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Sands China Ltd. — Proxy Solicitation & Information Statement 2018
Feb 9, 2018
50273_rns_2018-02-09_f1fc4f35-f9ea-4f13-8ba6-2d290f5706b9.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 10: 00 a.m. on Friday, 2 March 2018 at Rooms 4202-03, 42/F., The Center, 99 Queen’s Road Central, Central, Hong Kong 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
- (i) given the fact that the change of the name of the Company from ‘‘Pacific Plywood Holdings Limited 太平洋實業控股有限公司’’ to ‘‘WahYong Silk Road Investment Company Limited’’ and the relinquishment of its existing Chinese name, ‘‘太平洋實業控股有限公司’’ (collectively the ‘‘Previous Change of Company Name’’) referred to in the special resolution approving the Previous Change of Company Name and passed at the special general meeting of the Company held on 11 January 2018 has not come into effect, the withdrawal of the Previous Change of Company Name be approved, and the special resolution and relevant applications of the Company regarding the Previous Change of Company Name be withdrawn.’’
- 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
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(i) subject to and conditional upon the approval of the proposed new name of the Company by the Registrar of Companies in Bermuda, the primary name of the Company be changed from ‘‘Pacific Plywood Holdings Limited’’ to ‘‘Asia Pacific Silk Road Investment Company Limited’’, and ‘‘亞太絲路投資有限公司’’ be adopted as the secondary name of the Company in place of its existing Chinese name, ‘‘太平洋實業控股有限公司’’, which is for identification purposes only (the ‘‘New Proposed Change of Company Name’’); and
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(ii) any Director and the company secretary of the Company, acting collectively and individually, be and are hereby authorised to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents and to take all such steps, for and on behalf of the Company, as the Directors in their discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement the New Proposed Change of Company Name.’’
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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 New Proposed 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) in its entirety and substituting therefor the following new definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’:
‘‘‘‘the Company’’ or ‘‘this Company’’ shall mean ‘‘Asia Pacific Silk Road Investment Company Limited 亞太絲路投資有限公司’’ incorporated in Bermuda on the 9[th] day of May 1994;’’.’’
By Order of the Board Pacific Plywood Holdings Limited Guo Jintong
Chairman
12 February 2018
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Registered office: Head office and principal place of Canon’s Court business in Hong Kong: 22 Victoria Street Units 3301–3303, 33/F. Hamilton HM12 West Tower Shun Tak Centre Bermuda 168–200 Connaught Road Central Sheung Wan, Hong Kong
Notes:
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In order to determine the entitlement of members to attend and vote at the Special General Meeting, the register of members of the Company will be closed from Monday, 26 February 2018 to Friday, 2 March 2018, both days inclusive, during which period no transfer of shares will 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, 23 February 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/her/its proxy to attend and vote instead of him/her/it. A proxy needs not be a shareholder of the Company.
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The form of proxy shall be in writing under the hand of the appointer or of his/her/its attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised 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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In the case of joint shareholders, any one of such joint shareholders may vote, either in person or by proxy, in respect of such shares as if he/she/it were solely entitled thereto, but if more than one of such joint shareholders are 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 members 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, Wan Chai, 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 Wednesday, 28 February 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.
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As at the date of this notice, the Directors are:
Executive Directors Mr. Guo Jintong (Chairman) Mr. Li Jiuhua
Independent non-executive Directors Mr. Wong Chun Hung Mr. Zheng Zhen Mr. To Langa Samuelson
Non-executive Directors
Ms. Gao Zhenyun Mr. Yao Luo Ms. Yu Yang
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