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Launch Tech Company Limited Proxy Solicitation & Information Statement 2020

Apr 1, 2020

50622_rns_2020-03-31_b3b62f02-b160-4461-a0b7-2d46a1af52fa.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 document, 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 document.

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 10F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Monday, 18 May 2020 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions (unless otherwise specified, capitalised terms used in this notice shall have the same meanings as defined in the circular dated 31 March 2020 (the “ Circular* ”)):

ORDINARY RESOLUTION

  1. THAT the adoption of the Scheme, the summary of which are set out in the Circular, be and is hereby considered and approved and the Board be and is hereby authorised to grant Restricted Shares to the Selected Participants under the Scheme and to formulate implementation rules of the Scheme in accordance with the Scheme and relevant legal requirements and to implement, administer and manage the Scheme with power to authorise and delegate the power of implementation, administration and management of the Scheme to the management of the Company; and the Board be and is hereby authorised to amend the Scheme in accordance with the requirements of the regulatory authorities and to undertake all actions and matters which in their opinion are necessary or appropriate in relation to the Scheme.

  2. for identification purposes only

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And as special business, to consider and, if thought fit, pass the following special resolution:

SPECIAL RESOLUTION

  1. THAT the proposed amendments to Article 1, Article 30, Article 34, Article 35, Article 46, Article 62, Article 63, Article 64, Article 66, Article 81, Article 82 and Article 92 of the Articles of Association as set out in the Appendix to the Circular be and is hereby considered and approved.

Yours faithfully, By Order of the Board Launch Tech Company Limited* Liu Xin

Chairman

31 March 2020 Shenzhen, the PRC

Notes:

  • (A) Shareholders of the Company shall note that pursuant to Article 46 of the Articles of Association, the share register of the Company will be closed during the period from Saturday, 18 April 2020 to Monday, 18 May 2020, 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, 17 April 2020. 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.

  • (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 Monday, 27 April 2020. 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.

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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, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, 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.

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, Mr. Xia Hui as non-executive Director, and Mr. Liu Yuan, Ms. Zhang Yan and Mr. Ning Bo as independent non-executive Directors.

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