AI assistant
Launch Tech Company Limited — Proxy Solicitation & Information Statement 2017
Feb 7, 2017
50622_rns_2017-02-07_9846771f-a607-478e-8932-6a6ab608987f.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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 SPECIAL GENERAL MEETING
A special general meeting will be convened by the Company at the conference room, 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang, Longgang District, Shenzhen, the PRC on Tuesday, 28 March 2017 at 11:00 a.m.
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 SGM:
SPECIAL RESOLUTION
- To consider and approve the amendment to Article 17 and 18 of the articles of association that both existing Article 17 and 18 are to be deleted and replaced by the following Article 17 and 18:
Article 17
Having been approved by the approving authority authorised by the State Council, a total of 33,000,000 ordinary shares of RMB1 each were issued when the Company was incorporated. 100% of the said ordinary shares of the Company were held by the promoters of the Company. The names, shareholdings were as follows:
| No. | Name of Promoters | Shareholdings(0,000shares) | Shareholdings(0,000shares) | % |
|---|---|---|---|---|
| 1 | Liu Xin | 1,320.00 | 40.00% | |
| 2 | Shenzhen Langqu Technology Development Company Limited | 1,196.25 | 36.25% | |
| 3 | Shenzhen DeShiYu Investment Company Limited | 495.00 | 15.00% | |
| 4 | Shenzhen Jiexin Technology Development Company Limited | 192.39 | 5.83% | |
| 5 | Wang Xue Zhi | 96.36 | 2.92% | |
| Total | 3,300.00 | 100.00% |
1
Article 18
Having been approved by the China Securities Regulatory Commission, after the registration and establishment, the Company has issued 27,360,000 ordinary shares which are all listed foreign shares representing 45.32% of the registered capital(ordinary shares). At the moment of establishment of the Company, the par value of each share is RMB 1.00. Having been approved by the China Securities Regulatory Department of State Council, the share capital spilt to RMB 0.10 and then merged to RMB 1.00 again. In 3 August 2015, having been approved by the China Securities Regulatory Commission, the Company issued not more than 27,360,000 new H Shares. After the new issue of H Shares, the present equity structure of the Company representing 329,160,000 ordinary shares (the par value of each share is RMB1.00) with Shareholders of domestic capital shares together hold 145,380,500 shares representing 44.17% of the Company’s issued share capital;Shareholders of foreign capital shares not listed on stock exchange together hold 19,619,500 shares representing 5.96% of the Company’s issued share capital;Shareholders of foreign capital shares listed outside China together hold 164,160,000 shares representing 49.87% of the Company’s issued share capital.
By Order of the Board Launch Tech Company Limited Liu Xin Chairman
7 February 2017, Shenzhen, the PRC
Notes:
- (A) Shareholders of the Company shall note that pursuant to Article 46 of the Articles, the share register of the Company will be closed during the period from Saturday, 25 February 2017 to Tuesday, 28 March 2017, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the SGM, all transfer documents, together with the relevant share certificates, should be lodged to the Company’s H share share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares), or to the Company’s principal place of business in the PRC (for holders of Domestic shares), no later than 4:30 p.m. on Friday, 24 February 2017. Shareholders whose names appear on the register of shareholders of the Company on the Record Date shall be entitled to attend the SGM to vote thereat.
2
-
(B) Any Shareholders entitled to attend and to vote at the SGM shall be entitled to appoint a proxy who need not be a Shareholder, 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) To be valid, the proxy forms for the use of Shareholders 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 SGM or its adjourned meetings of the Company.
-
(D) Shareholders who intend to attend the SGM are required to return the reply slip to the Company on or before 7 March 2017. Please refer to the reply slip and the instruction thereon for details.
-
(E) 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 person. In such event, the form of proxy will be deemed to have been revoked.
-
(F) 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.
-
(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 share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
The SGM is expected to last for half an hour. Shareholders and their proxies attending the SGM shall be responsible for the transportation and accommodation expenses on their own.
As at the date of this notice, 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. Liu Yuan, Ms. Zhang Yan and Mr. Ning Bo as independent non-executive Directors.
- for identification purpose only