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Sinopharm Tech Holdings Limited — Proxy Solicitation & Information Statement 2018
Jan 8, 2018
51300_rns_2018-01-08_3c4d8866-b529-4eea-ab32-4176b5339e49.pdf
Proxy Solicitation & Information Statement
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THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Vanguard You Champion Holdings Limited (the “ Company ”), you should at once hand this supplemental circular and the accompanying revised form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) take no responsibility for the contents of this supplemental circular, 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 supplemental circular.
眾彩羽翔股份有限公司 China Vanguard You Champion Holdings Limited ( Formerly known as China Vanguard Group Limited )
SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 5 DECEMBER 2017 RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
This supplemental circular should be read together with the circular dated 5 December 2017 issued by China Vanguard You Champion Holdings Limited (the “ Company ”) to its shareholders. The supplemental notice of the extraordinary general meeting of the Company (the “ EGM ”) is set out on pages 9 to 10 in this supplemental circular, which the EGM originally scheduled to be held on Wednesday, 20 December 2017 at 10:00 a.m. as set out in the notice of the EGM will be changed to be held on Wednesday, 24 January 2018 at 10:00 a.m. at Units 307-313, 3/F, Wireless Centre, Phase One Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong. A revised form of proxy (the “ Revised Proxy Form ”) is also enclosed with this supplemental circular for use at the EGM.
Whether or not you are able to attend the EGM, you are requested to complete the accompanying Revised Proxy Form, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the Revised Proxy Form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.
This supplemental circular will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for a minimum period of 7 days from the date of its posting and on the website of the Company at http://www.cvg.com.hk.
8 January 2018
* For identification purpose only
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
| Page | |
|---|---|
| Characteristics of GEM............................................................................................................. | i |
| Letter from the Board................................................................................................................ | 1 |
| Appendix I — Information of the Retiring Directors...................................................... |
6 |
| Supplemental Notice of Extraordinary General Meeting....................................................... | 9 |
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LETTER FROM THE BOARD
眾彩羽翔股份有限公司 China Vanguard You Champion Holdings Limited ( Formerly known as China Vanguard Group Limited )
Executive Directors: Madam CHEUNG Kwai Lan (Chairperson) Mr. CHAN Ting (Deputy Chairperson and Chief Executive Officer)
Non-executive Director: Mr. CHAN Tung Mei
Independent Non-executive Director: Mr. TO Yan Ming Edmond Mr. YANG Qing Cai Dr. LIU Ta-pei
Registered office: P.O. Box 10008, Willow House Cricket Square Grand Cayman KY1-1001 Cayman Islands
Head office and principal place of business in Hong Kong : Units 307-313, 3/F Wireless Centre Phase One Hong Kong Science Park Pak Shek Kok, New Territories Hong Kong
8 January 2018
To the Shareholders and,
for information only, the Convertible Bonds holders
Dear Sir/Madam,
SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 5 DECEMBER 2017 RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
1. INTRODUCTION
The purpose of this supplemental circular is to provide you with the supplemental notice of the EGM (set out on pages 9 and 10 of this Supplemental Circular) and provide you with information reasonably necessary to enable you to make an informed decision on additional resolutions at the EGM. This supplemental circular should be read together with the circular issued by the Company to the Shareholders dated 5 December 2017 (the “ Circular ”). Unless otherwise defined, capitalised terms used in this supplemental circular shall have the same meanings as those defined in the Circular.
At the EGM, ordinary resolution will be proposed to approve the re-election of Mr. TO Yan Ming Edmond and Dr. LIU Ta-pei as independent non-executive Directors.
* For identification purpose only
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LETTER FROM THE BOARD
2. ADDITIONAL RESOLUTIONS — RE-ELECTION OF INDEPENDENT NONEXECUTIVE DIRECTORS
Additional resolutions will be proposed at the EGM to consider and approve the re-election of Mr. TO Yan Ming Edmond (“ Mr. TO ”) and Dr. LIU Ta-pei (“ Dr. LIU ”) as independent nonexecutive Directors of the Company, each as a separate resolution.
