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Prosperous Future Holdings Limited — Proxy Solicitation & Information Statement 2017
Jun 15, 2017
49807_rns_2017-06-14_cc5f8166-8491-46f8-aa50-940b736ae157.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.
China Child Care Corporation Limited 中國兒童護理有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1259)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Child Care Corporation Limited (the “ Company ”) will be held at Room Golden Bay, 2/F, Golden Bay Resort, 168 South Huandeng Road (Huandeng Nan Lu), Dadeng Islands, Xiamen, Fujian Province, The People’s Republic of China on Friday, 30 June 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution(s) as ordinary resolution:
ORDINARY RESOLUTION
“ THAT
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(a) the share transfer agreement dated 5th May, 2017 (the “ Share Transfer Agreement ”) entered into between 青蛙王子(中國)日化有限公司 (Frog Prince (China) Daily Chemicals Co., Ltd.), a wholly-foreign-owned enterprise established in the People’s Republic of China (the “ PRC ”) with limited liability and an indirect wholly-owned subsidiary of the Company (the “ Vendor ”), as the vendor, 深圳前海沃升資產管理中心(有限合夥)(Shenzhen Qianhai Wosheng Asset Management Centre (Limited Partnership)), a limited partnership formed in the PRC as the purchaser relating to the sale and purchase of 45% equity interests in 福建和潤供應鏈管理有限 公司 (Fujian Herun Supply Chain Management Co., Ltd.) (the “ Target Company* ”). A copy of the Share Transfer Agreement marked “A” has been produced to the EGM and signed by the chairman of the EGM for the purpose of identification) and the transactions contemplated thereunder and all other matters of and incidental thereto or in connection therewith be and are hereby approved, ratified and confirmed; and
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(b) any director of the Company be and is hereby authorised to do all such acts and things as he in his sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Share Transfer Agreement and the transactions contemplated
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thereunder and, where required, any amendment of the terms of the Share Transfer Agreement as required by, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations.”
By order of the Board China Child Care Corporation Limited Tsai Wallen
Chairman of the Board
15 June 2017
Notes:
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a. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. 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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b. In the case of joint holders of a share of the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) 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 share of the Company.
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c. A form of proxy for use at the EGM is enclosed. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s Hong Kong branch registrar (i.e. Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 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 meeting (i.e. not later than 10:00 a.m. on Wednesday, 28 June 2017) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
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d. To ascertain shareholders’ eligibility to attend and vote at the EGM, the Register of Members of the Company will be closed from Tuesday, 27 June 2017 to Friday, 30 June 2017 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the EGM, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar and Transfer Office 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 no later than 4:30 p.m. on Monday, 26 June 2017.
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e. Any vote of members (attending in person or by proxy) at the EGM shall be taken by poll.
As at the date of this notice, the Board comprises (i) five executive Directors, namely Mr. Tsai Wallen, Mr. Ge Xiaohua, Mr. Huang Xinwen, Mr. Li Zhouxin and Mr. Ma Chi Ming; (ii) one nonexecutive Director, namely Mr. Ren Yunan; and (iii) three independent non-executive Directors, namely Ms. Chan Sze Man, Mr. Tsao Benedict and Mr. Ma Kwun Yung Stephen.
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For identification purposes only
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