AI assistant
Linekong Interactive Group Co., Ltd. — Proxy Solicitation & Information Statement 2015
May 19, 2015
51356_rns_2015-05-19_2899fce3-d8e3-49e8-9dc8-044738ba3437.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your 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 Linekong Interactive Co., Ltd. (the “ Company ”), you should at once hand this supplemental circular and the accompanying revised form of proxy 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 the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) take no responsibility for the contents of this supplemental circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this supplemental circular.
==> picture [164 x 61] intentionally omitted <==
Linekong Interactive Co., Ltd. 藍港互動有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8267)
PROPOSED CHANGE OF COMPANY NAME AND
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
This supplemental circular should be read together with the circular of the Company dated March 31, 2015 (the “ Original Circular ”).
A supplemental notice dated May 20, 2015 supplemental to the notice of annual general meeting dated March 31, 2015 convening the annual general meeting of the Company to be held at 5/F, Qiming International Mansion, Wangjing North Road, Chaoyang District, Beijing, the People’s Republic of China on Thursday, June 11, 2015 at 10 a.m. is set out on pages 6 to 8 of this supplemental circular. The original form of proxy despatched with the Original Circular is superseded by the revised form of proxy enclosed herewith.
Whether or not you are able to attend the meeting, you are requested to complete the revised form of proxy in accordance with the instructions printed thereon and return it 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (or any adjournment thereof). Completion and return of the revised form of proxy will not preclude shareholders from attending and voting at the meeting (or any adjournment thereof) if they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
This supplemental circular will remain on the “Latest Company Announcements” page of the Growth Enterprise Market of the Stock Exchange website at www.hkgem.com for at least 7 days from the date of its publication and on the website of the Company at www.linekong.com.
May 20, 2015
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“AGM” the annual general meeting of the Company to be held at 5/F, Qiming International Mansion, Wangjing North Road, Chaoyang District, Beijing, the PRC on Thursday, June 11, 2015 at 10 a.m. or any adjournment thereof “Articles of Association” the articles of association of the Company “Board” the board of Directors “Change of Company Name” the proposed change of name of the Company from “Linekong Interactive Co., Ltd. 藍港互動有限公司” to “Linekong Interactive Group Co., Ltd. 藍港互動集團有限公司” “Company” Linekong Interactive Co., Ltd. (藍港互動有限公司), an exempted company incorporated under the laws of the Cayman Islands on May 24, 2007 with limited liability, the Shares of which are listed on GEM
-
“Director(s)” the director(s) of the Company “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to the effect that the total number of Shares which may be allotted and issued under the Issue Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate
-
“GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited
-
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
— ii —
DEFINITIONS
“Issue Mandate”
a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting the Issue Mandate
-
“Original AGM Notice” the notice of AGM despatched with the Original Circular “Original Circular” the circular of the Company dated March 31, 2015
-
“Original Form of Proxy” the form of proxy despatched with the Original Circular
-
“Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting the repurchase mandate
-
“Revised Form of Proxy” the revised form of proxy enclosed with the Supplemental Circular
-
“Share(s)” ordinary share(s) of nominal value of US$0.000025 each in the capital of the Company
-
“Shareholder(s)” the registered holder(s) of the Share(s)
-
“Stock Exchange” The Stock Exchange of Hong Kong Limited
-
“Supplemental AGM Notice” the supplemental notice of AGM despatched with the Supplemental Circular
-
“Supplemental Circular” the supplemental circular dated May 20, 2015
“%” per cent
— iii —
LETTER FROM THE BOARD
==> picture [165 x 61] intentionally omitted <==
Linekong Interactive Co., Ltd. 藍港互動有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8267)
Executive Directors
Mr. WANG Feng (Chairman and chief executive officer) Ms. LIAO Mingxiang (President) Mr. MAO Zhihai (Chief financial officer and joint company secretary)
Registered office: Floor 4, Willow House Cricket Square P.O. Box 2804 Grand Cayman KY1-1112 Cayman Islands
Non-executive Director
Mr. QIAN Zhonghua
Independent Non-executive Directors Mr. MA Ji Mr. CHEN Tong Mr. ZHANG Xiangdong
Principal place of business in Hong Kong: 18/F, Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong May 20, 2015
To the Shareholders
Dear Sir or Madam,
PROPOSED CHANGE OF COMPANY NAME AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
This Supplemental Circular should be read together with the Original Circular which contains, among other matters, information in respect of certain resolutions to be proposed at the AGM for (i) the grant to the Directors of Issue Mandate to issue Shares, the Repurchase Mandate to repurchase Shares and the Extension Mandate, (ii) the re-election of the retiring Director; and (iii) the appointment of new Directors.
— 1 —
LETTER FROM THE BOARD
The purpose of this Supplemental Circular is to provide you with the information of additional resolution to be proposed at the AGM regarding the Change of Company Name.