Reference is made to the Company’s announcement dated 11 December 2017 in relation to, among others, the appointment of Mr. TO and Dr. LIU as independent non-executive Directors. In accordance with Article 99 of the Articles of Association of the Company, any Director appointed to fill a casual vacancy on the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, each of Mr. TO and Dr. LIU, being Directors appointed by the Board shall retire at the EGM and being eligible, offer himself for re-election.
Reference is made to the announcement of the Company dated 23 November 2017 announcing, among other matters, the poll results of the AGM. The resolutions of re-election of Mr. TO and Dr. LIU had been proposed but were not passed by the Shareholders by way of poll at the AGM. Subsequent to the AGM dated 23 November 2017, the Board has searched for any other potential candidates to fill a casual vacancy of the independent non-executive Director but no appropriate candidate was proposed by the board members. After considering the character, integrity, independence and experience of Mr. TO and Dr. LIU by the nomination committee, it recommended to appoint Mr. TO and Dr. LIU as independent non-executive Directors of the Company again and all the board members agreed on their appointment in the board meeting.
The nomination committee has performed the following assessment to consider whether each of Mr. TO and Dr. LIU as an independent non-executive Director is independent from the Company and its substantial shareholders:
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(1) The number of issued shares held by Mr. TO and Dr. LIU: Since Mr. TO does not hold any Share in the Company and Dr. LIU only holds 2,620,000 shares of the Company (which representing 0.07% of the total issued shares), the nomination committee considers that they are independent from the Company and its substantial shareholders.
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(2) Received an interest in any securities of the issuer as a gift: Since Mr. TO and Dr. LIU have not received any securities as gift from the Company or a core connected person, the nomination committee considers that they are independent from the Company and its substantial shareholders.
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(3) Services provided to the Company: Since Mr. TO and Dr. LIU were not a director, partner or principal of professional adviser which currently provides or has within one year immediately prior to the date of their appointment provided services to the Company, the nomination committee considers that they are independent from the Company and its substantial shareholders.
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LETTER FROM THE BOARD
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(4) Material interest in any principal business activity: Since Mr. TO and Dr. LIU do not have any interest in any principal business activity of or are involved in any material business dealings with the Company or their respective subsidiaries or with any core connected persons of the Company, the nomination committee considers they are independent from the Company and its substantial shareholders.
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(5) On the board specifically to protect the interest of an entity: Since Mr. TO and Dr. LIU were not on the board which have the same or similar business activity of the Company, there are no intention for them to protect the interest of an entity whose interests are not the same as those of the shareholders as a whole, the nomination committee considers that they are independent from the Company and its substantial shareholders.
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(6) Connected with a director, the chief executive or a substantial shareholder: Since Mr. TO and Dr. LIU were not connected with the director, the chief executive or a substantial shareholder of the Company within 2 years immediately prior to the date of their appointment, the nomination committee considers that they are independent from the Company and its substantial shareholders.
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(7) Being an executive or a director (other than an independent non-executive Director) of the Company: Since Mr. TO and Dr. LIU did not serve as an executive or a director (other than an independent non-executive Director) of the Company during the 2 years immediately prior to the date of their appointment, the nomination committee considers that they are independent from the Company and its substantial shareholders.
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(8) Financially dependent to the Company: Since Mr. TO and Dr. LIU were not financially dependent on the Company or core connected persons of the Company, the nomination committee considers that they are independent from the Company and its substantial shareholders.
Pursuant to the code provision set out in paragraph A.4.3 of Appendix 15 of the GEM Listing Rules, any further appointment of independent non-executive director serving more than nine years should be separate resolution to be approved by shareholders. Notwithstanding that Mr. TO has served as an independent non-executive Director for more than nine years, (i) the Board has assessed and reviewed the annual confirmation of independence based on the criteria set out in Rule 5.09 of the GEM Listing Rules and affirmed that Mr. TO remain independent; (ii) the nomination committee of the Company has assessed and is satisfied of the independence of Mr. TO; and (iii) the Board considers that Mr. TO remains independent of management and free of any relationship which could materially interfere with the exercise of his independent judgement. In view of the aforesaid factors and the fact that the experience and knowledge of the relevant individual in the business sectors in which the Company operates, the Board believes that Mr. TO is still independent and proposed to be re-elected.
The biographical details of Mr. TO and Dr. LIU are set out in Appendix I to this supplemental circular.
