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Sunac Services Holdings Limited Proxy Solicitation & Information Statement 2022

Jun 1, 2022

49969_rns_2022-06-01_4b52d1b9-585d-4143-83a1-8038b7ba0a6c.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in IDG Energy Investment Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 circular.

IDG ENERGY INVESTMENT LIMITED IDG 能源投資有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 650)

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF SPECIAL GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 3 to 6 of this circular. A notice convening the special general meeting of the Company (the ‘‘SGM’’) to be held at United Conference Centre Limited — Room 2, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Wednesday, 22 June 2022 at 10:00 a.m. and any adjournment thereof is set out on pages 7 to 9 of this circular.

A form of proxy for the said meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same 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 as soon as possible and in any event no later than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE SGM

Please see page ii of this document for measures being taken at the SGM to try to prevent and control the spread of the Novel Coronavirus (COVID-19), which all persons attending the SGM are required to comply with, including but not limited to:

  1. body temperature screening/checks;

  2. scanning the ‘‘LeaveHomeSafe’’ venue QR code;

  3. complying with the requirements of the ‘‘Vaccine Pass Direction’’[#] ;

  4. wearing of surgical face mask;

  5. attendees will be assigned to a designated seating area and the seating capacity will also be limited to ensure social distancing;

  6. no refreshment will be served; and

  7. complying with the requirements of the venue where the SGM will be held.

  8. ‘‘Vaccine Pass Direction’’ is defined under the Prevention and Control of Disease (Vaccine Pass) Regulation (Cap. 599L of the Laws of Hong Kong).

Any person who (a) does not comply with any of the precautionary measures above; (b) is subject to any HKSAR Government prescribed quarantine or has close contact with any person under quarantine; or (c) has any flu-like symptoms may be denied entry to the SGM venue at the absolute discretion of the Company.

For the health and safety of shareholders, the Company encourages shareholders to exercise their right to vote at the SGM by appointing the chairman of the SGM as their proxy and to return their proxy forms by the time specified above, instead of attending the SGM in person.

In view of the evolving COVID-19 pandemic situation in Hong Kong, the Company may implement further procedures and precautionary measures and change the SGM arrangements at short notice. Shareholders should visit the Company’s website at https:// www.idgenergyinv.com/ for future announcements and updates on the SGM arrangements.

  • For identification purposes only

2 June 2022

CONTENTS

Page
Precautionary measures for the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Definitions
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

– i –

PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

The health of our Shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing COVID-19 pandemic, the Company will implement the following precautionary measures at the SGM to protect attending Shareholders, staff and stakeholders from the risk of infection including, without limitation:

  1. body temperature screening/checks;

  2. scanning the ‘‘LeaveHomeSafe’’ venue QR code;

  3. complying with the requirements of the ‘‘Vaccine Pass Direction’’[#] ;

  4. wearing of surgical face mask;

  5. attendees will be assigned to a designated seating area and the seating capacity will also be limited to ensure social distancing;

  6. no refreshment will be served; and

  7. complying with the requirements of the venue where the SGM will be held.

  8. ‘‘Vaccine Pass Direction’’ is defined under the Prevention and Control of Disease (Vaccine Pass) Regulation (Cap. 599L of the Laws of Hong Kong).

In the interest of all stakeholders’ health and safety and in accordance with recent guidelines for prevention and control of the spread of COVID-19, the Company reminds all Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the SGM as their proxy to vote on the relevant resolution at the SGM instead of attending the SGM in person, by completing and returning the form of proxy attached to this circular.

If any Shareholder chooses not to attend the SGM in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/ she is welcome to send such question or matter in writing to our registered office or to our email at [email protected].

If any Shareholder has any question relating to the SGM, please contact Computershare Hong Kong Investor Services Limited, the Company’s share registrar as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre 183 Queen’s Road East, Wanchai Hong Kong Email: [email protected] Tel:(852) 2862 8555 Fax:(852) 2865 0990

– ii –

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company and its subsidiaries. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this 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 circular misleading.

