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InvesTech Holdings Limited — Proxy Solicitation & Information Statement 2012
Dec 30, 2012
49676_rns_2012-12-30_ece8e58f-5de1-4a80-8fbe-e6ebe3fca68a.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.
This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
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HL Technology Group Limited 泓 淋 科 技 集 團 有 限 公 司[*]
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1087)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the ‘‘Meeting’’) of HL Technology Group Limited (the ‘‘Company’’) will be held at 10:30 a.m. on Monday, 28 January 2013 at Pudong Road, The First Industrial Park, Economic and Technological Development Zone, Weihai City, Shandong Province, People’s Republic of China for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:
ORDINARY RESOLUTION
‘‘THAT
- (a) the sale and purchase agreement entered into between the Company (as purchaser) and Mr. Chi Shaolin (as vendor) dated 28 October 2012 (as supplemented by the supplemental agreement entered into between the Company and Mr. Chi Shaolin dated 28 December 2012 (the ‘‘Supplemental Agreement’’)) (the ‘‘S&P Agreement’’) in relation to the acquisition of the entire issued share capital of Rosy Sun Investments Limited and shareholder’s loan (if any) at a consideration of HK$650 million (copies of the S&P Agreement and the Supplemental Agreement have been produced to the Meeting and marked ‘‘A’’ and ‘‘B’’, respectively, initialed by the chairman of the Meeting for identification purpose), and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified; and
- For identification purpose only
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- (b) each of the directors of the Company be and is hereby authorised to do all such acts and things and sign, agree, ratify or execute all such documents and take all such steps as the director in his/her discretion may consider necessary, appropriate, desirable or expedient to implement, give effect to or in connection with the S&P Agreement (as supplemented by the Supplemental Agreement) and any of the transactions contemplated thereunder.’’
Yours faithfully, For and on behalf of the Board of HL Technology Group Limited Chi Shaolin Chairman & CE
Hong Kong, 31 December 2012
Principal Office:
33rd Floor, Shui On Centre 6–8 Harbour Road, Wanchai Hong Kong
Notes:
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A member entitled to attend and vote at the extraordinary general meeting is entitled to appoint one or more proxies to attend and on a poll vote instead of him. A proxy need not be a member of the Company.
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In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the extraordinary general meeting or any adjourned meeting thereof should he so wishes.
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In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint shareholding.
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Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if shareholders so wish.
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The ordinary resolution set out in this notice of extraordinary general meeting will be put to shareholders to vote taken by way of a poll.
As at the date of this announcement, the executive Directors are Mr. Chi Shaolin, Mr. Jiang Taike and Mr. Li Jianming, the non-executive Director is Ms. Xu Yiming and the independent non-executive Directors are Mr. Shu Wa Tung, Laurence, Mr. Song Lizhong and Ms. Zheng Lin.
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