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Launch Tech Company Limited — Proxy Solicitation & Information Statement 2012
Apr 3, 2012
50622_rns_2012-04-03_967ee23b-9fc9-41e1-9ed9-1a4cd7248bdf.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular, or as to the action to be taken, you should consult a stockbroker, or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Launch Tech Company Limited , you should at once hand this circular together with the enclosed forms of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
This circular is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Launch Tech Company Limited .
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
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)
EXTENSION OF VALIDITY PERIOD OF THE ISSUE OF A SHARES, APPROVAL OF ISSUE OF A SHARES AND NOTICE OF SPECIAL GENERAL MEETING AND CLASS MEETINGS
The notices of special general meeting (the “SGM”) and the class meetings of holders of H-shares and holders of domestic shares of the Company (the “Class Meetings”) all dated 3 April 2012 giving notice of the date of the SGM and the Class Meetings to be held on 21 May 2012 at 11:00 a.m., 11:20 a.m. and 11:40 a.m. respectively are set out on pages 7 to 15 of this circular.
Proxy forms for use at the SGM and the Class Meetings (the “Proxy Forms”) containing the proposed resolutions are enclosed herewith. The Proxy Forms will also be published on the website of the Stock Exchange (www.hkex.com.hk).
Whether or not you intend to attend the meetings, you are reminded to complete the Proxy Forms enclosed with this circular, in accordance with the instructions printed thereon and return the same to the Company’s H Share registrar in Hong Kong, 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 in the PRC 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) as soon as possible but in any event not less than 24 hours before the time fixed for holding the SGM and the Class Meetings or at any adjournment thereof. Completion and delivery of the Proxy Forms will not prevent you from attending, and voting in person at the SGM and the Class Meetings or at any adjourned meeting if you so wish.
This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
3 April 2012
CONTENTS
| Page | |
|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
1 |
| LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
4 |
| NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
7 |
| NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES . . . . . . . . . . . . . . | 10 |
| NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES . . . . . |
13 |
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms shall have the following meanings:
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“Articles of Association”
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the articles of association of the Company as may be amended from time to time
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“2011 SGM”
-
the special general meeting of the Company held at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC on 28 March 2011 at which the Issue of A Shares Resolution was duly passed
-
“Class Meeting Notices” the notices dated 3 April 2012 for convening the Class Meetings
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“Board” the board of Directors
-
“Class Meetings” the respective class meetings of the holders of H Shares and the Domestic Shares to be held on 21 May 2012
“Company” 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 PRC, the H Shares of which are listed on the Main Board
-
“CSRC” China Securities Regulatory Commission
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“Directors” directors of the Company
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“Domestic Shares” domestic share(s) of RMB1.00 each in the share capital of the Company which are subscribed for in RMB
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“Group” the Company and its subsidiaries
-
“H Shares”
the overseas listed foreign invested share(s) of RMB1.00 each in the share capital of the Company which are listed on the Main Board and subscribed for and traded in HK$
- “HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
* for identification purpose only
– 1 –
DEFINITIONS
-
“Issue of A Shares”
-
the proposed issue of not more than 12 million A Shares with a nominal value of RMB1.00 each (subject to any adjustment resulting from any change to the issued share capital of the Company up to completion of the Issue of A Shares) to natural persons, legal persons and other institutional investors recognised by the CSRC, who maintain A share account with the Shenzhen Stock Exchange (except those prohibited by PRC laws and regulations, and other regulatory requirements to which the Company is subject to)
-
“Issue of A Shares Resolution”
-
all resolution(s) in relation to the proposed allotment and issuance of A Shares and the authorization of the Directors to take such steps as they consider necessary, desirable and expedient to give effect to the Issue of A Shares in accordance with the relevant requirement of the CSRC, the Hong Kong Stock Exchange, the Shenzhen Stock Exchange and to delegate such authorization which was duly passed as special resolution of the Company on 28 March 2011
-
“Issue of A Shares Class Meetings”
-
the respective class meetings of the holders of the H Shares and the Domestic Shares held on 28 March 2011
-
“Latest Practicable Date”
-
2 April 2012, being the latest practicable date before the printing of this circular for ascertaining certain information contained in this circular
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“Listing Rules”
-
Rules Governing the Listing of Securities on the Stock Exchange
-
“Main Board”
-
the securities market operated by the Stock Exchange prior to the establishment of the GEM (excluding the options market) and which stock market continues to be operated by the Stock Exchange in parallel with the GEM. For the avoidance of doubt, the Main Board excludes the GEM
-
“PRC” People’s Republic of China
-
“RMB” Renminbi, the lawful currency of the PRC
-
“SFO”
-
the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong
– 2 –
DEFINITIONS
| “SGM” | the special general meeting of the Company to be held |
|---|---|
| at 9th Floor, Office Block, Launch Industrial Park, | |
| North of Wuhe Road, Banxuegang Longgang District, | |
| Shenzhen, the PRC on 21 May 2012 to pass the special | |
| resolutions as set out in the SGM notice | |
| “SGM Notice” | the notice dated 3 April 2012 for convening the SGM |
| “Shareholder(s)” | holder(s) of Share(s) |
| “Shares” | H Shares, Domestic Shares and all shares of other |
| class(es) resulting from any sub-division, consolidation | |
| or reclassification thereof from time to time in the | |
| share capital of the Company | |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “%” | per cent. |
– 3 –
LETTER FROM THE BOARD
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)
3 April 2012
Dear Sir or Madam,
EXTENSION OF THE VALIDITY PERIOD OF THE ISSUE OF A SHARES RESOLUTION, APPROVAL OF ISSUE OF A SHARES AND NOTICE OF SPECIAL GENERAL MEETING AND CLASS MEETINGS
1. INTRODUCTION
The purpose of this circular is to notify you of the date of the SGM and the Class Meetings and to provide you with information regarding (i) the proposed extension of the validity period of the Issue of A Shares Resolution/approval of Issue of A Shares; and (ii) to seek your approval of the resolutions relating to these matters at the SGM and the Class Meetings to be held on 21 May 2012.