– iii –

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

  • ‘‘Board’’ the board of Directors ‘‘Bye-laws’’ the bye-laws of the Company as amended, modified or otherwise supplemented from time to time

  • ‘‘Company’’ IDG Energy Investment Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 650)

  • ‘‘COVID-19’’ Coronavirus Disease 2019

  • ‘‘Director(s)’’ the director(s) of the Company

  • ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

  • ‘‘Latest Practicable Date’’ 27 May 2022, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular

  • ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

  • ‘‘PRC’’ the People’s Republic of China which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

  • ‘‘Proposed Change of the proposed change of the English name of the Company Company Name’’ from ‘‘IDG Energy Investment Limited’’ to ‘‘Productive Technologies Company Limited’’ and the adoption of the Chinese name of ‘‘普達特科技有限公司’’ for identification purpose only in replacement of ‘‘IDG能源投資有限公司’’ which has been previously adopted for the same purpose

  • ‘‘SGM’’ the special general meeting of the Company to be convened and held at 10:00 a.m. on Wednesday, 22 June 2022 at United Conference Centre Limited — Room 2, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong for the purpose of considering and, if thought fit, approving the Proposed Change of Company Name

– 1 –

DEFINITIONS

‘‘Shares’’ the ordinary share(s) of HK$0.01 each in the issued share capital of the Company ‘‘Shareholder(s)’’ the holder(s) of Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

– 2 –

LETTER FROM THE BOARD

IDG ENERGY INVESTMENT LIMITED IDG 能源投資有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 650)

Executive Directors: Wang Jingbo (Chairman) Liu Zhihai

Non-executive Directors: Lin Dongliang Shong Hugo

Independent Non-executive Directors: Ge Aiji Shi Cen Chau Shing Yim David

Principal Place of Business in Hong Kong: Unit 5507 55/F, The Center 99 Queen’s Road Central Hong Kong

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

2 June 2022

Dear Shareholder(s),

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 25 May 2022 regarding the Proposed Change of Company Name.

The primary purposes of this circular are to provide you with details regarding (i) the Proposed Change of Company Name; and (ii) a notice of SGM.

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘IDG Energy Investment Limited’’ to ‘‘Productive Technologies Company Limited’’ and to adopt the Chinese name of ‘‘普達特科技有限公司’’ for identification purpose only in replacement of ‘‘IDG能源投資有限公司’’ which has been previously adopted for the same purpose.

  • For identification purposes only

– 3 –

LETTER FROM THE BOARD

(i) Reasons for the Proposed Change of Company Name

The Board considers that the Proposed Change of Company Name can promote the Company’s investment in the advanced manufacturing in equipment for semiconductor and solar power as well as strengthen the Company’s corporate image and enable the Company to better identify and obtain business opportunities. As such, the Board is of the view that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

(ii) Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

  • (1) the passing of a special resolution by the Shareholders at the SGM approving the Proposed Change of Company Name; and

  • (2) the Registrar of Companies in Bermuda approving the change of the English name of the Company from ‘‘IDG Energy Investment Limited’’ to ‘‘Productive Technologies Company Limited’’.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Company’s new English name is entered into the Register of Companies by the Registrar of Companies in Bermuda in place of the Company’s existing English name. The Registrar of Companies in Bermuda shall issue a certificate of change of name of the Company. Thereafter, the Company will carry out the necessary filing and/or registration procedures in Hong Kong.

(iii) Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not, by itself, affect any of the rights of the Shareholders. Save for the change of stock short names of the Company to be announced by the Company, the trading arrangements for the Shares of the Company on the Stock Exchange will not be affected.

All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such Shares and will remain valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Any new share certificates of the Company issued after the Proposed Change of Company Name has become effective will bear the Company’s new name.

Upon the Proposed Change of Company Name becoming effective, and subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company will also be changed.

– 4 –

LETTER FROM THE BOARD

A special resolution will be proposed at the SGM to consider and, if thought fit, approve the Proposed Change of Company Name.

3. THE SGM

A notice of the SGM is set out from pages 7 to 9 of this circular. The SGM will be held at United Conference Centre Limited — Room 2, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Wednesday, 22 June 2022 at 10:00 a.m. for the purpose of considering, and if thought fit, the passing of the special resolution approving the Proposed Change of Company Name.

In compliance with the Listing Rules, the resolution will be voted by way of poll at the SGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has direct or indirect material interest in the Proposed Change of Company Name and accordingly, no Shareholders are required to abstain from voting on the special resolution to be proposed at the SGM.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, 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 SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish and in such event, the form of proxy shall be deemed to be revoked.

