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Kinergy Corporation Ltd. Proxy Solicitation & Information Statement 2024

Jun 14, 2024

50799_rns_2024-06-14_070f5cd0-4999-4ef7-84d1-d6d9f4ff7807.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 notice, 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 notice.

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Kinergy Corporation Ltd. 精技集團有限公司[*]

(Incorporated in Singapore with limited liability)

(Stock Code: 3302)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Kinergy Corporation Ltd. (the “ Company ”) will be held at 1 Changi North Street 1, Singapore 498789 on Friday, 5 July 2024 at 9:30 a.m. (the “ EGM ”). Persons entitled to attend and vote at the EGM are allowed to attend and vote through the video-conference system which will be located in Hong Kong at the office of China Everbright Limited at 46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Unless otherwise defined, capitalised terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 14 June 2024. The abovementioned extraordinary general meeting will be held for the purposes of considering and, if thought fit, passing with or without modifications, the following proposed ordinary resolution(s) of the Company:

THAT:

  • (a) the fund partnership agreement (the “ Fund Partnership Agreement ”) dated 5 July 2024 entered into among Shanghai GenLight Capital Management Co. Ltd.[] (上海光朴創業投 資管理有限公司), Nantong Angel Master Investment Fund (Limited Partnership) (南通 天使引導投資基金(有限合夥)), Nantong Kechuang Group Company Limited* (南通科 創集團有限公司), Nantong Nengda Xinxing Industry Master Fund Partnership (Limited Partnership)[] (南通能達新興產業母基金合夥企業(有限合夥)), the Company 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)) (a copy of the Fund Partnership Agreement has been produced to the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
  • 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 Fund Partnership 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, 14 June 2024

Principal place of business in Hong Kong:

31/F

148 Electric Road

North Point

Hong Kong

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, 2 July 2024, to Friday, 5 July 2024 (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, 5 July 2024 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 Friday, 28 June 2024.

  2. A member of the Company who is not Relevant Intermediary and entitled to attend and vote at the EGM convened by the above notice is entitled to appoint not more than two (2) proxies to attend and vote on his/her behalf. Where a member appoints more than one (1) proxy, the number and class of Shares in relation to which each proxy has been appointed shall be specified in the Proxy Form.

A member of the Company who is a Relevant Intermediary and entitled to attend and vote at the EGM convened by the above notice is entitled to appoint more than two (2) proxies to attend and vote on his/her behalf, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where a member appoints more than one (1) proxy, the number and class of Shares in relation to which each proxy has been appointed shall be specified in the Proxy Form.

“Relevant Intermediary” shall have the same meaning ascribed to it in Section 181 of the Companies Act 1967 of Singapore.

  1. A proxy need not be a member of the Company.

  2. 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.

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  1. In order to be valid, the Proxy Form must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the EGM or any adjournment thereof, should he/she so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

  2. In the case of joint holders of a share, if more than one of such joint holders is present at a meeting, the vote of the senior who tenders a vote, whether in person or by proxy or by attorney, or in the case of a corporation, by its duly authorized representative, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the name which stands first in the Register of Members in respect of the joint holding.

  3. As at the date hereof, the board of directors of the Company comprises:

    • Mr. LIM Kuak Choi Leslie ( Chief Executive Officer, Executive Director )

    • Mr. DU Xiaotang ( Executive Director )

    • Mr. LIM Khin Mann ( Executive Director )

    • Mr. TAY Kim Kah ( Executive Director )

    • Mr. LOH Kin Wah ( Chairman, Non-Executive Director )

    • Mr. FAN Zhirong ( Non-Executive Director )

    • Mr. HOON Chee Wai ( Independent Non-Executive Director )

    • Dr. Senerath Wickramanayaka Mudiyanselage Sunil WICKRAMANAYAKA

    • ( Independent Non-Executive Director )

    • Dr. ANG Peng Huat ( Independent Non-Executive Director )

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