Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

RemeGen Co., Ltd. AGM Information 2020

Sep 29, 2020

51206_rns_2020-09-29_68d66e24-c856-425f-a635-b6c4fc757362.pdf

AGM Information

Open in viewer

Opens in your device viewer

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.

==> picture [213 x 52] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 華僑城(亞洲)控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

NOTICE OF EXTRAORDINARY GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Please refer to page 1 of the circular of the Company dated 30 September 2020 for the measures to be implemented at the extraordinary general meeting (“ EGM ”) of Overseas Chinese Town (Asia) Holdings Limited (the “ Company ”) by the Company to protect the attendees from the risk of infection of the novel coronavirus, including:

(i) compulsory body temperate check and filing out the health registration form;

(ii) compulsory wearing of surgical face mask; and

(iii) no distribution of corporate gifts and no serving of refreshments.

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. For the health and safety of the shareholders of the Company (the “ Shareholders ”), the Company strongly advises the Shareholders to appoint the Chairman of the meeting as your proxy to vote on the relevant resolutions at the EGM as an alternative to attending the EGM in person.

NOTICE IS HEREBY GIVEN that an EGM of the Company will be held at the conference room of the Company at 59/F, Bank of China Tower, 1 Garden Road, Hong Kong on Wednesday, 21 October 2020 at 10:30 a.m. or any adjournment of such meeting for the purposes of considering and, if thought fit, passing the following resolutions, with or without modifications, as ordinary resolutions of the Company:

  • 1 -

ORDINARY RESOLUTION

THAT

  • (a) (i) the equity transfer agreement dated 4 September 2020 and entered into between Bantix International Limited (“ Bantix International ”), OCT (Chengdu) Investment Co., Ltd.* (華僑城

  • (成都)投資有限公司, “ OCT Chengdu Investment ”) and Chengdu Tianfu OCT Industry Development Co., Ltd. (成都天府華僑城實業發展有限公司, the “ Target Company ”) in relation to the disposal of 50.99% of equity interest in the Target Company (the “ Equity Transfer Agreement ”) (a copy of which has been produced to the Meeting marked “A” and initialed by the Chairman of the Meeting for the purpose of identification) and (ii) the debt transfer agreement dated 4 September 2020 and entered into between Bantix International, OCT Chengdu Investment and the Target Company in relation to the assignment of the debt in the Target Company (the “ Debt Transfer Agreement ”, together with the Equity Transfer Agreement, the “ Transfer Agreements* ”) (a copy of which has been produced to the Meeting marked “B”, and initialed by the Chairman of the Meeting for the purpose of identification), and the transactions contemplated under the Transfer Agreements be and are hereby approved, confirmed and ratified; and

  • (b) any director of the Company be and is hereby authorised to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the Transfer Agreements and the transactions contemplated thereunder.”

  • The Chinese names have been translated into English for reference only.

By order of the Board

Overseas Chinese Town (Asia) Holdings Limited Zhang Dafan

Chairman

Hong Kong, 30 September 2020

Notes:

  1. Any member entitled to attend and vote at the EGM (and any adjournment of such meeting) shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at the EGM (and any adjournment of such meeting). A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

  2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

  3. 2 -

  4. In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the EGM (or any adjournment of such meeting) (as the case may be) at which the person named in the instrument proposes to vote.

  5. The record date for determining qualification for attendance and voting at the EGM shall be 21 October 2020. In order to qualify for attendance and voting at the meeting, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong not later than 4:30 p.m. on 15 October 2020.

  6. Completion and return of the proxy form does not preclude a member from attending and voting in person at the EGM (or any adjournment of such meeting) and, in such event, the proxy form shall be deemed to be revoked.

  7. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the EGM (and any adjournment of such meeting), the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this announcement, the Board comprises seven Directors, namely: Mr. Zhang Dafan, Ms. Xie Mei and Mr. Lin Kaihua as executive Directors; Mr. Wang Wenjin as non-executive Director; Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu as independent non-executive Directors.

  • 3 -