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InvesTech Holdings Limited Proxy Solicitation & Information Statement 2015

Jun 9, 2015

49676_rns_2015-06-09_344a89c8-6706-47d4-ac08-319d88b434c5.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 3 p.m. on Thursday, 25 June 2015 at Conference Room No. 8, 8th Floor, Jin Tai Hotel, No. 38 Di’anmenxidajie, Xicheng District, Beijing, People’s Republic of China for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. THAT :

    • (a) the conditional sale and purchase agreement dated 28 April 2015 entered into between the Company, Jia Ya Developments Limited and Mr. Chi Shaolin (the “ S&P Agreement ”) in relation to, among others, the disposal of the entire interest in Honglin International Limited (a copy of which has been produced to the EGM marked “A” and initialled by the chairman of the EGM (the “ Chairman ”) for identification purpose) and the transactions contemplated thereunder be and are hereby confirmed, ratified and approved; and

    • (b) any one or more of the directors of the Company be and is hereby authorised to do all such acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the S&P Agreement and the transactions contemplated thereunder.”

THAT :

  • (a) the agreement dated 28 April 2015 entered into between 威海市裕博線纜科技有 限公司 (Weihaishi Yubo Wire & Cable Technology Co., Ltd.*) (“ Weihai Yubo ”) and 威海市泓淋電子有限公司 (Weihaishi Honglin Electronic Co., Ltd.) (“ Weihai Electronic ”) (the “ Entrustment Loan Agreement ”) in relation to, among others, Weihai Yubo continuing to entrusting a qualified bank to provide an entrustment

  • for identification purposes only

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loan to Weihai Electronic in the principal amount of not more than RMB95 million and the total amount of the entrustment loan which includes the principal amount and the interests accrued at any time during the term of the Entrustment Loan Agreement not more than RMB102 million (a copy of which has been produced to the EGM marked “B” and initialled by the Chairman for identification purpose) and the transaction contemplated thereunder be and are hereby confirmed, ratified and approved, and the relevant cap on an annual basis in the amount of RMB102 million for the year ending 31 December 2015 be and are hereby confirmed, ratified and approved; and

  • (b) any one or more of the directors of the Company be and is hereby authorised to do all such acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the Entrustment Loan Agreement and the transaction contemplated thereunder.”

By order of the Board HL Technology Group Limited Chi Shaolin Chairman & CEO

Hong Kong, 10 June 2015

Principal Place of Business in Hong Kong:

33rd Floor Shui On Centre 6–8 Harbour Road Wanchai Hong Kong

Notes:

  1. 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.

  2. 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 Shops 1712–1716, 17/F, 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 Meeting or any adjourned meeting thereof should he so wishes.

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  1. 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.

  2. The ordinary resolutions set out in this notice of extraordinary general meeting will be put to shareholders of the Company 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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