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REPT BATTERO Energy Co., Ltd. Proxy Solicitation & Information Statement 2015

Jul 27, 2015

49377_rns_2015-07-27_86359aca-0091-4646-b441-4cad3e7636c5.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.

ENERGY INTERNATIONAL INVESTMENTS HOLDINGS LIMITED 能源國際投資控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 353)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Energy International Investments Holdings Limited (the “ Company ”) will be held at Conference Room, Suite 2418, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong on Monday, 17 August 2015 at 3:00 p.m., for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

  1. THAT

    • (a) the CB Placing Agreement dated 15 May 2015 (the “ CB Placing Agreement ”), as amended and modified by the supplemental agreement dated 23 July 2015, (copies of which are marked “A” and “B” and initialled by the chairman of the meeting for the purpose of identification has been produced to the meeting) entered into between the Company and the Placing Agents (as defined in the circular of the Company dated 28 July 2015 (the “ Circular ”)) in relation to, among other things, the placing of the Convertible Bonds (as defined in the Circular) in the principal amount up to HK$300,000,000 entitling the holder(s) thereof to convert the principal amount thereof into ordinary shares of the Company (the “ Conversion Shares ”) at the initial conversion price of HK$0.158 (subject to adjustment) per Conversion Share, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
  • For identification purposes

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  • (b) subject to the fulfilment of the conditions precedent set out in the CB Placing Agreement, the issue of the Convertible Bonds in accordance with the terms and conditions of the CB Placing Agreement be and is hereby approved;

  • (c) the allotment and issue of new shares of the Company upon the exercise of the conversion rights attaching to the Convertible Bonds (the “ Conversion Shares ”) be and is hereby approved; and the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate to allot and issue the Conversion Shares; and

  • (d) the Directors be and are hereby authorised to do all such acts and things as they consider necessary, desirable or expedient for the implementation of and giving effect to the CB Placing Agreement, the issue of the Convertible Bonds, and the allotment and issue of the Conversion Shares upon exercise of the conversion rights attaching to the Convertible Bonds and the transactions contemplated thereunder.”

By order of the Board Energy International Investments Holdings Limited Chan Wai Cheung Admiral Executive Director

Hong Kong, 28 July 2015

Registered office: Head Office and Principal Place of Business Cricket Square in Hong Kong: Hutchins Drive, P.O. Box 2681 Unit 1508, 15th Floor Grand Cayman KY1-1111 The Center Cayman Islands 99 Queen’s Road Central Hong Kong

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Notes:

  1. A form of proxy for use at the meeting is enclosed herewith.

  2. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him in accordance with the Company’s bye-laws. A proxy need not be a member of the Company but must be present in person to represent the member.

  3. To be valid, a form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority must be lodged with the branch share registrar of the Company 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 the meeting or any adjournment thereof.

  4. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should they so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  5. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

As at the date of this announcement, the executive Directors are Ms. Wang Meiyan, Mr. Chan Wai Cheung Admiral, Ms. Jin Yuping and Mr. Lan Yongqiang; the non-executive Director is Ms. Zhao Hanqi and the independent non-executive Directors are Mr. Lee Hoi Yan, Mr. Wang Jinghua and Mr. Fung Nam Shan.

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