PROPOSED CHANGE OF COMPANY NAME
The Board proposes to change the name of the Company from “Linekong Interactive Co., Ltd. 藍港互 動有限公司” to “Linekong Interactive Group Co., Ltd. 藍港互動集團有限公司”.
Conditions for the Change of Company Name
The proposed Change of Company Name is subject to the following conditions:
-
(i) the passing of a special resolution by Shareholders approving the Change of Company Name at the AGM; and
-
(ii) the Registrar of Companies in the Cayman Islands approving the Change of Company Name.
Subject to the satisfaction of the above conditions, the new name of the Company will take effect from the date on which the special resolution to effect the change of name is passed at the AGM, and will be evidenced by a Certificate of Incorporation on Change of Name issued by the Registrar of Companies in the Cayman Islands. The Company will carry out all necessary registration and/or filing procedures with the Registrar of Companies in the Cayman Islands and the Companies Registry in Hong Kong.
Reasons for the Change of Company Name
The proposed Change of Company Name is to be in line with the corporate strategy of future business development. The Board is of the opinion that the proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole.
Effects of the Change of Company Name
The Change of Company Name will not affect any rights of the Shareholders. Once the Change of Company Name becomes effective, any issue of share certificates of the Company thereafter will be in the new name of the Company. However, all the existing share certificates in issue bearing the present name of the Company will, after the proposed Change of Company Name having become effective, continue to be evidence of title to such shares and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.
— 2 —
LETTER FROM THE BOARD
The stock short names for trading in the Shares of the Company on the Stock Exchange, namely “Linekong” in English and “藍港互動” in Chinese, will remain unchanged.
Further announcement(s) will be made by the Company to inform the Shareholders of the results of the AGM, the effective date of the Change of Company Name as and when appropriate.
RESIGNATION OF EXECUTIVE DIRECTOR
Reference is made to the Company’s announcement dated April 24, 2015. Due to the resignation of Mr. MAO Zhihai (“ Mr. Mao ”) from office of director with effect from June 11, 2015, the ordinary resolution numbered 2a(i) in respect of the re-election of Mr. Mao as an executive Director as set out in the Original Circular, Original AGM Notice and Original Form of Proxy is no longer applicable and will not be put forward for consideration and approval by the Shareholders at the AGM.
Mr. Mao has confirmed that he has no disagreement with the Board, and there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders or the Stock Exchange.
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
Given that the Original AGM Notice and the Original Form of Proxy do not contain the proposed special resolution in relation to the Change of Company Name, a Supplemental Notice of AGM has been set out on pages 6 to 8 of this Supplemental Circular and a Revised Form of Proxy has been prepared and is enclosed with this Supplemental Circular.
REVISED FORM OF PROXY
Whether or not you are able to attend the meeting, you are requested to complete the Revised Form of Proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (the “ Share Registrar ”), at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (or any adjournment thereof) (the “ Closing Time ”). Completion and return of the Revised Form of Proxy will not preclude Shareholders from attending and voting at the meeting (or any adjournment thereof) if they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
A Shareholder who has not yet lodged the Original Form of Proxy with the Share Registrar is requested to lodge the Revised Form of Proxy if he/she/it wishes to appoint proxy(ies) to attend the AGM on his/her/its behalf. In this case, the Original Form of Proxy should not be lodged with the Share Registrar.
— 3 —
LETTER FROM THE BOARD
A Shareholder who has already lodged the Original Form of Proxy with the Share Registrar should note that:
-
a. if no Revised Form of Proxy is lodged with the Share Registrar, the Original Form of Proxy will be treated as a valid form of proxy lodged by him/her/it if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his/her/its discretion on any resolution(s) properly put to the AGM other than those referred to in the Original AGM Notice and the Original Form of Proxy, including the resolution in relation to the Change of Company Name set out in the Supplemental AGM Notice and the Revised Form of Proxy.
-
b. if the Revised Form of Proxy is lodged with the Share Registrar before the Closing Time, the Revised Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by him/her/it. The Revised Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.
-
c. if the Revised Form of Proxy is lodged with the Share Registrar after the Closing Time, the Revised Form of Proxy will be invalid. However, it will revoke the Original Form of Proxy previously lodged by the Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the Original Form of Proxy or the Revised Form of Proxy) will not be counted in any poll which will be taken on the proposed resolutions. Accordingly, Shareholders are advised not to lodge the Revised Form of Proxy after the Closing Time. If such Shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.
Shareholders are reminded that completion and delivery of the Original Form of Proxy and/or the Revised Form of Proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof should they so wish. In such event, the instrument appointing a proxy shall be deemed revoked.
VOTING BY WAY OF POLL
Pursuant to Rule 17.47(4) of the GEM Listing Rules and Article 13.6 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of AGM will be taken by way of poll.