4. CLOSURE OF REGISTER OF MEMBERS

To ascertain the Shareholders’ entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Friday, 17 June 2022 to Wednesday, 22 June 2022 (both dates inclusive) during which period no share transfers can be registered. In order to be eligible to attend and vote at the SGM, all share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 16 June 2022.

5. RECOMMENDATION

The Directors believe that the Proposed Change of Company Name are beneficial to and in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant special resolution proposed at the SGM.

– 5 –

LETTER FROM THE BOARD

6. MISCELLANEOUS

The English text of this circular and the accompanying proxy form shall prevail over the Chinese text in case of inconsistency.

Yours faithfully, By order of the Board WANG Jingbo Chairman

– 6 –

NOTICE OF SPECIAL GENERAL MEETING

IDG ENERGY INVESTMENT LIMITED

IDG 能源投資有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 650)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the Company will be held at United Conference Centre Limited — Room 2, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Wednesday, 22 June 2022 at 10:00 a.m. and any adjournment thereof for the purposes of considering and, if thought fit, passing, with or without modification, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

  1. ‘‘THAT

  2. (a) subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from ‘‘IDG Energy Investment Limited’’ to ‘‘Productive Technologies Company Limited’’ and the Chinese name of ‘‘普達特科技有限公司’’ be adopted for identification purpose only in replacement of ‘‘IDG能源投資有限公司’’ (which was previously adopted for identification purpose only), with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in Bermuda (the ‘‘Proposed Change of Company Name’’); and

  3. (b) any one director of the Company (the ‘‘Director’’) be and is 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 as such Director at his discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement the Proposed Change of Company Name and to attend to any necessary registration and/or filing in Bermuda and Hong Kong for and on behalf of the Company in respect of the Proposed Change of Company Name.’’

Yours faithfully, By order of the Board WANG Jingbo Chairman

Hong Kong, 2 June 2022

  • For identification purposes only

– 7 –

NOTICE OF SPECIAL GENERAL MEETING

Notes:

  1. A shareholder entitled to attend and vote at the SGM is entitled to appoint one or (in respect of a shareholder who is a holder of two or more shares) more proxy to attend and, subject to the provisions of the Bye-laws, vote in his stead. A proxy need not be a shareholder of the Company.

  2. In order to be valid, the accompanying form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, at the offices of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time for holding the SGM or adjourned SGM. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should he so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  3. The register of members of the Company will be closed from Friday, 17 June 2022 to Wednesday, 22 June 2022, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for attending the SGM convened by the above notice, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s Hong Kong branch share registrar and transfers office, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 16 June 2022.

  4. In order to prevent the spread of COVID-19 pandemic and to safeguard the health and safety of Shareholders, the Company will implement the following precautionary measures at the SGM:

  5. body temperature screening/checks;

  6. scanning the ‘‘LeaveHomeSafe’’ venue QR code;

  7. complying with the requirements of the ‘‘Vaccine Pass Direction’’[#] ;

  8. wearing of surgical face mask;

  9. attendees will be assigned to a designated seating area and the seating capacity will also be limited to ensure social distancing;

  10. no refreshment will be served; and

  11. complying with the requirements of the venue where the SGM will be held.

  12. ‘‘Vaccine Pass Direction’’ is defined under the Prevention and Control of Disease (Vaccine Pass) Regulation (Cap. 599L of the Laws of Hong Kong).

  13. In light of the continuing risks posed by the COVID-19 pandemic, the Company advises Shareholders to appoint the chairman of the SGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the SGM in person.

  14. In view of the evolving COVID-19 pandemic situation in Hong Kong, the Company may implement further procedures and precautionary measures and change the SGM arrangements at short notice. Shareholders should visit the Company’s website at https://www.idgenergyinv.com/ for future announcements and updates on the SGM arrangements.

– 8 –

NOTICE OF SPECIAL GENERAL MEETING

  1. If tropical cyclone warning signal no. 8 or above is hoisted, ‘‘extreme condition’’ caused by super typhoons or a black rainstorm warning signal is in force at 7:00 a.m. on Wednesday, 22 June 2022, the meeting will be adjourned and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

  2. As at the date of this notice, the executive Directors are Mr. Wang Jingbo (Chairman) and Mr. Liu Zhihai; the non-executive Directors are Mr. Lin Dongliang and Mr. Shong Hugo; and the independent non-executive Directors are Ms. Ge Aiji, Mr. Shi Cen and Mr. Chau Shing Yim David.

– 9 –