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Launch Tech Company Limited — Proxy Solicitation & Information Statement 2018
Dec 6, 2018
50622_rns_2018-12-06_8bd970b9-1a6c-40c9-9731-1560eb289f00.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 (the “Company”), you should at once hand this circular together with the enclosed form of proxy and reply slip 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.
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)
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) NOTICE OF SPECIAL GENERAL MEETING (3) NOTICE OF H SHAREHOLDERS’ CLASS MEETING AND
(4) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING
A letter from the Board is set out on pages 3 to 9 of this circular.
The notice dated 7 December 2018 convening the SGM and Class Meetings ie. the SGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting (“Class Meetings”) of the Company to be held at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Tuesday, 22 January 2019 at 03:00 p.m., are set out on pages 10 to 15 of this circular.
Whether or not you intend to attend such meetings, you are reminded to complete the proxy form enclosed with this circular, in accordance with the instructions printed thereon and return the same to the Company’s 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 at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, 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 respective time fixed for holding such meetings or at any adjournment thereof. Completion and delivery of the said proxy form will not prevent you from attending, and voting in person at, the meetings or at any adjourned meetings if you so wish. Reply slips for such meetings is also enclosed. You are reminded to complete and sign the reply slips (if you are entitled to attend the meetings) and return the signed slip in accordance with the instructions printed thereon.
- for identification purpose only
7 December 2018
CONTENTS
| page | |
|---|---|
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
10 |
| Notice of H Shareholders’ Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 12 |
| Notice of Domestic Shareholders’ Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . | 14 |
– i –
DEFINITIONS
In this circular, the following expressions have the following meanings unless thecontext requires otherwise:
-
“Articles” or “Articles of Association”
-
the articles of association of the Company as amended from time to time
-
“Board”
-
the board of Directors of the Company
-
“Class Meetings”
-
the class meeting for H Shareholders to be held immediately after the conclusion of the SGM and the class meeting for Domestic Shareholders to be held immediately after the conclusion of the said class meeting of H Shareholders
-
“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 with limited liability
-
“Director(s)” the director(s) of the Company
-
“Domestic Shares” domestic share(s) of RMB1.00 each in the share capital of the Company which are subscribed for in RMB
-
“Domestic Shareholders” Holders of the Domestic Shares
-
“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$
-
“H Shareholders” Holders of the H Shares
-
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
-
“HK$” or “HKD” Hong Kong Dollar, the lawful currency of Hong Kong
-
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
-
“PRC” the People’s Republic of China, which for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
-
“RMB” Renminbi the lawful currency of the PRC
– 1 –
DEFINITIONS
| “SGM” | the annual general meeting of the Company to be |
|---|---|
| convened and held on Tuesday, 22 January 2019 at | |
| 3:00 p.m. | |
| “Shareholders” | the shareholders of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
In this circular, the English names of the PRC entities are translations of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.
- for identification purpose only
– 2 –
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)
Executive Directors Mr. Liu Xin (Chairman) Mr. Liu Jun Ms. Huang Zhao Huan Mr. Jiang Shiwen
Non-executive Director Mr. Xia Hui
Independent non-executive Directors Mr. Liu Yuan Ms. Zhang Yan Mr. Ningbo
Registered office Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC
Principal place of business Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC
Principal place of business in Hong Kong Unit 1104, Crawford House, 70 Queen’s Road Central, Hong Kong
To the Shareholders,
7 December 2018
Dear Sir or Madam,
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) NOTICE OF SPECIAL GENERAL MEETING
(3) NOTICE OF H SHAREHOLDERS’ CLASS MEETING AND
(4) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING
INTRODUCTION
The purpose of this circular is to give you notice of the SGM and Class Meetings to be held on Tuesday, 22 January 2019 and to provide you with information regarding the resolutions to be proposed at the SGM and Class Meetings to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the SGM and Class Meetings regarding, among others, the Repurchase Mandate, and the Issue Mandate and to seek your approval of the other resolutions to be proposed thereat.
