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Kontafarma China Holdings Limited — Proxy Solicitation & Information Statement 2021
May 18, 2021
49842_rns_2021-05-18_16d3ef36-b60b-4ad0-b765-4b48cea1d0fe.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: 1312)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Tongfang Kontafarma Holdings Limited (the ‘‘Company’’) will be held at 15th Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong on Friday, 11 June 2021 at 11: 00 a.m., or any adjournment thereof, for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution of the Company. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as defined in the circular of the Company dated 20 May 2021.
ORDINARY RESOLUTIONS
‘‘THAT
- (a) the construction contract and a supplemental agreement both dated 20 April 2021 (the ‘‘Construction Contracts’’) entered into between Chongqing Kangle Pharmaceutical Co., Ltd.* (重慶康樂製藥有限公司) (‘‘Chongqing Kangle’’) (as principal), an indirect non-wholly owned subsidiary of the Company, and Beijing Qingkong Zhongchuang Construction Co., Ltd.* (北京清控中創工程建設有限公司) (‘‘Beijing Qingkong’’) (as contractor) pursuant to which Chongqing Kangle agreed to engage Beijing Qingkong as the general contractor to carry out the construction works for the construction project of high-tech products and chemical drugs production base located at Changshou Economic and Technological Development District, Chongqing, the PRC, at the contract price of RMB34,936,651.39 (subject to adjustments), and the transaction contemplated thereunder be and is hereby approved, confirmed and ratified in all respects; and
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- (b) any one of the directors of the Company (the ‘‘Director’’) be and is hereby authorised to do all such acts and things and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his/her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Construction Contracts and the transaction contemplated thereunder.’’
By Order of the Board Tongfang Kontafarma Holdings Limited Chai Hongjie Chairman
Hong Kong, 20 May 2021
Registered Office: Windward 3 Regatta Office Park P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands
Head office and principal place of business: 15th Floor Allied Kajima Building 138 Gloucester Road Wanchai Hong Kong
Notes:
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Any member of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her/its behalf, subject to the articles of association of the Company. A proxy need not be a member of the Company, but must be present to represent the member. A member who is the holder of two or more shares of the Company (the ‘‘Share(s)’’) may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
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In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
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Where there are joint holders of any Share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, then the one of such joint holders so present whose name stands first on the register of members of the Company shall, in respect of such Share, be entitled alone to vote in respect thereof.
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The resolution at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the results of the poll will be published on the respective websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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The register of members of the Company will be closed from Monday, 7 June 2021 to Friday, 11 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order for a member to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration by 4: 30 p.m. on Friday, 4 June 2021.
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If a tropical cyclone warning signal No. 8 or above is expected to be hoisted, or ‘‘extreme conditions’’ caused by super typhoons exist, or a black rainstorm warning signal is expected to be in force at any time between 8: 00 a.m. and 5: 00 p.m. on the date of the EGM, the EGM will be postponed and Members will be informed of the date, time and venue of the postponed EGM by a supplemental notice posted on the respective websites of the Stock Exchange and the Company.
If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled at or before 8: 00 a.m. on the date of the EGM and where conditions permit, the EGM will be held as scheduled.
The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force. After considering their own situations, Members should decide on their own whether or not they would attend the Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.
- References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Chai Hongjie (Chairman), Mr. Huang Yu (President), Mr. Wei Bingzhang and Mr. Jiang Chaowen (Chief Executive Officer), and three independent non-executive Directors, namely Mr. Chan Sze Chung, Mr. Zhang Ruibin and Mr. Zhang Junxi Jack.
- For identification purpose only
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