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LETTER FROM THE BOARD
3. EXTRAORDINARY GENERAL MEETING
The EGM of the Company will be held at Units 307-313, 3/F, Wireless Centre, Phase One Hong Kong Science Park, Pak Shek Kok,New Territories, Hong Kong on Wednesday, 24 January 2018 at 10:00 a.m.. The supplemental notice of the EGM is set out on pages 9 and 10 of this supplemental circular.
Since the notice of the EGM and the form of proxy (the “ First Proxy Form ”) dated on 5 December 2017 sent together with the Circular did not contain the proposed resolution for the re-election of Mr. TO and Dr. LIU as independent non-executive Directors as set out in this supplemental circular, a supplemental notice of EGM has been set out on page 9 and 10 of this supplemental circular and the Revised Proxy Form is enclosed with this supplemental circular to include such proposed resolution.
Whether or not you intend to attend and vote at the EGM in person, you are requested to complete the Revised Proxy Form in accordance with the instructions printed on it and return the completed Revised Proxy Form to the Company’s Hong Kong Branch Registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be) (the “ Closing Time ”). Shareholders who have appointed or intend to appoint proxy to attend the EGM are requested to pay particular attention to the following arrangement in relation to the completion and submission of the Revised Proxy Form:
A Shareholder who has not yet lodged the First Proxy Form with the Company’s Hong Kong Branch Registrar is requested to lodge the Revised Proxy Form if he/she wishes to appoint proxy to attend, speak and vote at the EGM on his/her behalf. In this case, the First Proxy Form should not be lodged with the Company’s Hong Kong Branch Registrar.
A Shareholder who has already lodged the First Proxy Form with the Company’s Hong Kong Branch Registrar should note that:
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(i) If no Revised Proxy Form is lodged with the Company’s Hong Kong Branch Registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the Shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the EGM (including, if properly put, a resolution for the re-election of additional candidates as Directors as set out in this supplemental circular) except for those resolutions to which the Shareholder has indicated his/her voting direction in the First Proxy Form.
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(ii) If the Revised Proxy Form is lodged with the Company’s Hong Kong Branch Registrar before the Closing Time, the Revised Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Revised Proxy Form will be treated as a valid proxy form lodged by the Shareholder.
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LETTER FROM THE BOARD
- (iii) If the Revised Proxy Form is lodged with the Company’s Hong Kong Branch Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Revised Proxy Form will be invalid. The proxy so appointed by the Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form was lodged with the Company’s Hong Kong Branch Registrar. Accordingly, Shareholders are advised to complete the Revised Proxy Form carefully and lodge the Revised Proxy Form with the Company’s Hong Kong Branch Registrar before the Closing Time.
Shareholders are reminded that submission of the First Proxy Form and/or the Revised Proxy Form shall not preclude Shareholders from attending the EGM or any adjourned meeting thereof and voting in person should they so wish.
If you are a non-registered Shareholder, i.e. your Shares are held through an intermediary (for example, a bank, custodian or securities broker) or registered in the name of your nominee, you will not receive the Revised Proxy Form directly from the Company, and you will need to give instructions to your intermediary/nominee to vote on your behalf. If you wish to attend, speak and vote at the EGM, you should seek authorisation to do so from your intermediary/ nominee directly.
4. RESPONSIBILITY STATEMENT
This supplemental circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading.
5. RECOMMENDATIONS
The Directors consider the proposed resolution set out in the supplemental notice of the EGM is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.
Yours faithfully For and on behalf of the Board of CHINA VANGUARD YOU CHAMPION HOLDINGS LIMITED
眾彩羽翔股份有限公司 * CHAN Ting Executive Director
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INFORMATION OF THE RETIRING DIRECTORS
APPENDIX I
The biographical details of the independent non-executive Directors eligible for re-election at the EGM are set out below:
- (1) Mr. TO Yan Ming Edmond , aged 45, is an independent non-executive Director of the Company. He is also the Chairperson of both the Audit Committee and Remuneration Committee. He obtained a bachelor’s degree in Commerce in Accounting from Curtin University of Technology in Western Australia. He is a Certified Public Accountant (Practising) in Hong Kong, and also a member of both the CPA Australia and Hong Kong Institute of Certificate Public Accountants. He worked for one of the international accounting firms, Deloitte Touche Tohmatsu, and has extensive experience in auditing, accounting, public offerings and taxation matters.