- for identification purpose only
– 3 –
LETTER FROM THE BOARD
PROPOSED AMENDMENTS
Based on the Company’s business development needs and the Company’s actual situation, in line with the principle of prudence, appropriateness and necessity, it is recommended to propose to the general meeting of shareholders to amend the relevant provisions of the Company’s articles of association’ and to authorize the board of directors or authorized persons of the board of directors to proceed the application, registration, filing procedures and other related matters for the amendment of articles of association.
The Proposed Amendments are set out below.
| **Article ** | number Existing article |
number Existing article |
number Existing article |
Amended article | |||
|---|---|---|---|---|---|---|---|
| 12 | The business scope of the | The business scope of the | |||||
| Company shall be subject to that | Company shall be subject to that | ||||||
| approved by | the company | approved by the company | |||||
| registration authority. | registration authority. | ||||||
| The business scope of the | The business scope of the | ||||||
| Company shall include: developing Company shall include: developing |
|||||||
| software related to diagnosis, | software related to diagnosis, | ||||||
| testing, maintenance, and | testing, maintenance, and | ||||||
| equipment preservation for motor | equipment preservation for motor | ||||||
| cars, production and sale and such cars, production, sale and rental of |
|||||||
| software, R & D, production and | such software, R & D, production, | ||||||
| sale of motor car electronic | sale and rental of motor car | ||||||
| products, information network | electronic products, rental of | ||||||
| servicing (excluding franchised | self-owned properties, information | ||||||
| commercial products and restricted network servicing (excluding |
|||||||
| items) and export and import | franchised commercial products | ||||||
| business specified under (Class | and restricted items) and export | ||||||
| certificate for export/import | and import business specified | ||||||
| business) Letter No.17 of Shenzhen under (Class certificate for |
|||||||
| Trade Regulation Registration | export/import business) Letter | ||||||
| Certificate. | No.17 of Shenzhen Trade | ||||||
| Regulation Registration Certificate. |
– 4 –
LETTER FROM THE BOARD
| **Article ** | number | Existing article Amended article |
Existing article Amended article |
||||
|---|---|---|---|---|---|---|---|
| Upon approval by relevant Upon approval by relevant |
|||||||
| government authorities and government authorities and |
|||||||
| approval of the shareholders of the approval of the shareholders of the |
|||||||
| Company by Resolution in General Company by Resolution in General |
|||||||
| Meeting of the Company, the Meeting of the Company, the |
|||||||
| Company may timely adjust the Company may timely |
adjust the | ||||||
| investment policy, as well as the investment policy, as well as the |
|||||||
| business scope and means, based business scope and means, based |
|||||||
| on the domestic and international on the domestic and international |
|||||||
| market trend, | the development market trend, the development |
||||||
| requirements for domestic business, requirements for domestic business, |
|||||||
| the capability | of self-development the capability of self-development |
||||||
| and the business requirements of and the business requirements of |
|||||||
| the Company, | and set up branches the Company, and set |
up branches | |||||
| and offices (whether wholly owned and offices (whether wholly owned |
|||||||
| or not) in the | domestic and foreign or not) in the domestic and foreign |
||||||
| territories as well as Hong Kong, territories as well as Hong Kong, |
|||||||
| Macau and Taiwan. Macau and Taiwan. |
|||||||
| 16 | The shares issued by the Company The shares issued by the Company |
||||||
| for subscription in Renminbi by the for subscription in Renminbi by the |
|||||||
| domestic investors shall be referred domestic investors shall be referred |
|||||||
| to as the domestic capital shares. to as the domestic capital shares. |
|||||||
| The shares issued by the Company The shares issued by the Company |
|||||||
| for subscription in foreign currency for subscription in foreign currency |
|||||||
| by the overseas investors shall be by the overseas investors shall be |
|||||||
| referred to as | the foreign capital referred to as the foreign capital |
||||||
| shares. The foreign capital shares shares. The foreign capital shares |
|||||||
| listed overseas shall be listed at the listed overseas shall be listed at the |
|||||||
| main board of | the Hong Kong main board of the Hong Kong |
