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Sinohope Technology Holdings Limited Proxy Solicitation & Information Statement 2019

Sep 18, 2019

50036_rns_2019-09-18_4fbc3007-dccb-4af5-8a79-4c3be56b3a92.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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PANTRONICS HOLDINGS LIMITED 桐成控股有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1611)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Pantronics Holdings Limited (the “ Company ”) will be convened and held at Rooms 1404[–] 05, 14/F Nan Fung Tower, 88 Connaught Road Central, Hong Kong at 2:30 p.m. on Wednesday, 9 October 2019 for considering and, if thought fit, passing and approving the following resolutions of the Company:

SPECIAL RESOLUTIONS

  1. THAT subject to and conditional upon the approval of the Registry of Corporate Affairs in the British Virgin Islands having been obtained and the entry of the new names of the Company on the register, the English name of the Company be and is hereby changed from “Pantronics Holdings Limited” to “Huobi Technology Holdings Limited” and the dual foreign name in Chinese of the Company be and is hereby changed from “桐成控股 有限公司” to “火幣科技控股有限公司” (the “ Change of Company Name ”) and any one director of the Company be and is hereby authorised to do all such acts, deeds, matters and things as he or she may in his or her absolute discretion consider necessary or desirable or expedient for the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

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  1. THAT conditional upon the resolution 1 in the notice of this meeting of which this special resolution forms a part being passed, the existing memorandum of association and articles of association of the Company be amended in the following manner (the “ Amendments to the Articles ”):

(1) Memorandum of Association of the Company

by deleting the name “Pantronics Holdings Limited 桐成控股有限公司” on the cover page, on the heading of page 2, and in Article 1 thereof, and substituting therefor “Huobi Technology Holdings Limited 火幣科技控股有限公司”; and

(2) Articles of Association of the Company

by deleting the name “Pantronics Holdings Limited 桐成控股有限公司” on the heading of page 6, and in the definition of “Company” in Article 1.2 thereof, and substituting therefor “Huobi Technology Holdings Limited 火幣科技控股有限公司”,

subject to and forthwith upon the Change of Company Name taking effect, the amended and restated Articles which consolidate all of the proposed amendments to the Articles will be approved, adopted and become effective as the new Articles in substitution for and to the exclusion of the existing Articles of the Company, and that any one director of the Company be and is hereby authorised to do all such acts, deeds, matters and things as he/ she may in his/her absolute discretion consider necessary or desirable or expedient for the implementation of and giving effect to the adoption of the amended and restated Articles and to attend to any necessary registration and/or filing for and on behalf of the Company.”

ORDINARY RESOLUTION

  1. To re-elect Mr. Li Lin as an executive Director.

By order of the Board PANTRONICS HOLDINGS LIMITED Lee Chris Curl Executive Director

Hong Kong, 19 September 2019

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Notes:

  1. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A shareholder of the Company 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. A proxy need not be a member of the Company.

  2. In order to be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  3. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the authority of your proxy shall be deemed to be revoked.

  4. In case of joint holders of any share, any one of such joint holders may vote, whether in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the EGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. 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.

  5. The resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

  6. For determining the entitlement to attend and vote at the EGM, the register of members will be closed from Thursday, 3 October 2019 to Wednesday, 9 October 2019, both days inclusive. During this period, no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, 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 Wednesday, 2 October 2019.

  7. 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 EGM, the EGM 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.pantronicshk.com) to notify shareholders of the date, time and place of the rescheduled meeting.

As at the date of this announcement, the Board comprises (1) Mr. Li Lin, Mr. Lee Chris Curl 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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