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Launch Tech Company Limited — AGM Information 2014
Apr 30, 2014
50622_rns_2014-04-30_6693fd4a-defb-4d9f-ae16-b5d000b31a23.pdf
AGM Information
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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.
深圳市元征科技股份有限公司 LAUNCH TECH COMPANY LIMITED *
(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 2488)
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
Reference is made to the notice (the “ Initial Notice ”) of annual general meeting (“ AGM ”) dated 30 April 2014, by which the Company convenes the AGM held at the conference room, 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang, Longgang District, Shenzhen, the PRC on Monday, 16 June 2014 at 11:00 a.m. and this supplemental notice shall be read together with the Initial Notice.
THIS SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the following proposed resolution will be considered and, if thought fit, approved (with or without modification) by shareholders of the Company at the AGM, in addition to the proposed resolutions set out in the Initial Notice:
SPECIAL RESOLUTION
- To consider and approve the grant of general mandate to the Board of Directors for the issue of new shares of the Company:
As special business, to authorize the Board of Directors of the Company to determine if the Company shall allot, issue and deal with domestic shares and overseas listed foreign shares (“ H Shares ”) separately or concurrently, according to the market conditions and the needs of the Company, provided that the respective number of shares shall not exceed 20% of the domestic shares or H Shares of the Company in issue on the date of the passing of this special resolution. However, notwithstanding the granting of the general mandate to the Board of Directors, any issue of new domestic shares would require another shareholders’ approval at a shareholders’ meeting in accordance with the relevant PRC laws and regulations.
The special resolutions are as follows:
- (1) Subject to the conditions set out in paragraphs (3) and (4) below and pursuant to the Company Law of the People’s Republic of China (the “ PRC ”) (the “ PRC Company Law ”) and the relevant regulatory requirements (as amended from time to time) of the places where the shares
- for identification purpose only
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of the Company are listed, the Board of Directors be granted a general and unconditional mandate to exercise all the powers of the Company to allot, issue and deal with new shares during the “Relevant Period” and to determine the terms and conditions for the allotment and issue of new shares which include, without limitation, the following terms:
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a. class and number of new shares to be issued;
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b. price determination method of new shares and/or issue price (including price range);
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c. the starting and closing dates for the issue;
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d. class and number of the new shares to be issued to existing shareholders; and
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e. the making or granting of offers, agreements and options which might require the exercise of such powers.
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(2) The approval in paragraph (1) above shall authorize the Board of Directors during the “Relevant Period” to make or grant proposals, agreements and options which would or might require the exercise of such powers after the end of the “Relevant Period”.
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(3) The aggregate nominal amount of each the new domestic shares and new H Shares allotted, issued and dealt with conditionally or unconditionally (whether pursuant to an option or otherwise) by the Board of Directors pursuant to the approval in paragraph (1), other than the shares issued pursuant to the Rights Issue (as hereinafter defined) or the rights to purchase the shares of the Company under any option scheme or similar arrangement, shall not exceed 20% of the domestic shares and H Shares of the Company in issue respectively as at the date of passing this resolution.
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(4) In exercising the powers granted in paragraph (1), the Board of Directors must (a) comply with the PRC Company Law and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed; and (b) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.
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(5) For the purpose of this resolution:
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“ Relevant Period ” means the period from the date of passing this resolution until the earlier of:
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a. the expiration of the 12-month period following the passing of this resolution;
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b. the conclusion of the next annual general meeting of the Company; or
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c. the revocation or variation of the mandate granted under this resolution by a special resolution of the Company’s shareholders in a general meeting.
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“ Rights Issue ” means the allotment or issue of shares in the Company or other securities which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where such proposed share allotment or issue is not permitted under the law of that place) and, where appropriate, the holders of other equity securities of the Company entitled to such offer, pro-rata (apart from fractional entitlements) to their existing holdings of shares or such other equity securities.
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(6) The Board of Directors, subject to the approval of the relevant authorities of the PRC and in accordance with the Company Law, be authorized to increase the registered capital of the Company to the required amount upon the exercise of the powers pursuant to paragraph (1) above.
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(7) The Board of Directors be authorized to sign the necessary documents, complete the necessary formalities and take other necessary steps to complete the allotment, issue and listing of new shares, provided that the same do not violate the relevant laws, administrative regulations, the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed and the Articles of Association.
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(8) Subject to the approval of the relevant PRC authorities, the Board of Directors be authorized to make amendments to the Articles of Association as appropriate and necessary after the completion of the allotment and issue of new shares according to the method, type and number of the allotment and issue of new shares by the Company and the actual shareholding structure of the Company at the time of completion of the allotment and issue of new shares in order to reflect the changes of the share capital structure and registered capital of the Company pursuant to the exercise of this mandate.
By Order of the Board Launch Tech Company Limited Liu Xin Chairman
30 April 2014 Shenzhen, the PRC
Notes:
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A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies (whether they are members of the Company or not) to attend and vote on his/her/its behalf at the meeting(s).
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The proxy form must be signed by a shareholder, or his attorney duly authorised in writing. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of the H Shares only) or the Company’s principal place of business at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC (for the holders of the Domestic Shares only) not later than 24 hours before the time of the meeting or any adjourned meeting.
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Since the proxy form (the “ First Proxy Form ”) sent together with the Initial Notice does not contain the proposed resolution for the proposed grant of issue mandate set out in this supplemental notice, a new proxy form (the “ Second Proxy Form ”) has been prepared and is sent together with the Company’s supplemental circular of which this supplemental notice of AGM forms part.
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Shareholders are requested to complete and return the Second Proxy Form in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of the H Shares only) or the Company’s principal place of business at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC (for the holders of the Domestic Shares only) not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof.
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A shareholder who has not yet lodged the First Proxy Form with the Company is requested to lodge the Second Proxy Form if he/she wishes to appoint proxies to attend the AGM on his/her behalf. In this case, the First Proxy Form should not be lodged with the Company.
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A shareholder who has already lodged the First Proxy Form with the Company should note that:
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(i) if no Second Proxy Form is lodged with the Company, the First Proxy Form will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy so appointed by the shareholder will be entitled to vote at his/ her discretion or to abstain from voting on any resolution properly put to the AGM, including the resolution for, among other matters, the proposed refreshment of the Scheme Mandate Limit of the Share Option Scheme, as set out in this supplemental notice of AGM.
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(ii) if the Second Proxy Form is lodged with the Company 24 hours prior to the time appointed for holding the AGM (the “ Closing Time ”), the Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder if correctly completed.
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(iii) if the Second Proxy Form is lodged with the Company after the Closing Time, the Second Proxy Form will be invalid. However, it will revoke the First Proxy Form previously lodged by the shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Proxy Form or the Second Proxy Form) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, shareholders are advised not to lodge the Second Proxy Form after the Closing Time. In such case, if such Shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.
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Shareholders are reminded that completion and delivery of the First Proxy Form and/or the Second Proxy Form will not preclude shareholders from attending and voting in person at the AGM or at any adjourned meeting should they so wish.
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Shareholders are reminded to refer to other notes contained in the Initial Notice.
As at the date of this announcement, the board of directors of the Company comprises Mr. Liu Xin (Chairman), Mr. Liu Jun, Ms. Huang Zhao Huan and Mr. Jiang Shiwen as executive Directors, Ms. Liu Yong as non-executive Director, and Mr. Pan Zhongmin, Mr. Liu Yuan and Dr. Zou Shulin as independent non-executive Directors.
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