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Perfectech International Holdings Limited — Proxy Solicitation & Information Statement 2021
Apr 22, 2021
49454_rns_2021-04-22_a1d57a7c-406c-4255-9b71-1891424a3167.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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Kiu Hung International Holdings Limited 僑雄國際控股有限公司
(incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)
(Stock Code: 00381)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of Kiu Hung International Holdings Limited (the ‘‘Company’’) will be held at Harbour Plaza Room I, B1/F, Harbour Plaza North Point, 665 King’s Road, North Point, Hong Kong on Wednesday, 12 May 2021 at 10:30 a.m. for the following purposes:
ORDINARY RESOLUTION
‘‘THAT:
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(a) the conditional subscription agreement dated 3 November 2020 (the ‘‘Subscription Agreement’’) and the supplemental subscription agreement dated 22 January 2021 (the ‘‘Supplemental Subscription Agreement’’) entered into between the Company as the issuer and Creditors (as defined in the circular issued by the Company on 22 April 2021) in relation to the subscription of an aggregate of 390,440,579 new ordinary shares of the Company (the ‘‘Subscription Shares’’) at the subscription price of HK$0.267 per Subscription Share, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(b) the directors of the Company (the ‘‘Directors’’) be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares, subject to and in accordance with the terms and conditions set out in the Subscription Agreement (as supplemented by the Supplemental Subscription Agreement); and
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(c) any one of the Directors be and is hereby authorized to take any action for and on behalf of the Company as he or she considers necessary, desirable or expedient to carry out or give full effect to or otherwise in connection with the Subscription Agreement (as supplemented by the Supplemental Subscription Agreement) and the transactions contemplated thereunder, including without limitation, to allot and issue the Subscription Shares in accordance with the Subscription Agreement (as supplemented
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by the Supplemental Subscription Agreement), to make all relevant applications, registrations and filings with the Stock Exchange or other relevant regulatory authorities, to sign and execute such further documents and to do any other matters incidental thereto and/or as contemplated thereunder.’’
By order of the Board Kiu Hung International Holdings Limited Zhang Qijun Chairman
Hong Kong, 22 April 2021
Registered office: Head office and principal place Continental Buildings, 3rd Floor, of business in Hong Kong: 25 Church Street, Flat E, 20th Floor, Hamilton HM12, Lucky Plaza, Bermuda 315–321 Lockhart Road, Wan Chai Hong Kong
Notes:
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A member entitled to attend and vote at the SGM convened by the above notice is entitled to appoint one proxy or, if the member holds two or more Shares, to appoint more than one proxy, to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. 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.
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In order to be valid, the form of proxy must be 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, at the offices of the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://spotemeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company on 22 April 2021 as soon as possible and in any event not later than Monday, 10 May 2021 at 10:30 a.m. (Hong Kong time). Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the SGM or any adjournment thereof, should he so wish.
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For the determination of the entitlement of the shareholders of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from 7 May 2021, Friday to 12 May 2021, Wednesday, 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, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 6 May 2021.
As at the date of this announcement, the Board comprises three executive Directors, Mr. Zhang Qijun, Mr. Chen Jian and Mr. Liu Mingqing and five independent non-executive Directors, Mr. Wang Xiao Ning, Mr. Cheng Ho On, Mr. Kong Chun Wing, Mr. Lai Chi Yin, Samuel and Ms. Chen Yuxin.
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