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Kinergy Corporation Ltd. Proxy Solicitation & Information Statement 2021

Oct 22, 2021

50799_rns_2021-10-22_113552fd-91e2-461a-8363-f42fc2b8f0da.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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Kinergy Corporation Ltd. 光控精技有限公司[*]

(Incorporated in Singapore with limited liability)

(Stock Code: 3302)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Kinergy Corporation Ltd. will be held by way of electronic means on Friday, 12 November 2021 at 9:30 a.m. for the purposes of considering and, if thought fit, passing with or without modifications, the following proposed ordinary resolutions of the Company. The Company will be conducting the EGM by way of electronic means at its registered office at 1 Changi North Street 1, Lobby 2, Singapore 498789. The Company will observe safe distancing measures in conducting the EGM. Shareholders should note that due to the current COVID-19 advisories issued by the relevant authorities in Singapore and the related safe distancing measures in Singapore, the EGM will be held by way of electronic means and Shareholders will not be able to attend the EGM in person . Unless otherwise defined, capitalised terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 22 October 2021.

ORDINARY RESOLUTIONS

  1. THAT:-

  2. (a) the supplemental agreement (the “ Supplemental Agreement ”) dated 19 August 2021 entered into among Shanghai CEL Puyan Equity Investment Management Limited (上 海光控浦燕股權投資管理有限公司), Kinergy Intelligent Manufacturing Equipment (Nantong) Co. Ltd. (精技智能裝備(南通)有限公司), Nanyang Chanye Investment Group Limited (南陽產業投資集團有限公司), Zibo Fuyan Equity Investment Fund Partnership (Limited Partnership) (淄博弗燕股權投資基金合夥企業(有限合夥)) and Nantong Guangguan Zhihe Enterprise Management Partnership (Limited Partnership) (南通光冠智合企業管理合夥企業(有限合夥)) (the “ Partners* ”) (a copy of the Supplemental Agreement has been produced to the meeting and marked “A” and initialed by the chairman of the Meeting for identification purpose) to amend and supplement certain terms and conditions of the fund partnership agreement dated 30 July 2021, entered into among the Partners and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

  3. For identification purposes only

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  • (b) any one of the Directors be and is hereby authorised for and on behalf of the Company to take any action and execute such other documents as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Supplemental Agreement and the transactions contemplated thereunder.”

Yours faithfully, By Order of the Board Kinergy Corporation Ltd. Lim Kuak Choi Leslie

Executive Director and Chief Executive Officer

Hong Kong, 22 October 2021

Notes:

  1. In order to determine the list of Shareholders who are entitled to attend and vote at the EGM, the register of the Shareholders of the Company will be closed from Tuesday, 9 November 2021, to Friday, 12 November 2021 (both days inclusive), during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of the Shareholders of the Company on Friday, 12 November 2021 will be entitled to attend and vote at the EGM. In order to attend the EGM, any Shareholder whose transfer has not been registered shall lodge the transfer documents together with the relevant share certificate with Boardroom Share Registrars (HK) Limited, the Company’s Hong Kong branch share registrar and transfer office, at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong, by no later than 4:30 p.m. on Monday, 8 November 2021.

  2. Pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the EGM will be held by way of electronic means at 9:30 a.m. on Friday, 12 November 2021 for the purpose of considering and if thought fit, passing, with or without any modification, the Ordinary Resolutions set out in the Notice of EGM dated 22 October 2021.

  3. The details in relation to attendance at the EGM via electronic means (including arrangements by which the EGM proceedings may be electronically accessed via live audio-visual webcast or live audio-only stream), submission of comments, queries and/or questions to the Chairman of the Meeting in advance of the EGM, addressing of substantial and relevant comments, queries and/or questions before the EGM and voting by appointing the Chairman of the Meeting as proxy at the EGM, are set out in Appendix II of the Circular dated 22 October 2021 which may be accessed at the SEHK ( www.hkexnews.hk ) and/or the Company’s website ( http://www.kinergy.com.sg ).

  4. A Shareholder (whether individual or corporate) must appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM in accordance with the instructions on the Proxy Form if such Shareholder wishes to exercise his/her/its voting rights at the EGM. The Proxy Form may be accessed at the SEHK ( www.hkexnews.hk ) and/or the Company’s website ( http://www.kinergy.com.sg ). Where a Shareholder (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the Proxy Form, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.

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  1. The Proxy Form must be submitted to the Company in the following manner:

  2. (a) if submitted by post, be lodged with the Company’s Share Registrar, Boardroom Share Registrars (HK) Limited, at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong; or

  3. (b) if submitted by way of electronic means, be submitted via email to the Company’s Share Registrar at [email protected] ,

in either case, by 9:30 a.m. on Wednesday, 10 November 2021. A Shareholder who wishes to submit the Proxy Form must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or by scanning and submitting it by way of electronic means via email to the email address provided above. In view of the current COVID-19 advisories issued by the relevant authorities in Singapore and the related safe distancing measures in Singapore, Shareholders are strongly encouraged to submit the completed Proxy Forms by way of electronic means via email.

  1. Where the Proxy Form is executed by an individual, it must be executed under the hand of the individual or his attorney duly authorised. Where the Proxy Form is executed by a corporation, it must be executed either under its common seal or under the hand of any officer or attorney duly authorised.

  2. As at the date hereof, the executive Directors are Mr. Lim Kuak Choi Leslie, Mr. Du Xiaotang, Mr. Lim Khin Mann and Mr. Tay Kim Kah; the non-executive Directors are Mr. Yang Ping (Chairman) and Mr. Tsang Sui Cheong Frederick; and the independent non-executive Directors are Dr. Senerath Wickramanayaka Mudiyanselage Sunil Wickramanayaka, Professor Zhang Wei and Mr. Hoon Chee Wai.

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