||||||
| Stock Exchange. Stock Exchange. |
|||||||
| The domestic | capital shares issued The domestic capital shares issued |
||||||
| by the Company having been by the Company having been |
|||||||
| approved by the Shareholders in approved by the Shareholders in |
|||||||
| general meeting of the Company general meeting of the Company |
|||||||
| and by the relevant Government and by the relevant Government |
|||||||
| authority may | be listed on the authority may be listed on the |
||||||
| Stock Exchange(s) in China Stock Exchange(s) in |
China | ||||||
| whereas foreign capital shares whereas foreign capital shares |
|||||||
| listed outside | China may be listed listed outside China may be listed |
||||||
| in the main board of the Hong in the main board of the Hong |
|||||||
| Kong Stock Exchange. Kong Stock Exchange. |
– 5 –
LETTER FROM THE BOARD
| **Article ** | number | **Existing ** | article | **Amended ** | article | ||||
|---|---|---|---|---|---|---|---|---|---|
| Upon obtaining the approvals from | |||||||||
| the securities regulatory authorities | |||||||||
| of the State Council and other | |||||||||
| authorities, the holders of domestic | |||||||||
| shares of the Company is allowed | |||||||||
| to transfer their part or all shares | |||||||||
| to foreign | investors and those | ||||||||
| shares maybe listed on the main | |||||||||
| board of the Hong Kong Stock | |||||||||
| Exchange; All or part of the shall | |||||||||
| be able to | be, subject to the | ||||||||
| conditions under the relevant law | |||||||||
| and regulations, transformed to | |||||||||
| foreign shares. And those foreign | |||||||||
| shares transferred and transformed | |||||||||
| shall be listed and traded on the | |||||||||
| main board of the Hong Kong | |||||||||
| Stock Exchange and shall also | |||||||||
| comply with the regulatory | |||||||||
| procedures, rules and requirements | |||||||||
| of the Hong Kong Stock Exchange. | |||||||||
| The aforesaid situations where | |||||||||
| shares are | transferred to foreign | ||||||||
| investors and then listed on or | |||||||||
| transformed to foreign shares and | |||||||||
| then listed on the Hong Kong | |||||||||
| Stock Exchange do not require | |||||||||
| passing of resolutions at a general | |||||||||
| meeting or shareholders’ class | |||||||||
| meeting. Upon transfer to overseas | |||||||||
| listed foreign shares, the domestic | |||||||||
| shares shall be in the same class of | |||||||||
| original overseas listed foreign | |||||||||
| invested shares. | |||||||||
– 6 –
LETTER FROM THE BOARD
| **Article ** | **Article ** | number | Existing article | Amended article | Amended article | ||||
|---|---|---|---|---|---|---|---|---|---|
| 88 | Any proposal by the Company | to Any proposal by the Company to |
|||||||
| vary or abrogate the rights | vary or abrogate the rights | ||||||||
| conferred on any class | shareholders conferred on |
any class shareholders | |||||||
| shall be approved by a | special | shall be approved by a special | |||||||
| resolution at the general meeting of resolution at |
the general meeting of | ||||||||
| shareholders and by the class | shareholders | and by the class | |||||||
| shareholders affected at the | shareholders | affected at the | |||||||
| separate meeting(s) convened in separate meeting(s) convened in |
|||||||||
| accordance with Articles 90 to | 93, accordance with Articles 90 to 93, |
||||||||
| before implementation | of such | before implementation of such | |||||||
| proposal accordingly. | proposal accordingly. | ||||||||
| No approval | by a general meeting | ||||||||
| or a class meeting is required for | |||||||||
| the variation | or abrogation of the | ||||||||
| rights of class shareholders that | |||||||||
| results from any change in | |||||||||
| domestic and overseas laws, | |||||||||
| administrative regulations and the | |||||||||
| listing rules of the place where the | |||||||||
| Company’s shares are listed, and | |||||||||
| from the decisions made by | |||||||||
| domestic and overseas regulators. | |||||||||
| The holders of domestic shares of | |||||||||
| the Company may transfer their all | |||||||||
| or part of shares to overseas | |||||||||
| investors and list the said shares | |||||||||
| overseas on the Stock Exchange of | |||||||||
| Hong Kong, | or transform all or | ||||||||
| part of shares to overseas listed | |||||||||
| foreign shares, which shall not be | |||||||||
| deemed to be a proposed variation | |||||||||
| or abrogation of the rights | |||||||||
| conferred on | any class | ||||||||
| shareholders. | |||||||||
Other than the proposed amendments set out above, the other articles of the Company’s articles of association remain unchanged.