Mr. TO is a director of Edmond To CPA Limited, R.C.W (HK) CPA Limited and Asian Alliance (HK) CPA Limited (formerly known as Zhonglei (HK) CPA Company Limited) respectively. He (i) was previously an independent non-executive director of each of China Household Holdings Limited (Stock Code: 692) and Theme International Holdings Limited (Stock Code: 990), and is currently an independent non-executive director of each of Wai Chun Group Holdings Limited (Stock Code: 1013), Wai Chun Mining Industry Group Company Limited (Stock Code: 660), Tianli Holdings Group Limited (formerly known as Eyang Holdings (Group) Co., Limited) (Stock Code: 117), Birmingham Sports Holdings Limited (Stock Code: 2309), EPI (Holdings) Limited (Stock Code: 689), SH Group (Holdings) Limited (Stock Code: 1637), the shares of all of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”); (ii) is currently an independent non-executive director of Asia Grocery Distribution Limited (Stock Code: 8413), the shares of which are listed on the Growth Enterprises Market (the “ GEM ”) of the Stock Exchange; and (iii) is currently an independent non-executive director of Courage Investment Group Limited (formerly known as Courage Marine Group Limited), the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1145) and the Singapore Exchange (Singapore Stock Code: CIN).
Mr. TO has not entered into any service contract for his directorship with the Company. Mr. TO received a director’s fee of HK$240,000 per annum (which was determined with reference to prevailing market conditions, the relevant duties and responsibilities of Mr. TO). He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.
Save as disclosed above, as at the Last Practicable Date, Mr. TO (i) does not hold any interest in the shares (the “ Shares ”) or underlying Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the “ SFO ”) (Cap. 571 of the Laws of Hong Kong); (ii) does not hold any directorship in any Hong Kong or overseas listed public companies in the last three years; and (iii) does not have any relationship with any Director, senior management or substantial or controlling shareholder(s) (as defined in the Rules Governing the Listing of Securities on the GEM of the Stock Exchange (the “ GEM Listing Rules ”)) of the Company nor does he hold any position in the Company or any of its subsidiaries. He has signed the written confirmation to confirm that he does not have any relationship with any Director, senior management or substantial shareholders(s).
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INFORMATION OF THE RETIRING DIRECTORS
APPENDIX I
Mr. TO is independent of and not connected with the Company’s substantial shareholder(s). He has confirmed and signed the written confirmation to state that he meets the independence criteria as set out in Rule 5.09 of the GEM Listing Rules.
Save as disclosed above, neither any further information is required to be disclosed pursuant to the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules nor any other matter relating to the proposed re-election of Mr. TO is needed to be brought to the attention of the shareholders of the Company.
- (2) Dr. LIU Ta-pei , aged 66, is an independent non-executive Director of the Company. He is also the member of both the Audit Committee, Nomination Committee and Remuneration Committee. He graduated from National Chung-Hsing University in Taiwan. After graduation, he continued his studies in National Cheng-Chi University, Taiwan and the University of Southern California, U.S.A., and obtained a Master of Science and a MBA degree respectively. He was then conferred his Doctoral degree in public administration from the University of La Verne, U.S.A. and Doctoral degree in Finance from Shanghai University of Finance and Economics. Apart from his strong educational background, Dr. LIU has been active in the financial field for more than 20 years.
Dr. LIU is currently an executive director of Huisheng International Holdings Limited, which is listed on the Main Board of the Stock Exchange (Stock code: 1340). He was previously a director of Mega Financial Holdings Company Limited (“ Mega Financial Holdings ”), which is listed on the Taiwan Stock Exchange Corporation (Stock code: 2886.TW) and also served as the chairman of Mega Securities Co., Ltd, a subsidiary of Mega Financial Holdings. He had also been a director of Global Securities Finance Corporation, Chung Hsing Bills Finance Corporation, and Central Investment Holding Company respectively, and the chairman of Jen Hwa Investment Holding Company. Dr. LIU had served as one of the top management in China Development Industrial Bank, the largest investment bank in Taiwan. He had also been the chief executive officer and an executive director of the Core Pacific-Yamaichi Group in Hong Kong. Dr. LIU was ranked as one of the “Top Ten Intelligent Financial Personnel in Greater China” and he was conferred the “Best Integrity Award” in 2008. He was also granted the honour of “Golden Peak Award of Outstanding Corporation Leaders in Taiwan” in 1998. Dr. LIU is currently a member of Hong Kong Economic Development Commission.
