AI assistant
Launch Tech Company Limited — Proxy Solicitation & Information Statement 2022
Oct 21, 2022
50622_rns_2022-10-21_a6e72880-3b16-418c-bfe0-afe8e483a9df.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
NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Launch Tech Company Limited* (the “ Company ”) will be held at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC (or any adjournment thereof) on 7 November 2022 at 10 a.m., for the purpose of considering and, if thought fit, passing (with or without modifications), the following resolution. Unless otherwise specified, capitalised terms used in this notice shall have the same meanings as defined in the circular dated 21 October 2022.
ORDINARY RESOLUTIONS
“THAT:
-
the equity transfer agreement dated 30 August 2022 (the “ Equity Transfer Agreement ”) entered into between Launch Tech Company Limited* (深圳市元征科技股份有限公司) and Launch Europe Gmbh as the vendors, and Shanghai Anting United Investment Economic Development Co., Ltd (上海安亭聯投 經濟發展有限公司) as the purchaser in respect of the sale and purchase of the entire registered capital of Shanghai Launch Mechanical Equipment Co., Ltd. (上海元征機械設備有限責任公司), the details of which are set out in the circular of the Company dated 21 October 2022 (a copy of which is marked “A” and signed by the chairman of the Meeting for identification purpose and has been tabled at the Meeting), and the transactions contemplated thereunder and all other transactions in connection therewith and any other ancillary documents, be and are hereby approved, confirmed and ratified, subject to such addition or amendment as any director(s) of the Company (the “ Director(s) ”) may consider necessary, desirable or appropriate; and
-
any one of the Directors be and is hereby authorised to do all such acts and things, to sign, execute and deliver such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he/she considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Equity Transfer Agreement and all transactions contemplated thereunder and any ancillary documents and transactions thereof, and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof,
1
which are not fundamentally different from those as provided for in the Equity Transfer Agreement) as are, in the opinion of such Director, in the interest of the Company and its shareholders as a whole.”
By order of the Board Launch Tech Company Limited Liu Xin*
Chairman and Executive Director
21 October 2022 Shenzhen, the PRC
- for identification purpose only
Executive Directors:
Mr. Liu Xin (Chairman and Chief executive officer)
Mr. Liu Guozhu Ms. Huang Zhao Huan Mr. Jiang Shiwen
Non-executive Director:
Mr. Peng Jian
Independent Non-executive Directors:
Ms. Zhang Yanxiao Mr. Lin Lichao Mr. Bin Zhichao
Registered Office: 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
Principal place of business Launch Industrial Park North of Wuhe Road, Banxuegang, Longgang District, Shenzhen, the PRC
Launch Shanghai Base No. 661 Baian Road, Angtin Zhen, Jiading District, Shanghai, the PRC
2
Notes:
-
(A) Any Shareholder 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.
-
(B) 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 to the Company not less than 24 hours before the time scheduled for holding the SGM or its adjourned meetings of the Company.
-
(C) 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.
-
(D) Completion and return of the proxy form 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.
-
(E) 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 to the Company’s principal place of business in the PRC.
-
(F) 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 to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
-
(G) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
-
(H) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the above meeting.
3