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Paradise Entertainment Limited Proxy Solicitation & Information Statement 2007

Apr 13, 2007

49748_rns_2007-04-13_a08bd9c1-7744-4ae1-bcda-3405e3eab193.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult a licensed securities dealer or other bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in LifeTec Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or other transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1180)

PROPOSED CHANGE OF COMPANY NAME

A notice convening a special general meeting of the Company (the “Special General Meeting”) to be held at 11:00 a.m., on Monday, 7th May 2007, at Suite 907-908, 9th Floor, Man Yee Building, No. 68 Des Voeux Road Central, Hong Kong is set out on page 4 of this circular. A form of proxy is also enclosed. Whether or not you intend to attend the Special General Meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit with the branch share registrar of the Company in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 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 Special General Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting thereof should you so wish.

  • For identification purposes only

13th April 2007

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability) (Stock Code: 1180)

Executive Directors:

Mr. Jay Chun (Chairman and Managing Director) (alternate director to Mr. Shan Shiyong) Mr. Shan Shiyong, alias, Sin Sai Yung Dr. Ma Xianming, alias, Ma Yin Ming Mr. Law Wing Kit, Stephen Mr. Park Aaron Changmin

Independent Non-executive Directors: Mr. Frank Hu Mr. Wang Faqi Ms. Ma Shiwei

Head Office and Principal Place of Business: Suite 907-908, 9th Floor Man Yee Building No.68 Des Voeux Road Central Hong Kong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

13th April 2007

To the shareholders, and for information only, to the warrantholders, of the Company

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

It was proposed and announced by the board of directors of the Company (the “Board”) on 30th March 2007 that the name of the Company be changed to “Paradise Entertainment Limited” and the Chinese name of the Company, for the purpose of identification only, be changed from “ ” to “ ”. A special resolution will be proposed at the Special General Meeting for the shareholders of the Company (the “Shareholders”) to consider and, if thought fit, to approve the change of the name of the Company.

The purpose of this circular is to provide you with further details of the proposed change of company name and to give you notice of the Special General Meeting for approving the special resolution in respect thereof.

* For identification purposes only

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LETTER FROM THE BOARD

PROPOSAL FOR CHANGE OF NAME

To reflect the Company’s continuous engagement in the gaming and entertainment industry in the Macau Special Administrative Region of the People’s Republic of China, the Board considers that the proposed new name of the Company provides a better identification of the Company’s business strategy as well as the plan for its future development and operations and proposes that the name of the Company be changed to “Paradise Entertainment Limited”. The Board also proposes that the Chinese name of the Company, for the purpose of identification only, be changed from “ ” to “ ”. It is the present intention of the Board that the existing business of the Company will continue to be in operation and will not be affected as a result of the change of name of the Company.

The proposed change of name is subject to (i) the passing of a special resolution approving the change of name by the Shareholders at the Special General Meeting; and (ii) the approval by the Registrar of Companies in Bermuda. The change of name of the Company will take effect from the date on which the Registrar of Companies in Bermuda enters the new name on the register in place of the existing name. Thereafter, the Company will comply with the necessary filing procedures with the Registrar of Companies in Hong Kong.

SHARE CERTIFICATES

The proposed change of name of the Company will not affect any rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the change of name, continue to be evidence of title to the existing shares of HK$0.01 each in the share capital of the Company (the “Shares”) and will continue to be valid for trading, settlement and registration purposes. There will not be any arrangements for free exchange of existing share certificates for new share certificates under the new name of the Company. Once the proposed change of name becomes effective, any issue of share certificates thereafter will be in the new company name and the Shares will be traded on the Stock Exchange in the new company name.

Further announcements will be made by the Company once the change of name of the Company becoming effective and on any proposed change of stock trading name of the Company.

SPECIAL GENERAL MEETING

A notice convening the Special General Meeting to be held at Suite 907-908, 9th Floor, Man Yee Building, No.68 Des Voeux Road Central, Hong Kong on Monday, 7th May 2007 at 11:00 a.m. is set out on page 4 of this circular for the purpose of considering and, if thought fit, passing the resolution as set out therein.

A form of proxy for use by the Shareholders at the Special General Meeting is enclosed. Whether or not you are able to attend the Special General Meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit with the branch share registrar of the Company in

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LETTER FROM THE BOARD

Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 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 Special General Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting thereof should you so wish.

PROCEDURE FOR DEMANDING A POLL

Pursuant to bye-law 66 of the bye-laws of the Company, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the Rules Governing the Listing of Securities on the Stock Exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded: (i) by the chairman of the meeting; or (ii) by at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or (iii) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or (iv) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

RECOMMENDATION

The Board is of the opinion that the change of the name of the Company is in the best interests of the Company and the Shareholders as a whole. The Board therefore recommends the Shareholders to vote in favour of the special resolution to be proposed at the Special General Meeting.

Yours faithfully, For and on behalf of LifeTec Group Limited Jay Chun Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1180)

NOTICE IS HEREBY GIVEN that a special general meeting of LifeTec Group Limited (the “Company”) will be held at 11:00 a.m., on Monday, 7th May 2007 at Suite 907-908, 9th Floor, Man Yee Building, No. 68 Des Voeux Road Central, Hong Kong for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution which will be proposed as a special resolution of the Company:

SPECIAL RESOLUTION

THAT subject to the approval of the Registrar of Companies in Bermuda being obtained, the name of the Company be changed to “Paradise Entertainment Limited” and the Chinese name of the Company, for the purpose of identification only, be changed from “ ” to “ ” and that the directors of the Company be and are hereby authorized to do all such acts and things and execute all documents they consider necessary or expedient to effect the change of name and the adoption of the new Chinese name for the purpose of registration in Hong Kong for and on behalf of the Company.”

By Order of the Board Poon Yick Pang, Philip Company Secretary

Hong Kong, 13th April 2007

Notes:

  1. A member 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 bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company.

  2. In the case of joint registered holders of a share, any one of such joint registered holders may vote at the meeting, either personally or by a proxy, in respect of such share as if he was solely entitled thereto. However, if more than one of such joint registered holders are present in the meeting personally or by proxy, then the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holdings, the first-named being the senior.

  3. A form of proxy for use at the special general meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, with the branch share registrar of the Company in Hong Kong, Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or any adjourned meeting thereof.

  4. Completion and return of the form of proxy will not preclude members of the Company from attending and voting in person at the meeting or any adjourned meeting thereof should he so wish.

  • For identification purposes only

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