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InvesTech Holdings Limited — Proxy Solicitation & Information Statement 2014
Oct 30, 2014
49676_rns_2014-10-30_bcd8a56e-2291-44a6-9a83-3682d7a84ae5.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.
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 5th Floor Conference Room 1, Jin Tai Hotel, No. 38 Di’anmenxidajie, Xicheng District, Beijing, the PRC on Monday, 17 November 2014 at 3:00 p.m., for the purposes of considering and, if thought fit, passing, with or without modification, the following resolutions of the Company:
ORDINARY RESOLUTIONS
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“ THAT :
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(a) the master sale agreement entered into between (a) Weihaishi Mingbo Wire & Cable Technology Co., Ltd., Weihaishi Honglin Electronic Co., Ltd., Weihai Jinyuan Mingye Property Development Co., Ltd., Dezhou Jincheng Electric Co., Ltd., Tianjin Jincheng Hanisi Automotive Electronics Co., Ltd., New Postcom Technology Company Limited and Shenyang New Postcom Co., Ltd., and (b) Weihaishi Hongbo Wire & Cable Technology Co., Ltd., Dezhou Honglin Electronic Co., Ltd., Chongqing Honglin Technology Co., Ltd., Chongqing Linbo Investment Co., Ltd., Changshu Honglin Electronic Co., Ltd., Changshu Honglin Wire & Cable Co., Ltd., Changshu Honglin Connecting-Technology Co., Ltd., Shenzhen Honglin Communication Technology Co., Ltd. and Huizhou Honglin Technology Co., Ltd., Hongxin International Limited, Chenhong International Limited, Honglin Technology Co., Ltd. dated 10 October 2014 (the “ New Master Sale Agreement ”, a copy of which has been produced to the Meeting marked “A” and initialed by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder be approved, ratified and confirmed, and the annual cap in relation to the New Master Sale Agreement for the year ending 31 December 2015 be and are hereby approved, confirmed and ratified; and
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(b) any of the directors of the Company be and is hereby authorised to do such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in his/her opinion necessary, desirable or expedient to implement and/or give effect to any matters arising from, relating to, or incidental to the New Master Sale Agreement and the transactions contemplated thereunder.”
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- For identification purposes only
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2. “ THAT :
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(a) the master purchase agreement entered into between (a) Weihaishi Mingbo Wire & Cable Technology Co., Ltd., Weihaishi Honglin Electronic Co., Ltd., Weihai Jinyuan Mingye Property Development Co., Ltd., Dezhou Jincheng Electric Co., Ltd., Tianjin Jincheng Hanisi Automotive Electronics Co., Ltd., New Postcom Technology Company Limited and Shenyang New Postcom Co., Ltd., and (b) Weihaishi Hongbo Wire & Cable Technology Co., Ltd., Dezhou Honglin Electronic Co., Ltd., Chongqing Honglin Technology Co., Ltd., Chongqing Linbo Investment Co., Ltd., Changshu Honglin Electronic Co., Ltd., Changshu Honglin Wire & Cable Co., Ltd., Changshu Honglin Connecting-Technology Co., Ltd., Shenzhen Honglin Communication Technology Co., Ltd., Huizhou Honglin Technology Co., Ltd. and Hongxin International Limited, Chenhong International Limited, Honglin Technology Co., Ltd. dated 10 October 2014 (the “ New Master Purchase Agreement ”, a copy of which has been produced to the Meeting marked “B” and initialed by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder be approved, ratified and confirmed, and the annual cap in relation to the New Master Purchase Agreement for the year ending 31 December 2015 be and are hereby approved, confirmed and ratified; and
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(b) any of the directors of the Company be and is hereby authorised to do such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in his/her opinion necessary, desirable or expedient to implement and/or give effect to any matters arising from, relating to, or incidental to the New Master Purchase Agreement and the transactions contemplated thereunder.”
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“ THAT :
- (a) the master agreement of cross guarantee on banking facilities entered into between (a) Weihaishi Mingbo Wire & Cable Technology Co., Ltd., Weihaishi Honglin Electronic Co., Ltd., Weihai Jinyuan Mingye Property Development Co., Ltd., Dezhou Jincheng Electric Co., Ltd., Tianjin Jincheng Hanisi Automotive Electronics Co., Ltd., New Postcom Technology Company Limited and Shenyang New Postcom Co., Ltd., and (b) Weihaishi Hongbo Wire & Cable Technology Co., Ltd., Dezhou Honglin Electronic Co., Ltd., Chongqing Honglin Technology Co., Ltd., Chongqing Linbo Investment Co., Ltd., Changshu Honglin Electronic Co., Ltd., Changshu Honglin Wire & Cable Co., Ltd., Changshu Honglin Connecting-Technology Co., Ltd., Shenzhen Honglin Communication Technology Co., Ltd., Huizhou Honglin Technology Co., Ltd., Hongxin International Limited, Chenhong International Limited and Honglin Technology Co., Ltd. dated 10 October 2014 (the “ New Cross Guarantee Agreement ”, a copy of which has been
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produced to the Meeting marked “C” and initialed by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder be approved, ratified and confirmed, and the annual cap in relation to the New Cross Guarantee Agreement for the year ending 31 December 2015 be and are hereby approved, confirmed and ratified; and
- (b) any of the directors of the Company be and is hereby authorised to do such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in his/her opinion necessary, desirable or expedient to implement and/or give effect to any matters arising from, relating to, or incidental to the New Cross Guarantee Agreement and the transactions contemplated thereunder.”
By order of the Board HL Technology Group Limited Chi Shaolin Chairman & CEO
Hong Kong, 31 October 2014
Registered Office: Floor 4, Willow House Cricket Square, P.O. Box 2804 Grand Cayman KY1-1112 Cayman Islands
Principal Place of Business in Hong Kong:
33rd Floor Shui On Centre 6–8 Harbour Road Wanchai Hong Kong
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Notes:
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A member entitled to attend and vote at the 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 branch 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 appointed for the holding the Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude any member from attending and voting in person at the Meeting or any adjournment thereof (as the case may be) 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 resolutions 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. Cheng Wen and Mr. Lu Chengye and the independent non-executive Directors are Mr. Thomas Tam, Mr. Pao Ping Wing and Ms. Zheng Lin.
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