2. EXTENSION OF THE VALIDITY PERIOD OF THE ISSUE OF A SHARES RESOLUTION/APPROVAL OF ISSUE OF A SHARES
Reference is made to (i) the Company’s circular dated 2 February 2011 (the “2011 Circular”), the 2011 SGM and the Issue of A Shares Class Meetings held on 28 March 2011 and (ii) the announcement of the Company dated 28 March 2011 in relation to, inter alia, the results of the 2011 SGM and the Issue of A Shares Class Meetings. At the 2011 SGM and the Issue of A Shares Class Meetings held on 28 March 2011, the Issue of A Shares Resolution was duly passed as special resolution of the Company. The validity period of the Issue of A Shares Resolution will lapse on 27 March 2012 unless further extended by the Shareholders.
Reference is also made to the announcement of the Company dated 21 October 2011 (the “2011 Announcement”) which sets out the adjusted amount to be raised from the issue of A Shares and the adjustments to be made to the use of proceeds from the Issue of A Shares.
The Company had submitted an application to the CSRC for the Issue of A Shares and the CSRC had issued the Notice on the Acceptance of the Application for the Issue of A Shares for the proposed Issue of A Shares. The said application is under review by the CSRC.
– 4 –
LETTER FROM THE BOARD
As the validity period of Issue of A Shares Resolution will lapse on 27 March 2012 unless further extended by the Shareholders, the Board considers that it is in the interest of the Company and the Shareholders to extend the validity period of the Issue of A Shares Resolution for a further one year period commencing from 28 March 2012.
Shareholders are referred to the details regarding the proposed Issue of A Shares including, among others, the structure, manner and use of proceeds of the proposed Issue of A Shares and the rights attached to the A Shares as set out in the 2011 Circular and the adjustments to the proposal as set out in the 2011 Announcement. The Issue of A Shares Resolution will be proposed to the Shareholders again for their approval at the SGM and the Class Meetings to be held on 21 May 2012.
Reasons for the proposed Issue of A Shares
The Directors believe that the proposed Issue of A Shares will further broaden the Company’s funding channels, and thereby improve the Company’s capital structure and its debt financing capacity. In addition, the Issue of A Shares will provide the Company with financial resources for the specific needs as stipulated in the paragraph headed “Use of Proceeds” in the 2011 Circular and improve the competitiveness of the Group. The Directors believe that the Issue of A Shares will enhance the profile and corporate image of the Group, and is beneficial to the long term development of the Group.
Conditions
The proposed Issue of A Shares is subject to, amongst others, (i) approval from the Shareholders; (ii) approval from the CSRC; and (iii) the approval of the Shenzhen Stock Exchange as to the listing and dealing in the A Shares.
Warning:
The Company would like to emphasize that (i) the Issue of A Shares is at a preliminary stage and that the definitive timetable for the Issue of A Shares has not yet been finalised; and (ii) there is no assurance that the Company will be able to obtain the relevant approvals for the Issue of A Shares from, among others, the CSRC. Shareholders and potential investors should be aware that the Company may or may not proceed with the Issue of A Shares. Shareholders and potential investors are advised to exercise caution when dealing in the H Shares.
3. SGM AND CLASS MEETINGS
The SGM Notice and the Class Meetings Notices are set out on pages 7 to 15 of this circula. At the SGM and the Class Meetings, resolutions will be proposed to approve the proposed extension of the validity period of the Issue of A Shares Resolution and the Issue of A Shares.
The vote of the Shareholders at the SGM and the Class Meetings shall be taken by poll.