Dr. LIU has not entered into any service contract for his directorship with the Company. Dr. LIU received a director’s fee of HK$240,000 per annum (which was determined with reference to prevailing market conditions, the relevant duties and responsibilities of Dr. LIU). He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.
As at the Last Practicable Date, Dr. LIU is interested in 2,620,000 Shares of the Company. Save as aforesaid, he has no interest in the securities of the Company within the meaning of Part XV of the SFO (Cap. 571 of the Laws of Hong Kong). Save as disclosed above, as at the Last Practicable Date, Dr. LIU (i) does not hold any directorship in any Hong Kong or overseas listed public companies in the last three years; and (ii) does not have any relationship with any Director, senior management or substantial or controlling shareholder(s) (as defined
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INFORMATION OF THE RETIRING DIRECTORS
APPENDIX I
in the GEM Listing Rules) of the Company nor does he hold any position in the Company or any of its subsidiaries. He has signed the written confirmation to confirm that he does not have any relationship with any Director, senior management or substantial shareholders(s).
Dr. LIU is independent of and not connected with the Company’s substantial shareholder(s). He has confirmed and signed the written confirmation to state that he meets the independence criteria as set out in Rule 5.09 of the GEM Listing Rules.
Save as disclosed above, neither any further information is required to be disclosed pursuant to the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules nor any other matter relating to the proposed re-election of Dr. LIU is needed to be brought to the attention of the shareholders of the Company.
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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
眾彩羽翔股份有限公司 China Vanguard You Champion Holdings Limited
( Formerly known as China Vanguard Group Limited )
Reference is made to the notice of the extraordinary general meeting (the “ EGM ”) of China Vanguard You Champion Holdings Limited (the “ Company ”) dated 5 December 2017, which set out the time and venue of the EGM and contains the resolution to be tabled before the EGM for shareholders’ approval. The Board announces that the EGM originally scheduled to be held on Wednesday, 20 December 2017 at 10:00 a.m. as set out in the notice of EGM will be changed to be held at on Wednesday, 24 January 2018 10:00 a.m..
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM of China Vanguard You Champion Holdings Limited (the “ Company ”) will be held at Units 307-313, 3/F, Wireless Centre, Phase One Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Wednesday, 24 January 2018 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments, as ordinary resolution of the Company, in addition to the resolutions set out in the notice of EGM dated 5 December 2017:
ORDINARY RESOLUTIONS:
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(a) To re-elect Mr. TO Yan Ming Edmond as an independent non-executive Director;
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(b) To re-elect Dr. LIU Ta-pei as an independent non-executive Director.
By order of the Board CHINA VANGUARD YOU CHAMPION HOLDINGS LIMITED 眾彩羽翔股份有限公司 * CHAN Ting Executive Director
Hong Kong, 8 January 2018
Registered office: Head office and principal place of P.O. Box 10008, business in Hong Kong: Willow House Units 307-313, 3/F, Wireless Centre Cricket Square Phase One Hong Kong Science Park Grand Cayman KY1-1001 Pak Shek Kok, New Territories Cayman Islands Hong Kong
* For identification purpose only
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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
Notes:
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A shareholder of the Company entitled to attend and vote at the EGM (or at any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company. A revised form of proxy for use at the EGM is enclosed.
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In order to be valid, this revised form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return a revised form of proxy will not preclude a shareholder of the Company from attending in person and voting at the EGM or any adjournment thereof, should he/she/it so wish and in such event, the proxy shall be deemed to be revoked.
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In the case of joint holders of any Shares, if more than one joint holder is present at the EGM, whether in person or by proxy, that one of the joint holders so present whose name stands first in the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof to the exclusion of the vote(s) of other joint holder(s).
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