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KOALA Financial Group Limited Proxy Solicitation & Information Statement 2015

Jun 23, 2015

51341_rns_2015-06-23_876c72c4-12f7-4cf0-8c3e-c8d24392b418.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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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8226)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Sunrise (China) Technology Group Limited (the “ Company ”) will be held at Units 01-03, 28th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Friday, 10 July 2015 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) the subscription agreement dated 21 May 2015 (the “ Subscription Agreement ”), a copy of which has been produced to the meeting and marked “A” for the purpose of identification, and entered into between (i) the Company as issuer and (ii) Ms. Wong Ka Man as subscriber, in relation to the issue of the 3% unsecured three-year convertible bonds in the principal amount of HK$80,000,000 (the “ Convertible Bonds ”) by the Company to the Subscriber and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

  • (b) subject to the fulfillment of the conditions of the Subscription Agreement, any one Director be and is hereby authorised to exercise all the powers of the Company and to take all steps as might in his/her opinion be desirable or necessary in connection with the Subscription Agreement to, including without limitation, issue the Convertible Bonds in favour of the Subscriber;

  • (c) the allotment and issue of new ordinary shares (the “ Conversion Shares ”) of HK0.01 each in the share capital of the Company upon exercise of the conversion rights attaching to the Convertible Bonds, pursuant to the terms of the Convertible Bonds, be and is hereby approved; and

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  • (d) any director of the Company be and is hereby authorised to do such acts and things, to sign and execute all such further documents (in case of execution of documents under seal, to do so by any two directors of the Company or any director of the Company together with the secretary of the Company) and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Subscription Agreement or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.”

By order of the Board Sunrise (China) Technology Group Limited Ma Arthur On-hing Executive Director

Hong Kong, 23 June 2015

Notes:

  1. Any member entitled to attend and vote at the above meeting is entitled to appoint one or more than one proxy to attend and to vote in his stead in accordance with the articles of association of the Company. A proxy need not to be a member of the Company.

  2. Whether there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, then one of the said holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

  3. To be valid, the 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 attorney or authority must be deposited at the Company’s Hong Kong branch share registrar, Union Registrars Limited at A18/F, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the above meeting or any adjournment thereof.

  4. Delivery of a form of proxy shall not preclude a member from attending and voting in person at the above meeting and in such event, the form of proxy shall be deemed to be revoked.

As at the Latest Practicable Date, the Board comprises eight Directors namely Mr. Ma Arthur On-hing, Mr. Shan Biao, Mr. Mui Wai Sum and Ms. Kwan Kar Ching, being the executive Directors, Mr. Chen Wai Chung Edmund, being the non-executive Director and Mr. Ho Chun Kit Gregory, Mr. Ho Wai Shing and Mr. Hung Cho Sing, being the independent non-executive Directors.

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