AI assistant
Li Ning Company Limited — Proxy Solicitation & Information Statement 2015
May 5, 2015
50530_rns_2015-05-05_f2d39061-770f-4099-bbd2-8212cb86438e.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 announcement, 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 announcement.
==> picture [154 x 87] intentionally omitted <==
CHINLINK INTERNATIONAL HOLDINGS LIMITED 普匯中金國際控股有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 997)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Chinlink International Holdings Limited (the “ Company ”) will be held at 7/F, Two Exchange Square, 8 Connaught Place Central, Hong Kong on Thursday, 21 May 2015 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as resolution of the Company. Capitalized terms used herein without definition shall have the same meanings as in the circular issued by the Company on 6 May 2015 (the “ Circular ”), unless the context otherwise requires:
ORDINARY RESOLUTION
-
“ THAT :
- (a) the sale and purchase agreement dated 18 February 2015 entered into between Esteemed Zone Limited as purchaser, Sino Virtue Holdings Limited as vendor (the “ Vendor ”), Mr. Li Chi Yung and Mr. Kwan Ka Shing as guarantors (as supplemented by the supplemental agreement dated 30 April 2015) (the “ S&P Agreement ”) in relation to the acquisition of the entire issued share capital of E-Innovation Limited (the “ Target Company ”) and the Sale Loan at a
- For identification purpose only
1
consideration of HK$800,000,000 (a copy of the S&P Agreement has been produced to the meeting and marked “ A ” and initialed by the Chairman of the meeting for the purpose of identification), and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;
-
(b) subject to completion of the transactions contemplated under the S&P Agreement and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, such Consideration Shares (as defined below), the directors of the Company (the “ Directors ”) be and are hereby specifically authorised to allot and issue a maximum of 398,009,950 ordinary shares of the Company (“ Consideration Shares ”) to the Vendor (or its nominee) in accordance with the terms and conditions of the S&P Agreement and THAT such specific mandate shall be in addition to, and shall not prejudice nor revoke the existing general mandate granted to the Directors by the shareholders of the Company in the annual general meeting of the Company held on 26 September 2014 or such other general or special mandate(s) which may from time to time be granted to the Directors prior to the passing of this resolution;
-
(c) subject to completion of the transactions contemplated under the S&P Agreement and subject to the fulfillment of the guarantees on the net asset value of the Target Company and its subsidiaries as set out in the S&P Agreement by the Vendor, the Directors be and are hereby specifically authorized to issue the twelve (12) per cent. interest 5-year bonds in an aggregate principal amount of not more than HK$120,000,000 (the “ Bonds ”) to the Vendors (or their nominees) in accordance with the terms and conditions under the S&P Agreement;
-
(d) any one of the directors of the Company be and is hereby authorised to do all such acts and things and sign, agree, ratify or execute all such documents or instrument under hand (or where required, under the common seal of the Company together with such other Director or person authorised by the board of Directors) and take all such steps as the Director in his/her discretion may consider necessary, appropriate, desirable or expedient to implement, give effect to or in connection with the S&P Agreement and any of the transactions contemplated thereunder.”
By Order of the Board Chinlink International Holdings Limited Mr. Li Weibin
Chairman
Hong Kong, 6 May 2015
2
Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda
Principal place of business in Hong Kong: 7/F, Two Exchange Square 8 Connaught Place Central Hong Kong
Notes:
-
(1) A form of proxy for use at the Meeting has been dispatched to the Shareholders together with a copy of this notice.
-
(2) A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxies to attend the Meeting and vote on his behalf. A proxy need not be a member of the Company but must attend the Meeting in person to represent the member of the Company.
-
(3) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer, attorney or other person authorized to sign the same.
-
(4) In order to be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited with the Company’s Hong Kong branch share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the Meeting or adjourned Meeting at which the person named in the instrument proposes to vote.
-
(5) Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
(6) In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the Meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
-
(7) Any voting at the Meeting shall be taken by poll.
3
As at the date of this announcement, the Directors are as follows:
Executive Directors:
Mr. Li Weibin (Chairman)
Mr. Siu Wai Yip
Ms. Lam Suk Ling, Shirley
Mr. Lau Chi Kit
Non-executive Director:
Ms. Fung Sau Mui
Independent non-executive Directors:
Dr. Ho Chung Tai, Raymond Ms. Lai Ka Fung, May
Ms. Chan Sim Ling, Irene
4