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Sinohope Technology Holdings Limited — AGM Information 2021
Feb 16, 2021
50036_rns_2021-02-16_942df698-0dd2-47d9-ab52-41f70e992dd9.pdf
AGM Information
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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.
HUOBI TECHNOLOGY HOLDINGS LIMITED 火 幣 科技控股有限公司
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 1611)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (“ AGM ”) of Huobi Technology Holdings Limited (the “ Company ”) will be held at L’ hotel Nina et Convention Centre, 8 Yeung Uk Road, Tsuen Wan, Hong Kong on Friday, 19 March 2021 at 10:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
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To receive and consider the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “ Directors ”) and of the auditors for the financial year ended 30 September 2020.
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To re-elect the following directors of the Company:
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(1) Mr. Yip Wai Ming as an independent non-executive Director; and
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(2) Mr. Ngai Matthew Cheuk Yin as an independent non-executive Director.
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To authorise the Board to fix the remuneration of the Directors.
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To re-appoint BDO Limited as the Company’s auditor and to authorise the Board to fix their remuneration.
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- As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“ THAT
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(a) subject to paragraph (c) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.001 each in the capital of the Company and to make or grant offers, agreements and options (including but not limited to bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including but not limited to bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
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(c) the aggregate nominal amount of the shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above otherwise than pursuant to:
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(i) a Rights Issue (as hereinafter defined);
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(ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company;
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(iii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company;
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(iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the memorandum and articles of association of the Company (the “ Articles ”); or
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(v) a specific authority granted or to be granted by the Shareholders in general meeting, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution and the said approval in paragraph (a) of this resolution shall be limited accordingly; and
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(d) for the purposes of this resolution:
“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or
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(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”
- As special business to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“ THAT
- (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase ordinary shares of HK$0.001 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange, as amended from time to time, be and is hereby generally and unconditionally approved;
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(b) the aggregate nominal amount of the shares of the Company which the Directors are authorised to repurchase pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution; and
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(c) for the purposes of this resolution:
“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or
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(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”
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To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as an ordinary resolution:
“ THAT conditional upon the passing of the foregoing ordinary resolutions No. 5 and No. 6 as set out in the notice convening the AGM, the general mandate granted to the Directors to allot, issue and deal with additional shares in the capital of the Company pursuant to the ordinary resolution No. 5 set out in the notice convening the AGM be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the shares of the Company repurchased by the Company under the authority granted pursuant to the ordinary resolution No. 6 set out in the notice convening the AGM provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”
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- To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as an ordinary resolution:
“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the additional shares of HK$0.001 each in the share capital of the Company to be issued pursuant to the exercise of options which may be granted under the share option scheme adopted on 27 October 2016 and amended on 17 November 2020 by the Company (the “ Share Option Scheme ”), the refreshment of the limit in respect of the granting of options to subscribe for Shares under the Share Option Scheme be and is hereby approved, provided that:
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(a) the total number of Shares in respect of which options may be granted under the Share Option Scheme shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution (the “ Refreshed Limit ”);
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(b) options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme) will not be counted for the purpose of calculating the Refreshed Limit;
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(c) the Directors be and are hereby unconditionally authorised to offer or grant options pursuant to the Share Option Scheme to subscribe for Shares up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with the Shares upon the exercise of such options; and
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(d) such increase in the Refreshed Limit shall in no event result in the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other schemes of the Company exceed 30% of the Shares in issue from time to time.”
By Order of the Board HUOBI TECHNOLOGY HOLDINGS LIMITED Lan Jianzhong Executive Director
Hong Kong, 17 February 2021
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Notes:
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A form of proxy for use in connection with the AGM is enclosed herewith and published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk). Whether or not you are able to attend the AGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not later than 48 hours before the time designated for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
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Any member entitled to attend and vote at the AGM is entitled to appoint one or two proxies to attend and vote instead of him/her/it. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the AGM. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized 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.
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To be valid, a form of appointment of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183, Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for the time appointed for holding the AGM or any adjournment thereof.
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No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the AGM was originally held within 12 months from such date.
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Where there are joint registered holders of any share of the Company, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
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For determining the entitlement to attend and vote at the AGM, the register of members will be closed from Tuesday, 16 March 2021 to Friday, 19 March 2021, both days inclusive. During this period, no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183, Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Monday, 15 March 2021.
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If Typhoon Signal No. 8 or above, or “black” rainstorm warning is in effect any time after 8:00 a.m. and before the above time of AGM, the AGM will be postponed. The Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.huobitech.com) to notify Shareholders (as defined herein) of the date, time and place of the rescheduled meeting.
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To safeguard the health and safety of the Shareholders and to prevent the spreading of the coronavirus disease 2019 (“ COVID-19 ”) pandemic, the following precautionary measures will be implemented at the AGM, without limitation:
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compulsory body temperature screening/checks;
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mandatory wearing of surgical face masks;
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appropriate distancing and spacing will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding;
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no refreshment or souvenirs will be provided at the AGM; and
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any person who does not comply with the precautionary measures to be taken at the AGM may be denied entry into the meeting venue.
For the health and safety of the Shareholders, the Company encourages the Shareholders NOT to attend the AGM in person, and advises the Shareholders to appoint the chairman of the AGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.
Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
As at the date of this AGM notice, the Board comprises (1) Mr. Li Lin and Mr. Lan Jianzhong as executive Directors; and (2) Mr. Duan Xiongfei, Mr. Yip Wai Ming and Mr. Ngai Matthew Cheuk Yin as independent non-executive Directors.
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