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Sands China Ltd. — Proxy Solicitation & Information Statement 2017
Dec 18, 2017
50273_rns_2017-12-18_67de465c-79c2-42b1-93a9-acafd7c91901.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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PACIFIC PLYWOOD HOLDINGS LIMITED 太 平 洋 實 業 控 股 有 限 公 司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 767)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the special general meeting (the ‘‘Special General Meeting’’) of Pacific Plywood Holdings Limited (the ‘‘Company’’) will be held at 1/F, Empire Hotel Hong Kong, 33 Hennessy Road, Wan Chai, Hong Kong at 10: 00 a.m. on Thursday, 11 January 2018 for the following purposes:
SPECIAL RESOLUTIONS
- As special business, to consider and, if thought fit, pass the following resolution as a special resolution of the Company:
‘‘THAT
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i. subject to and conditional upon approval to be granted by the Registrar of Companies in Bermuda, the name of the Company be changed from ‘‘Pacific Plywood Holdings Limited 太平洋實業控股有限公司’’ to ‘‘WahYong Silk Road Investment Company Limited’’ and its existing Chinese name, ‘‘太平洋實業控股 有限公司’’, be relinquished (the ‘‘Change of Company Name’’) with effect from the date on which the new English name of the Company is entered in the register of companies maintained by the Registrar of Companies in Bermuda; and
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ii. any director of the Company be and is hereby authorised to do all such acts and execute all such documents to give effect to the Change of Company Name.’’
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For identification purposes only
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- As special business, to consider and, if thought fit, pass the following resolution as a special resolution of the Company:
‘‘THAT, subject to and forthwith upon the Change of Company Name taking effect, the bye-laws of the Company (the ‘‘Bye-laws’’) be and are hereby amended as follows:
(a) Bye-law 1(A)
By deleting the existing definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’ in Bye-law 1(A) and substituting therefor the following new definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’:
‘‘‘‘the Company’’ or ‘‘this Company’’ shall mean ‘‘WahYong Silk Road Investment Company Limited’’ incorporated in Bermuda on the 9th day of May 1994;’’.
By Order of the Board Pacific Plywood Holdings Limited Gao Zhenyun Vice Chairlady
19 December 2017
Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda
Head Office and principal place of Business in Hong Kong: Units 3301–3303, 33/F. West Tower Shun Tak Centre 168–200 Connaught Road Central Sheung Wan, Hong Kong
Notes:
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In order to determine members who are entitled to attend and vote at the Special General Meeting, the register of members of the Company will be closed from Monday, 8 January 2018 to Thursday, 11 January 2018, both days inclusive, during which period no transfer of shares can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712– 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4: 30 pm on Friday, 5 January 2018.
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Any Shareholder entitled to attend and vote at the Special General Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy needs not be a Shareholder.
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The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.
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Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Special General Meeting and in such event, the form of proxy shall be deemed to be revoked.
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Where there are joint Shareholders, any one of such joint Shareholders 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 Shareholders be present at the Special General 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 Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Shareholders in respect of the joint holding.
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The form of proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Special General Meeting (i.e. 10: 00 a.m. on Tuesday, 9 January 2018 or any adjournment thereof at which the person named in the form of proxy proposes to vote or, in the case of a poll taken subsequently to the date of the Special General Meeting or any adjournment thereof, not less than 48 hours before the time appointed for the taking of the poll and in default the form of proxy shall not be treated as valid.
As at the date of this notice, the Directors are:
Executive Directors Ms. Gao Zhenyun (Vice Chairlady) Mr. Li Jiuhua
Independent non-executive Directors Mr. Wong Chun Hung Mr. Zheng Zhen Mr. To Langa Samuelson
Non-executive Directors
Mr. Bai Tianhui (Chairman) Mr. Yao Luo Ms. Yu Yang
In the case of any inconsistency, the English text of this announcement shall prevail over the Chinese text.
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