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Launch Tech Company Limited — Proxy Solicitation & Information Statement 2012
Apr 3, 2012
50622_rns_2012-04-03_985d5926-5cd9-4b7a-aedd-07ebd5807a92.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.
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)
NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES
NOTICE IS HEREBY GIVEN that a class meeting of holders of the H shares of Launch Tech Company Limited (the “ Company ”) will be convened and held at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC on Monday, 21 May 2012 at 11:20 a.m., for the purpose of considering and, if thought fit, approving the following special resolution. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 2 February 2011 (the “ Circular ”):
SPECIAL RESOLUTIONS
To consider and, if thought fit, pass (with or without amendments) the following resolutions as special resolutions:
1. “ THAT :
The validity period of all relevant resolutions relating to the Issue of A Shares (as defined in the Circular) in the same structure and manner and in essentially identical terms as those considered and passed at the special general meeting and the class shareholders meetings of the Company for each of the holders of H shares and holders of domestic shares of the Company held on 28 March 2011 (save and except as adjusted in the manner set out in the 2011 Announcement) be extended for a further one year commencing from 28 March 2012 and the authorization of the Board to make the final decision, do all acts and sign all such agreements and/or documents as the Board deems necessary for completing the Issue of A Shares be and are hereby considered and approved.”
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2. “ THAT :
The Issue of A Shares (as defined in Circular) in the same structure and manner and in essentially identical terms as those considered and passed at the special general meeting and the class shareholders meetings of the Company for each of the holders of H shares and holders of domestic shares of the Company held on 28 March 2011 (and except as adjusted in the manner set in the 2011 Announcement) and the authorization of the Board to make the final decision, do all acts and sign all such agreements and/or douments as the Board deems necessary for completing the Issue of A Shares be and are hereby considered and approved.”
By Order of the Board Launch Tech Company Limited Liu Xin Chairman
3 April 2012 Shenzhen, the PRC
Branch H Share registrar and transfer office in Hong Kong:
Computershare Hong Kong Investor Services Ltd.
17M Floor
Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong
Notes:
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(A) Holders of the Company’s H Shares shall note that pursuant to Article 46 of the Articles of Association of the Company, the share register of the Company will be closed during the period from Saturday, 21 April 2012 to Monday, 21 May 2012, both days inclusive, during which period no transfer of shares will be registered. The Company’s H Shares shareholders whose names appear on the register of shareholders of the Company on Monday, 21 May 2012 shall be entitled to attend the class meeting of holders of H Shares (“H Class Meetings”) of the Company and to vote thereat.
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(B) Any shareholders of the Company entitled to attend and to vote at the H Class Meeting shall be entitled to appoint a proxy who need not be a shareholder of the Company, to attend and to vote on his behalf. A member who is the holder of two or more shares may appoint more than one proxy.
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(C) Where a holder of H Shares of the Company appoints more than one proxy, his proxy may only vote in a poll.
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(D) To be valid, the proxy forms for the use of holders of H Shares of the Company and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarised copy of that power of attorney or other authority must be delivered to the Company not less than 24 hours before the time scheduled for holding the special meeting or its adjourned meetings of the Company.
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(E) Holders of H Shares of the Company who intend to attend the H Class Meeting are required to return the reply slip to the Company on or before Tuesday, 1 May 2012. Please refer to the reply slip and instruction for details.
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(F) Completion and return of the proxy form and the reply slip will not affect the right of the shareholders of the Company to attend and to vote at the H Class Meeting. In such event, the form of proxy will be deemed to have been revoked.
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(G) Holders of H Shares shall deliver the proxy form and, if such proxy is signed by a person on behalf of his appointer pursuant to a power of attorney or other authority, a notarially certified copy of the power of attorney or other authority and the reply slip to the Company’s H Share registrar and transfer office in Hong Kong.
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(H) The H Class Meeting is expected to last for half an hour. Shareholders of the Company and their proxies attending the H Class Meeting shall be responsible for the transportation and accommodation expenses on their own.
As as the date hereof, the executive Directors of the Company are Mr. Liu Xin, Mr. Liu Jun, Ms. Huang Zhao Huan and Mr. Jiang Shiwen; the non-executive Directors of the Company are Ms. Liu Yong and Ms. Liu Xiaohua; the independent non-executive Directors of the Company are Mr. Pan Zhongmin, Mr. Liu Yuan and Dr. Zou Shulin.
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