On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for each share registered in his/her/its name in the register. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
— 4 —
LETTER FROM THE BOARD
An announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
RESPONSIBILITY STATEMENT
This Supplemental Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this Supplemental Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Supplemental Circular misleading.
RECOMMENDATION
The Board considers that the additional special resolution in relation to the Change of Company Name to be proposed at the AGM is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favour of the additional resolution to be proposed at the AGM.
Yours faithfully By order of the Board Linekong Interactive Co., Ltd. WANG Feng Chairman
— 5 —
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
==> picture [165 x 61] intentionally omitted <==
Linekong Interactive Co., Ltd. 藍港互動有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8267)
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
Reference is made to the notice of annual general meeting of Linekong Interactive Co., Ltd. (the “ Company ”) dated March 31, 2015 (the “ Original AGM Notice ”), by which the Company convenes an annual general meeting to be held at 5/F, Qiming International Mansion, Wangjing North Road, Chaoyang District, Beijing, the People’s Republic of China (the “ PRC ”) on Thursday, June 11, 2015 at 10 a.m. (the “ AGM ”) and this supplemental notice shall be read together with the Original AGM Notice.
Reference is also made to the Company’s announcement dated April 24, 2015. Due to the resignation of Mr. MAO Zhihai (“ Mr. Mao ”) from office of director with effect from June 11, 2015, the ordinary resolution numbered 2a(i) in respect of the re-election of Mr. Mao as an executive director of the Company as set out in the Original AGM Notice is no longer applicable and will not be put forward for consideration and approval by the shareholders of the Company at the AGM.
This supplemental notice is hereby given that the following proposed special resolution will be considered and if thought fit, approved (with or without modification) by shareholders of the Company at the AGM, in addition to the proposed resolutions set out in the Original AGM Notice:
SPECIAL RESOLUTION
- “THAT subject to and conditional upon the necessary approval of the Registrar of Companies in the Cayman Islands, the name of the Company be changed from “Linekong Interactive Co., Ltd. 藍港互動有限公司 ” to “Linekong Interactive Group Co., Ltd. 藍港互動集團有限公司 ”, and that the directors of the Company be and are hereby authorised to do all such acts and things, and
— 6 —
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
execute all such documents as they consider necessary or expedient to give effect to the change of the name of the Company and to attend to any necessary registration and/or filing and on behalf of the Company.”
By order of the board of the directors Linekong Interactive Co., Ltd. WANG Feng
Chairman
Beijing, PRC, May 20, 2015
Registered office: Principal place of business in Hong Kong: Floor 4, Willow House 18/F, Tesbury Centre Cricket Square 28 Queen’s Road East P.O. Box 2804 Wanchai Grand Cayman KY1-1112 Hong Kong Cayman Islands
Notes:
-
A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.
-
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
-
In order to be valid, a form of proxy must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (the “ Share Registrar ”), at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof (the “ Closing Time ”). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
-
Given the form of proxy (the “ Original Form of Proxy ”) sent together with the Original AGM Notice does not contain the additional proposed special resolution set out in this supplemental notice, a revised form of proxy (the “ Revised Form of Proxy ”) has been prepared and is sent together with the Company’s supplemental circular of which this supplemental notice of AGM forms part.
-
A shareholder who has not yet lodged the Original Form of Proxy with the Share Registrar is requested to lodge the Revised Form of Proxy if he/she/it wishes to appoint proxy(ies) to attend the AGM on his/her/its behalf. In this case, the Original Form of Proxy should not be lodged with the Share Registrar.
— 7 —
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
-
A shareholder who has already lodged the Original Form of Proxy with the Share Registrar should note that:
-
a. if no Revised Form of Proxy is lodged with the Share Registrar, the Original Form of Proxy will be treated as a valid form of proxy lodged by him/her/it if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his/her/its discretion on any resolution(s) properly put to the AGM other than those referred to in the Original AGM Notice and the Original Form of Proxy, including the resolution in relation to the Change of Company Name set out in this supplemental notice of AGM and the Revised Form of Proxy.
-
b. if the Revised Form of Proxy is lodged with the Share Registrar before the Closing Time, the Revised Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by him/her/it. The Revised Form of Proxy will be treated as a valid form of proxy lodged by the shareholder if correctly completed.
-
c. if the Revised Form of Proxy is lodged with the Share Registrar after the Closing Time, the Revised Form of Proxy will be invalid. However, it will revoke the Original Form of Proxy previously lodged by the shareholder, and any vote that may be cast by the purported proxy (whether appointed under the Original Form of Proxy or the Revised Form of Proxy) will not be counted in any poll which will be taken on the proposed resolutions. Accordingly, shareholders are advised not to lodge the Revised Form of Proxy after the Closing Time. If such shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.
-
Shareholders are reminded to refer to other notes contained in the Original AGM Notice.
— 8 —