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New Focus Auto Tech Holdings Limited Proxy Solicitation & Information Statement 2018

Aug 24, 2018

49157_rns_2018-08-24_b7c8d206-b13c-4788-963e-99ea4fb2a939.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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NEW FOCUS AUTO TECH HOLDINGS LIMITED 新焦點汽車技術控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 360)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “ EGM ”) of New Focus Auto Tech Holdings Limited (the “ Company ”) will be held at Room 2501, 25/F, Fortune Financial Centre, 5 Dong San Huan Central Road, Chaoyang District, Beijing, the PRC on Friday, 14 September 2018 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution. Unless otherwise defined, capitalised terms defined in the circular dated 24 August 2018 shall have the same meanings when used in this notice.

ORDINARY RESOLUTION

  1. “THAT

    • (a) the Equity Transfer Agreement and the transactions contemplated thereunder be and hereby approved, confirmed and ratified; and

    • (b) any one Director be and is hereby authorised on behalf of the Company to do all such acts and things and execute all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his or her sole opinion and absolute direction may consider necessary, appropriate or desirable to implement or give effect to the Equity Transfer Agreement and the transactions contemplated thereunder.”

By order of the Board New Focus Auto Tech Holdings Limited Du Jinglei Chairman

Hong Kong, 24 August 2018

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

Principal place of business in Hong Kong: 5/F, 180 Hennessy Road Wan Chai Hong Kong

Notes:

  1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is holding two or more Shares of the Company is entitled to appoint more than one proxies to attend and vote in his stead. If more than one proxies are 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 of that power or authority must be deposited at the Company’s Hong Kong branch share registrar and transfer office, 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 appointed for the holding of the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude any member from attending the meeting or any adjournment thereof and voting in person if he or she so wishes and in such event, the form of proxy will be deemed to be revoked.

  3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized.

  4. Where there are joint holders of any share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such share as if he or she were solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, then the one of such joint holders so present whose name stands first on the register of members of the Company shall, in respect of such share, be entitled alone to vote in respect thereof.

  5. The resolution at the EGM will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

  6. The register of members of the Company will be closed from Tuesday, 11 September 2018 to Friday, 14 September 2018 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration by 4:30 p.m. on Monday, 10 September 2018.

As at the date of this notice, the Directors of the Company are: executive Director - DU Jinglei; non-executive Directors - WANG Zhenyu and ZHANG Jianxing; and independent non-executive Directors - HU Yuming, LIN Lei and ZHANG Xiaoya.

  • For identification purpose only

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