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Luye Pharma Group Limited — Proxy Solicitation & Information Statement 2021
Feb 8, 2021
50431_rns_2021-02-08_87c13ed0-5126-4ccd-b42f-941d5e4d4824.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 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.
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STATE ENERGY GROUP INTERNATIONAL ASSETS HOLDINGS LIMITED 國能集團國際資產控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 918)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of State Energy Group International Assets Holdings Limited (the “ Company ”) will be held at the Company’s principal place of business in Hong Kong at Room 6808, 68th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 26 February 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT
the sale and purchase agreement (the “ Agreement ”) dated 18 January 2021 (a copy of which has been produced to the SGM marked “A” and signed by the chairman of the SGM for the purpose of identification) entered into among the Company and Wenxi Investment Management Co., Ltd in relation to the acquisition of 40 ordinary shares GBR (HK) Limited, representing 40% of the total issued share capital of the GBR (HK) Limited, together with the transactions contemplated thereunder (including the issue of the Consideration Shares pursuant to the Specific Mandate) be and are hereby approved, confirmed and ratified.
The board of directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents which it considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Agreement and the transactions contemplated thereunder (including the issue of the Consideration Shares pursuant to the Specific Mandate).”
By Order of the Board
State Energy Group International Assets Holdings Limited Zhang Jinbing Chairman
Hong Kong, 8 February 2021
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Notes:
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A form of proxy for use at the meeting is enclosed herewith.
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Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him in accordance with the Company’s bye-laws. A proxy need not be a member of the Company but must be present in person to represent the member.
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To be valid, a form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should they so wish, and in such event, the instrument appointing a proxy shall be revoked.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
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Shareholders whose name appear on the Company’s register of members on Monday, 22 February 2021, being the last registration date and record date, will be eligible for attending and voting at the SGM. In order to be eligible for attending and voting at the SGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. (Hong Kong Time) on Monday, 22 February 2021.
As at the date of this announcement, the executive Directors are Mr. Zhang Jinbing, Mr. Tian Wenxi and Mr. Wu Tingjun; and the independent non-executive Directors are Mr. Chow Hiu Tung, Mr. Zhao Hangen and Ms. Yang Yanli.
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