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Talent Property Group Limited Proxy Solicitation & Information Statement 2020

Dec 10, 2020

49450_rns_2020-12-10_8fa2dede-f0ce-4db8-b423-d6ae3dba02fa.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 notice, 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 notice.

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TALENT PROPERTY GROUP LIMITED 新天地產集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a Special General Meeting of the shareholders (the “ Shareholders ”) of Talent Property Group Limited (the “ Company ”) will be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong on 29 December 2020 at 4:00 p.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the resolution below.

ORDINARY RESOLUTION

THAT :

  • (a) the Equity Transfer Agreement as defined in the circular dated 11 December 2020 despatched to the shareholders of the Company (the “ Circular ”), a copy of which has been produced to this meeting, and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

  • (b) any one director of the Company be and is hereby authorised to do all such acts and things as he in his sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Equity Transfer Agreement and the transactions contemplated thereunder, where required, any amendment of the terms of the Equity Transfer Agreement as required by, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations.

By Order of the Board Talent Property Group Limited Zhang Gao Bin Chairman

Hong Kong, 11 December 2020

  • For identification purpose only

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As at the date hereof, the Board comprises Mr. Zhang Gao Bin and Mr. Luo Zhangguan as Executive Directors and Mr. Lo Wai Hung, Mr. Mak Yiu Tong and Mr. Fok Chi Tat Michael as Independent Non-executive Directors.

Registered Office: Head Office and Principal Place Clarendon House of Business: 2 Church Street Unit A704, 3rd Floor, Tower A Hamilton HM 11 New Mandarin Plaza Bermuda No. 14 Science Museum Road Tsim Sha Tsui East Kowloon, Hong Kong

Notes:

  • (a) A shareholder entitled to attend and vote at the meeting may appoint another person as his proxy to attend and to vote instead of him. A proxy need not be a shareholder of the Company.

  • (b) In the case of joint holders of any share, any one of such persons may vote at the said meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders is present at the said meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

  • (c) In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar, 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 holding the meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person should they so wish.

  • (d) For the purpose of determining shareholders of the Company who are entitled to attend and vote at the forthcoming SGM to be held on 29 December 2020, the register of members of the Company will be closed from Wednesday, 23 December 2020 to Tuesday, 29 December 2020, both days inclusive. In order to qualify for attending and voting at the SGM, all transfer documents should be lodged for registration with Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Tuesday, 22 December 2020.

  • (e) In view of the coronavirus disease 2019 and recent recommendations for prevention and control of its spread, the Company will implement certain precautionary measures at the special general meeting of the Company to protect attending Shareholders, staff and other persons from the risk of infection. For further details, please refer to the circular of the Company dated 11 December 2020.

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