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MTT Group Holdings Limited — Proxy Solicitation & Information Statement 2018
Feb 14, 2018
50542_rns_2018-02-13_f3edadab-195f-47fa-941b-f98cf1d15bfc.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 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.
PacRay International Holdings Limited
(Incorporated in Bermuda with limited liability)
(Stock code: 1010)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the special general meeting (“ SGM ”) of PacRay International Holdings Limited (“ Company ”) will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 12 March 2018 at 11:00 a.m. to consider and, if thought fit, pass the following ordinary resolutions of the Company.
ORDINARY RESOLUTIONS
“ THAT :
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(a) the Possible Disposals of ChipMOS Taiwan ADS (as defined in the circular of the Company dated 14 February 2018) within a period of twelve months from the date of passing of this resolution be and are hereby approved, confirmed and ratified; and
- (b) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and do all such acts, matters and things as he/she may in his/her absolute discretion consider necessary, desirable or expedient for the purposes of or in connection with implementing, completing and giving effect to the Possible Disposals and the transactions contemplated thereunder and to agree to such variations of the terms of the Possible Disposals (provided that such terms shall not be inconsistent with the terms set out in the circular of the Company dated 14 February 2018) as he/she may in his/her absolute discretion consider necessary or desirable.”
CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Wednesday, 7 March 2018 to Monday, 12 March 2018, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the SGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 6 March 2018, being the last registration date.
Yours faithfully, By order of the Board PacRay International Holdings Limited Liew Fui Kiang Chairman
Hong Kong, 14 February 2018
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Registered office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda
Principal place of business in Hong Kong: Unit 902, Unicorn Trade Centre 127-131 Des Voeux Road Central Hong Kong
Notes:
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(1) A form of proxy for use at the SGM is enclosed herewith.
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(2) 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 seal or under the hand of any officer or attorney duly authorised.
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(3) Any shareholder of the Company entitled to attend and vote at the SGM convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.
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(4) In order 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 of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the above SGM.
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(5) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM convened and in such event, the form of proxy will be deemed to be revoked.
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(6) Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the SGM, whether in person or by proxy, the most senior shall alone be entitled to vote. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.
As at the date of this notice, the Board comprises six directors. The executive Directors are Mr. Liew Fui Kiang, Mr. Leung Pok Man and Ms. Lau. Mei Ying and the independent non-executive Directors are Ms. Chow Chui Ying, Mr. Zhou Danqing and Dr. Yang Yung-Ming.
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