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Jolimark Holdings Limited Proxy Solicitation & Information Statement 2008

Jan 8, 2008

50351_rns_2008-01-08_235d43b5-568c-41f0-a590-fa39985bc983.pdf

Proxy Solicitation & Information Statement

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JOLIMARK HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code : 2028)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘Meeting’’) of Jolimark Holdings Limited (the ‘‘Company’’) will be held at Room 1005, Olympia Plaza, 255 King’s Road, North Point, Hong Kong on Monday, 28 January 2008 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT

  • (i) the master supply agreements dated 19 December 2007 entered into between Guangdong Kong Yue Precision Industry Ltd., and each of Kong Yue Electronics & Information Industry (Xin Hui) Ltd. and Jiangmen Kong Yue Jolimark Information Technology Ltd., both of which are subsidiaries of the Company, (the ‘‘Guangdong Precision Master Agreements’’) (a copy of each of which has been produced to the Meeting and marked ‘‘A’’ and ‘‘B’’ respectively and initialed by the chairman of the Meeting for the purpose of identification) in relation to, among other matters, the supply of precision plastic parts and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

  • (ii) the proposed annual caps in relation to the transactions under the Guangdong Precision Master Agreements for the period commencing from the date on which the Guangdong Precision Master Agreements becoming effective until 31 December 2010 and each of the years ending 31 December 2008, 31 December 2009 and 31 December 2010 will not exceed RMB15,400,000, RMB17,710,000 and RMB22,138,000 respectively be and are hereby approved; and

  • (iii) the Directors be and are hereby authorised to execute such other documents, do all other acts and things and take such action as they may consider necessary, desirable or expedient to implement and/or give effect to or otherwise in connection with the Guangdong Precision Master Agreements and any or all the matters contemplated in the Guangdong Precision Master Agreements and this resolution.’’

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2. ‘‘THAT

  • (i) the master supply agreement dated 19 December 2007 entered into between Guang Dong Jotech Kong Yue Precision Industries Ltd. and Kong Yue Electronics & Information Industry (Xin Hui) Ltd., a subsidiary of the Company, (the ‘‘Jiangmen Yida Master Agreement’’) (a copy of which has been produced to the Meeting and marked ‘‘C’’ and initialed by the chairman of the Meeting for the purpose of identification) in relation to, among other matters, the supply of metal stamped parts and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

  • (ii) the proposed annual caps in relation to the transactions under the Jiangmen Yida Master Agreement for the period commencing from the date on which the Jiangmen Yida Master Agreement becoming effective until 31 December 2010 and each of the years ending 31 December 2008, 31 December 2009 and 31 December 2010 will not exceed RMB9,350,000, RMB10,753,000 and RMB13,441,000 respectively be and are hereby approved; and

  • (iii) the Directors be and are hereby authorised to execute such other documents, do all other acts and things and take such action as they may consider necessary, desirable or expedient to implement and/or give effect to or otherwise in connection with the Jiangmen Yida Master Agreement and any or all the matters contemplated in the Jiangmen Yida Master Agreement and this resolution.’’

  1. ‘‘THAT

    • (i) the master service agreement dated 19 December 2007 entered into between Jiangmen Kong Yue Information Product Import Export Ltd. and Kong Yue Electronics & Information Industry (Xin Hui) Ltd., a subsidiary of the Company, (the ‘‘Import and Export Agency Service Agreement’’) (a copy of which has been produced to the Meeting and marked ‘‘D’’ and initialed by the chairman of the Meeting for the purpose of identification) in relation to, among other matters, the import services of direct materials and equipment and export services of products and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

    • (ii) the proposed respective annual caps in relation to (i) handling fees for import services and (ii) export sales amount under the Import and Export Agency Service Agreement for the period commencing from the date on which the Import and Export Agency Service Agreement becoming effective until 31 December 2010 and each of the years ending 31 December 2008, 31 December 2009 and 31 December 2010 will not exceed RMB2,200,000, RMB2,530,000 and RMB3,163,000 and RMB6,600,000, RMB7,590,000 and RMB9,488,000 respectively be and are hereby approved; and

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  • (iii) the Directors be and are hereby authorised to execute such other documents, do all other acts and things and take such action as they may consider necessary, desirable or expedient to implement and/or give effect to or otherwise in connection with the Import and Export Agency Service Agreement and any or all the matters contemplated in the Import and Export Agency Service Agreement and this resolution.’’

On behalf of the Board Au Kwok Lun Director

Hong Kong, 9 January 2008

Registered Office:

Clifton House

75 Fort Street

PO Box 1350 GT

George Town, Grand Cayman Cayman Islands

Principal place of business in Hong Kong:

Room 1005, Olympia Plaza 255 King’s Road, North Point Hong Kong

Notes:

  1. Any shareholder of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

  2. Where there are joint registered holders of any share in the issued share capital of the Company (‘‘Share’’), any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether personally 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 such joint holding.

  3. To be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting as the case may be or, in the case of poll taken subsequent to the date of the Meeting or adjourned meeting, not less than 24 hours before the time appointed for taking the poll.

  4. The ordinary resolutions as set out above will be determined by way of a poll.

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  1. As at the date hereof, the Board comprises Mr. Au Pak Yin, Mr. Au Kwok Lun, Mr. Ou Guo Liang and Mr. Ng Shu Kai as executive Directors; Mr. Lai Ming Joseph, Mr. Meng Yan and Mr. Xu Guangmao as independent non-executive Directors.

As at the date of this announcement, the executive directors of the Company are Mr. Au Pak Yin, Mr. Au Kwok Lun, Mr. Ou Guo Liang and Mr. Ng Shu Kai, and the independent non-executive directors of the Company are Mr. Lai Ming, Joseph, Mr. Meng Yan and Mr. Xu Guangmao.

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