– 7 –
LETTER FROM THE BOARD
SGM BOOK CLOSURE PERIOD
The register of members of the Company in Hong Kong will be closed from Saturday, 22 December 2018 to Tuesday, 22 January 2019, both days inclusive, during which no transfer of shares will be effected. In order to be eligible to attend the SGM and to vote thereat as Shareholders, all transfers of H Shares together with the relevant share certificates must be delivered to the Company’s share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East Hong Kong no later than 4:30 p.m. on Friday, 21 December 2018. All transfers of Domestic Shares together with the relevant share certificates must be delivered to the Company’s principal place of business in the PRC at 10th Floor, R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC, no later than 4:30 p.m. on Friday, 21 December 2018.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll. The Chairman of the meeting will therefore demand a poll for every resolution put to vote at the SGM in accordance with the Articles and the Listing Rules. An announcement on the poll result will be made by the Company in accordance with the Listing Rules.
RECOMMENDATION
The Board is of the view that the proposed amendments to the articles of association are in the best interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM and the Class Meetings (if applicable).
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief:
-
(a) the information contained in this circular is accurate and complete in all material respects and not misleading;
-
(b) there are no other matters the omission of which would make any statement in this circular misleading; and
– 8 –
LETTER FROM THE BOARD
- (c) all opinions expressed in this circular have been arrived at after due and careful consideration.
Yours faithfully, for and on behalf of Launch Tech Company Limited Liu Xin Chairman
– 9 –
NOTICE OF SGM
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 Special General Meeting of Launch Tech Company Limited (the “ Company ”) will be held at the 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Tuesday, 22 January 2019 at 3:00 p.m. for the following purposes:
SPECIAL RESOLUTIONS
-
to consider and, if thought fit, to approve the Proposed Amendments as set out in the section headed “Proposed Amendments” of the Circular subject to:
-
i. to the fulfilment of all the relevant conditions and/or all necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed; and
-
ii. the passing of a special resolution with the same terms as the resolution set out in this resolution at the Class Meeting for Holders of H Shares and Domestic Shares.
Yours faithfully, By order of the Board Launch Tech Company Limited* Liu Xin Chairman
7 December 2018 Shenzhen, the PRC
- for identification purpose only
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, 22 December 2018 to Tuesday, 22 January 2019, 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 17M Floor, 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, 21 December 2018. 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.
– 10 –
NOTICE OF SGM
-
(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 2 January 2019. 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.
-
(H) 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.
– 11 –
NOTICE OF H SHAREHOLDERS’ CLASS 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 THE H SHAREHOLDERS’ CLASS MEETING
NOTICE IS HEREBY GIVEN that a class meeting (the “ Class Meeting ”) for the holder of H Shares (the “ H Shares ”) of Launch Tech Company Limited (the “ Company ”) will be held at the 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Tuesday, 22 January 2019 immediately following the conclusion of the SGM or any adjournment thereof for the purposes of passing the following resolutions:
SPECIAL RESOLUTIONS
-
to consider and, if thought fit, to approve the Proposed Amendments as set out in the section headed “Proposed Amendments” of the Circular subject to:
-
i. to the fulfilment of all the relevant conditions and/or all necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed; and
-
ii. the passing of a special resolution with the same terms as the resolution set out in this resolution at the Class Meeting for Holders of Domestic Shares and the SGM.
