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PegBio Co., Ltd. — Proxy Solicitation & Information Statement 2017
Apr 6, 2017
50676_rns_2017-04-06_7049e9bf-be09-47d6-b333-8935af9615cf.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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(Incorporated in Bermuda with limited liability)
(Stock Code: 1141)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Skyway Securities Group Limited (the “Company”) will be held at Units 6601A and 6607–6608 on Level 66 of International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Friday, 28 April 2017 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:
SPECIAL RESOLUTIONS
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“THAT:
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(a) subject to compliance with section 46(2) of the Companies Act 1981 of Bermuda and with effect immediately upon the date of passing of this special resolution, the entire amount standing to the credit of the share premium account of the Company as at 30 September 2016 be cancelled (the “Share Premium Cancellation”) and the directors of the Company (the “Directors”) be and are hereby authorised to transfer the credit arising from the Share Premium Cancellation to the contributed surplus account of the Company and to utilize the credit arising therefrom by the Directors in accordance with the bye-laws of the Company (the “Bye-laws”) and all applicable laws;
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(b) the Directors be and are hereby authorised to apply the amount standing to the credit of the Company’s contributed surplus account in any manner permitted by the applicable laws of Bermuda and the Bye-Laws, including, but not limited to effecting, as applicable, any distribution and/or dividend; and
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(c) the Directors be and are hereby authorised to do all such acts and things and execute all documents which they consider necessary, desirable or expedient for the implementation of and giving effect of the Share Premium Cancellation and the transactions contemplated thereunder as set out in the foregoing resolution above.”
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* For identification purposes only
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- “THAT subject to and conditional upon, among others, the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be and is hereby changed from “Skyway Securities Group Limited” to “CMBC Capital Holdings Limited”, and a new Chinese name “民銀資本控股有限 公司” be adopted as the Chinese secondary name of the Company to replace the Chinese name “天順證券集團有限公司” (which was adopted for identification purposes only) with effect from the date of entry of the new English and Chinese names on the register maintained by the Registrar of Companies in Bermuda, and that the Directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid change of name of the Company.”
By order of the Board Skyway Securities Group Limited Lin Yuehe Chairlady
Hong Kong, 6 April 2017
Registered office Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Units 6601A and 6607-6608 Hamilton HM11 Level 66, Int’l Commerce Centre Bermuda 1 Austin Road West Kowloon, Hong Kong
Notes:
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The register of members of the Company will be closed for a period commencing from 25 April 2017 to 28 April 2017, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 24 April 2017.
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Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
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The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
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To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company’s branch share registrar and transfer office 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 Meeting (i.e at 11:00 a.m. on 26 April 2017) or any adjournment thereof.
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No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
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Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, 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 be present at the Meeting, 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 holding.
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Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
As at the date of this announcement, the Board comprises the following Directors:
Executive Directors: Independent Non-executive Directors: Ms. Lin Yuehe (Chairlady) Mr. Chan Kwan Pak Mr. Wang Haixiong (Chief Executive Officer) Mr. Siu Gee Tai Mr. Siu Siu Ling Robert
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