regarding (i) the Change of Company Name; (ii) a notice convening EGM; and (iii) other information as required under the Listing Rules.

PROPOSED CHANGE OF NAME OF THE COMPANY

The Board announces that it intended to put forward a proposal to the Shareholders to change the name of the Company from ‘‘Harmonic Strait Financial Holdings Limited’’ to ‘‘Asia Investment Finance Group Limited’’ and its Chinese name from ‘‘和協海峽金融集團有限公司’’ to ‘‘亞投金融集團有限公司’’.

– 2 –

LETTER FROM THE BOARD

Conditions

The proposed Change of Company Name will be subject to the following:

  1. the passing of a special resolution by the Shareholders approving the Change of Company Name at the EGM to be held; and

  2. the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

Subject to the satisfaction of the above conditions, the new name of the Company will take effect on the date of the issuance of the certificate of incorporation on the change of name by the Cayman Islands Registrar of Companies. The Company will then carry out all necessary filing procedures with the Registrar of Companies in Hong Kong.

Reasons for the Change of Company Name

  1. The Board considers that the Change of Company Name will better reflect the current status of the Group’s business development and its direction of future development; and

  2. The Board believes that the new name can provide the Company with a more appropriate corporate image and identity which will benefit the Company’s future business development and is in the best interests of the Company and Shareholders as a whole.

Effects on the Change of Company Name

The Change of Company Name will not affect any of the rights of the Shareholders or the Company’s daily business operation and its financial position.

The Change of Company Name will be effective on the date of the issuance of the certificate of incorporation on the change of name by the Cayman Islands Registrar of Companies. Thereafter, share certificates of the Company will be issued in the new name of the Company. However, all existing share certificates in issue bearing the existing name of the Company will, after the Change of Company Name has become effective, continue to be effective as documents of title to and be valid for trading, settlement, registration and delivery purposes.

Accordingly, there will not be any arrangement for the exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Should the Change of Company Name become effective, any issue of share certificates thereafter will bear the new name of the Company and the securities of the Company will be traded on the Stock Exchange.

Further announcement will be made by the Company to inform the Shareholders of results of the EGM, the effective dates of the Change of Company Name and the new stock short name of the Company under which shares will be traded on the Stock Exchange.

– 3 –

LETTER FROM THE BOARD

EGM

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Change of Company Name.

A notice convening the EGM to be held at Unit B, 35/F., No. 169 Electric Road, North Point, Hong Kong on Monday, 13 June 2016 at 11:00 a.m. is set out on pages 5 to 6 of this circular.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, none of the Shareholders has a material interest in the Change of Company Name as at the Latest Practicable Date and as such, none of the Shareholders will be required to abstain from voting on the resolution to approve the Change of Company Name at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or the adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned thereof should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board is of the view that the Change in Company Name is in the interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of the relevant resolution approving the Change in Company Name at the EGM.

Yours faithfully, For and on behalf of the Board Harmonic Strait Financial Holdings Limited Wong Kwong Sum Executive Director

– 4 –

NOTICE OF EGM

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 on Monday, 13 June 2016 at 11:00 a.m. for the following purpose of considering and, if thought fit, passing the following resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT the English name of the Company be changed from ‘‘Harmonic Strait Financial Holdings Limited’’ to ‘‘Asia Investment Finance Group Limited’’ and the Chinese dual foreign name of the Company be changed from ‘‘和協海峽金融集團有限公司’’ to ‘‘亞投金融集團有限 公司’’, and THAT such new name of the Company be registered with the Registrar of Companies in Hong Kong under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), and THAT any one of the directors and the company secretary of the Company be and is hereby authorised to attend to any necessary registration and/or filing for and on behalf of the Company and do all such acts and things and execute all such documents and make such arrangements as he may, in his absolute discretion, consider necessary or expedient in connection with the implementation of or to giving effect to the aforesaid and the transactions contemplated hereunder.’’

For and on behalf of the Board of Harmonic Strait Financial Holdings Limited Wong Kwong Sum Executive Director

Hong Kong, 20 May 2016

Registered office: Head office and principal place P. O. Box 309 of business in Hong Kong: Ugland House Unit B, 35/F. Grand Cayman KY1-1104 No. 169 Electric Road Cayman Islands North Point Hong Kong

– 5 –

NOTICE OF EGM

Notes:

  1. A member of the Company 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.

  2. 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 Meeting.

  3. 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.

  4. 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.

  5. 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 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 three executive directors, namely Mr. Wong Kwong Sum, Mr. Zhao Tieliu and Mr. Xie Li; one non-executive director Mr. Wang Edward Xu and four independent non-executive directors, namely Dr. Cheung Wah Keung, Mr. Anthony Espina, Mr. Ho Chun Chung, Patrick and Mr. Zhang Huadi.

– 6 –