Yours faithfully, By order of the Board Launch Tech Company Limited* Liu Xin Chairman
7 December 2018 Shenzhen, the PRC
- for identification purpose only
Notes:
(A) Holders of H Shares 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, 22 December 2018 to Tuesday, 22 January 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the H Shareholders’ Class Meeting, 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 17M Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong no
– 12 –
NOTICE OF H SHAREHOLDERS’ CLASS MEETING
later than 4:30 p.m. on Friday, 21 December 2018. Shareholders whose names appear on the register of H shareholders of the Company on the Record Date shall be entitled to attend the H Shareholders’ Class Meeting to vote thereat.
-
(B) Any H Shareholders entitled to attend and to vote at the H Shareholders’ Class Meeting 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 H 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 H Shareholders’ Class Meeting or its adjourned meetings of the Company.
-
(D) Shareholders who intend to attend the H Shareholders’ Class Meeting are required to return the reply slip to the Company on or before 2 January 2019. 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 H Shareholders’ Class Meeting in person. In such event, the form of proxy will be deemed to have been revoked.
-
(F) H Shareholders 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.
-
(G) The H Shareholders’ Class Meeting is expected to last for half an hour. Shareholders and their proxies attending the H Shareholders’ Class Meeting shall be responsible for the transportation and accommodation expenses on their own.
– 13 –
NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS 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 THE DOMESTIC SHAREHOLDERS’ CLASS MEETING
NOTICE IS HEREBY GIVEN that a class meeting (the “ Class Meeting ”) for the holder of Domestic Shares (the “ Domestic Shares ”) of Launch Tech Company Limited (the “ Company ”) will be held at the 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Tuesday, 22 January 2019 immediately following the conclusion of conclusion of the SGM and the H Shareholders’ Class Meeting or any adjournment thereof, for the purposes of passing the following resolutions:
SPECIAL RESOLUTIONS
-
to consider and, if thought fit, to approve the Proposed Amendments as set out in the section headed “Proposed Amendments” of the Circular subject to:
-
i. to the fulfilment of all the relevant conditions and/or all necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed; and
-
ii. the passing of a special resolution with the same terms as the resolution set out in this resolution at the Class Meeting for Holders of H Shares and the SGM.
Yours faithfully, By order of the Board Launch Tech Company Limited* Liu Xin
Chairman
7 December 2018 Shenzhen, the PRC
- for identification purpose only
Notes:
(A) Domestic 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, 22 December 2018 to Tuesday, 22 January 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the Domestic Shareholders’ Class Meeting, all transfer documents, together with the relevant share certificates, should be lodged to the Company’s principal place of business in the
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NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING
PRC no later than 4:30 p.m. on Friday, 21 December 2018. Shareholders whose names appear on the register of Domestic Shareholders of the Company on the Record Date shall be entitled to attend the Domestic Shareholders’ Class Meeting to vote thereat.
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(B) Any Domestic Shareholders entitled to attend and to vote at the Domestics Shareholders’ Class Meeting 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.
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(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 Domestic Shareholders’ Class Meeting or its adjourned meetings of the Company.
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(D) Domestic Shareholders who intend to attend the Domestic Shareholders’ Class Meeting are required to return the reply slip to the Company on or before 2 January 2019. Please refer to the reply slip and the instruction thereon for details.
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(E) Completion and return of the proxy form and the reply slip will not affect the right of the Domestic Shareholders of the Company to attend and to vote at the Domestic Shareholders’ Class Meeting in person. In such event, the form of proxy will be deemed to have been revoked.
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(F) Domestic Shareholders 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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(G) The Domestic Shareholders’ Class Meeting is expected to last for half an hour. Domestic Shareholders and their proxies attending the Domestic Shareholders’ Class Meeting shall be responsible for the transportation and accommodation expenses on their own.
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