– 5 –
LETTER FROM THE BOARD
4. ACTION TO BE TAKEN
The Proxy Forms for use at the SGM and the Class Meetings are enclosed with this circular. Whether or not you intend to attend the meetings, please complete the enclosed Proxy Forms in accordance with the instructions printed thereon and return them to the Company’s registered office and principal place of business at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC, Shenzhen, the PRC (for holders of Domestic Shares), or the Company’s H Share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183, Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) as soon as possible and in any event not less than 24 hours before the time for holding of the relevant meeting or any adjournment thereof (as the case may be). Completion and return of the Proxy Forms will not preclude you from attending and voting at the meetings (or any adjournment thereof) should you so wish.
5. CLOSURE OF REGISTER OF MEMBERS
The register of members will be closed from Saturday, 21 April 2012 to Monday, 21 May 2012, both days inclusive, during which period no transfer of the H Shares will be effected. In order to be eligible to attend the SGM and the Class Meetings for the holders of the H Shares, and to vote as the Shareholders, all transfers of the H Shares together with the relevant hare certificates must be delivered at the Company’s H Share registrar’s transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 20 April 2012. All transfers of the Domestic Shares together with the relevant share certificates must be delivered at the Company’s business office at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang, Longgang District, Shenzhen, the PRC no later than 4:30 p.m. on Friday, 20 April 2012.
6. RECOMMENDATION
The Directors believe that the extension of the validity period of the Issue of A Shares Resolution and the resolution relating to the approval of the Issue of A Shares set out in the SGM notice and the Class Meetings Notice are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that you should vote in favour of the resolutions set out in these notices.
Yours faithfully, By Order of the Board Launch Tech Company Limited* Liu Xin
Chairman
* for identification purpose only
– 6 –
NOTICE OF SPECIAL GENERAL MEETING
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 SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) 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 11:00 a.m., for the purpose of considering and, if thought fit, approving the following special resolutions. 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.”
– 7 –
NOTICE OF SPECIAL GENERAL MEETING
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 consideredand 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:
-
(A) Shareholders of the Company 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. Shareholders of the Company whose names appear on the register of shareholders of the Company on Monday, 21 May 2012 shall be entitled to attend the SGM of the Company and to vote thereat.
-
(B) Any shareholders of the Company entitled to attend and to vote at the SGM 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.
-
(C) Where a shareholder of the Company appoints more than one proxy, his proxy may only vote in a poll.
-
(D) To be valid, the proxy forms for the use of shareholders 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.
-
(E) Shareholders of the Company who intend to attend the SGM 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.
-
(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 SGM. In such event, the form of proxy will be deemed to have been revoked.
– 8 –
NOTICE OF SPECIAL GENERAL MEETING
-
(G) Holders of domestic 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 principal place of business in the PRC.
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(H) 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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(I) The SGM is expected to last for half an hour. Shareholders of the Company and their proxies attending the SGM shall be responsible for the transportation and accommodation expenses on their own.
– 9 –
NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES
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.”
– 10 –
NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES
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:
-
(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.
-
(C) Where a holder of H Shares of the Company appoints more than one proxy, his proxy may only vote in a poll.
-
(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.
– 11 –
NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES
-
(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.
-
(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.
– 12 –
NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES
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 DOMESTIC SHARES
NOTICE IS HEREBY GIVEN that a class meeting of holders of the domestic 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 11:40 a.m., for the purpose of considering and, if thought fit, approving the following special resolutions. 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.”
– 13 –
NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES
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
Principal Place of Business in PRC:
9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the People’s Republic of China
Notes:
-
(A) Any holder of the Company’s Domestic Shares, whose names appear on the register of members of the Company on Monday, 21 May 2012, are entitled to attend the Class Meeting of Holders of Domestic Shares (“Domestic Class Meeting”) and to vote thereat.
-
(B) Any holder of the Company’s Domestic Shares entitled to attend and vote at the Domestic Class Meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy needs not be a shareholder of the Company. A shareholder holding two or more Domestic Shares may appoint more than one proxy.
-
(C) Where a holder of Domestic Shares of the Company appoints more than one proxy, his proxies may only vote in a poll.
-
(D) Holders of Domestic Shares of the Company who intend to attend the Domestic Class Meeting are required to complete and return to the Company’s principal place of business in the PRC the enclosed reply slip by Tuesday, 1 May 2012. Further details are set out in the reply slip and explanation thereto.
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(E) Completion and return of the proxy forms and reply slip will not affect the right of shareholders of the Company to attend and vote at the Domestic Class Meeting, if the shareholders of the Company so desire and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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(F) Holders of Domestic Shares shall deliver the proxy forms (and a notarially certified copy of the power of attorney or other authority if such proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority) and the reply slip to the Company’s principal place of business in the PRC.
– 14 –
NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES
- (G) The Domestic Class Meeting is expected to last for half an hour. Shareholders of the Company and proxies attending the Domestic Class Meeting shall be responsible for their own transportation and accommodation expenses.
– 15 –