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InvesTech Holdings Limited Proxy Solicitation & Information Statement 2012

Dec 21, 2012

49676_rns_2012-12-21_cfab6b35-b90b-46c7-aab9-c6b27f0d0147.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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HL Technology Group Limited 泓 淋 科 技 集 團 有 限 公 司[*]

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 1087)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the ‘‘EGM’’) of HL Technology Group Limited (the ‘‘Company’’) will be held at Pudong Road, The First Industrial Park, Economic and Technological Development Zone, Weihai City, Shandong Province, PRC on Saturday, 12 January 2013 at 10:30 a.m. to consider and, if thought fit, to pass, with or without modifications, each of the following resolutions as an ordinary resolution of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

  • (a) the Disposal Agreement and the Supplemental Disposal Agreement (as defined in the circular of the Company dated 24 December 2012 (the ‘‘Circular’’)) and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified; and

  • (b) any one director (‘‘Director(s)’’) of the Company be and is hereby authorised to perform all such acts, deeds and things and execute all documents as they consider necessary or expedient to effect and implement the Disposal Agreement, the Supplemental Disposal Agreement and the connected transaction contemplated thereunder.’’

  1. ‘‘THAT:

    • (a) subject to the completion of the Disposal Agreement and the Supplemental Disposal Agreement, the Acquisition Agreement and the Supplemental Acquisition Agreement (as defined in the Circular) and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified; and

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  • (b) any one Director of the Company be and is hereby authorised to perform all such acts, deeds and things and execute all documents as they consider necessary or expedient to effect and implement the Acquisition Agreement, the Supplemental Acquisition Agreement and the connected transaction contemplated thereunder.’’

Yours faithfully, For and on behalf of the Board of HL Technology Group Limited Chi Shaolin Chairman & CE

Hong Kong, 24 December 2012

Notes:

  1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares, one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company. In addition, 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.

  2. 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, attorney or other person duly authorized to sign the same.

  3. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the offices of 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 later than 48 hours before the commencement of the above meeting or adjourned meeting or any adjournment thereof.

  4. Delivery of an instrument appointing a proxy shall not preclude a shareholder 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. 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/she were solely entitled thereto; but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  6. The transfer books and register of members of the Company will be closed from 10 January 2013 to 12 January 2013 (both dates inclusive), during which period no transfer of shares will be effected. In order to qualify for the right to attend and vote at extraordinary general meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, located at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 9 January 2013.

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, Lawrence, Mr. Song Lizhong and Ms. Zheng Lin.

  • for identification purpose only

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