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MaxWin International Holdings Limited Proxy Solicitation & Information Statement 2020

Jan 22, 2020

51483_rns_2020-01-22_c34180b2-9853-4e64-a544-a91c80309687.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.

IAG HOLDINGS LIMITED 迎 宏 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8513)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of IAG Holdings Limited (the ‘‘Company’’) will be held at Warren Golf and Country Club, 81 Choa Chu Kang Way, Singapore 688263 on Friday, 14 February 2020 at 2: 00 p.m., to consider and, if thought fit, pass, with or without amendments, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the dual foreign name in Chinese of the Company be changed from ‘‘迎宏控股有限公司’’ to ‘‘官酝控股有限公司’’ with effect from the date of issue of the Certificate of Incorporation on Change of Name by the Registrar of Companies in the Cayman Islands and the English name ‘‘IAG Holdings Limited’’ remains unchanged (the ‘‘Change of Company Name’’), and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents (whether by hand, under seal or as a deed) and make all such arrangements as he/she/they consider necessary, desirable or expedient for the purpose of giving effect to the Change of Company Name.’’

By Order of the Board IAG Holdings Limited Phua Swee Hoe Chairman

Singapore, 22 January 2020

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Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Headquarter and principal place of business in Singapore: 16 Kallang Place #02-10 Singapore 339156

Notes:

  • (1) A shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her behalf. A proxy need not be a shareholder of the Company but must be present in person at the meeting to represent the shareholder. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  • (2) To be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof (as the case may be).

  • (3) Completion and return of an instrument appointing a proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • (4) 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 its common seal or under the hand of an officer or attorney or other person duly authorised.

  • (5) The register of members of the Company will be closed from Tuesday, 11 February 2020 to Friday, 14 February 2020 (both days inclusive), during which period no transfer of shares in the Company will be registered, for the purpose of determining the identity of the shareholders entitled to attend and vote at the extraordinary general meeting. In order to qualify for attending and voting at the extraordinary general meeting to be held on Friday, 14 February 2020, all transfers of shares accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4: 30 p.m. on Monday, 10 February 2020.

  • (6) Pursuant to Article 66 of the articles of association of the Company, the above resolution put to vote at the meeting shall be decided by poll.

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  • (7) If typhoon signal no. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 7: 00 a.m. on the date of the extraordinary general meeting, the extraordinary general meeting will be postponed. The Company will post an announcement on the websites of the Company at www.inzign.com and the Stock Exchange at www.hkexnews.hk to notify the shareholders of the Company of the date, time and place of the rescheduled extraordinary general meeting.

  • (8) As required under the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited, all of the above resolutions will be voted by way of poll.

As at the date of this announcement, the executive directors of the Company are Mr. Phua Swee Hoe, Ms. Ng Hong Kiew and Mr. Yang Jiangyuan, the non-executive director of the Company is Mr. Tay Koon Chuan, and the independent non-executive directors of the Company are Mr. Chow Wen Kwan, Mr. Ong Kian Guan and Mr. Tan Yew Bock.

This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this announcement 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 announcement misleading.

This announcement will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least seven days from the date of its posting. This announcement will also be published and remains on the website of the Company at www.inzign.com.

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