Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Technovator International Limited AGM Information 2012

May 23, 2012

49767_rns_2012-05-23_a2d2c864-6f4c-4f5c-8ee4-23f56a5e115b.pdf

AGM Information

Open in viewer

Opens in your device viewer

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 a 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 Technovator International Limited, you should at once hand this circular, together 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 or transferee.

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.

==> picture [112 x 60] intentionally omitted <==

TECHNOVATOR INTERNATIONAL LIMITED 科諾威德國際有限公司

(incorporated in Singapore with limited liability)

(Stock Code: 1206)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 17 APRIL 2012

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular to shareholders of the Company dated 17 April 2012 (the “ Original Circular ”).

Unless the context requires otherwise, capitalized terms used in this supplemental circular shall have the same meanings ascribed thereto in the Original Circular.

A supplemental notice convening the annual general meeting of Technovator International Limited to be held at Unit 2402, 24/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong at 9:30 a.m. on Monday, 25 June 2012 is set out on pages 4 to 5 of this supplemental circular.

Additional resolutions will be proposed at the Annual General Meeting. Details of the resolutions will be set out in this supplemental circular. Second form of proxy for the use at the Annual General Meeting which contains the additional resolutions to be proposed at the Annual General Meeting are enclosed herewith and also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company. The second form of proxy enclosed herewith shall supersede the form of proxy enclosed in the Original Circular.

Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying second form of proxy in accordance with the instructions printed thereon as soon as possible and deposit the same with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the commencement of the meeting or any adjournment thereof. Completion and return of the second form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

24 May 2012

CONTENTS

Page
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Company’s accounts for the financial year ended 31 December 2011 . . . . . . . 2
Appointment of joint auditors of the Company
. . . . . . . . . . . . . . . . . . . . . . .
2
Adjournment of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . 3
Second form of proxy
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Change of Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Supplemental Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . 4

– i –

LETTER FROM THE BOARD

==> picture [112 x 61] intentionally omitted <==

TECHNOVATOR INTERNATIONAL LIMITED 科諾威德國際有限公司

(incorporated in Singapore with limited liability)

(Stock Code: 1206)

Executive Directors: Registered office: Mr. Zhao Xiaobo (Chief Executive Officer) 66 Tannery Lane Mr. Seah Han Leong #04-10/10A Sindo Industrial Building Non-executive Director: Singapore 347805

Non-executive Director: Mr. Lu Zhicheng (Chairman) Dr. Li Jisheng Mr. Liu Tianmin Mr. Ng Koon Siong Ms. Shi Shanshan

Principal place of business in Hong Kong: 43rd Floor, Gloucester Tower The Landmark, 15 Queen’s Road Central Hong Kong

Independent non-executive Directors: Mr. Fan Ren Da Anthony Mr. Chia Yew Boon Ms. Chen Hua

24 May 2012

Dear Shareholders,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 17 APRIL 2012 AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This supplemental circular should be read together with the Original Circular, which contains, inter alia, information regarding the proposed grant of the Mandates and the re-election of the relevant Directors. The primary purpose of this supplemental circular is to provide you with further information regarding the Company’s accounts for the financial year ended 31 December 2011, appointment of joint auditors of the Company, adjournment of the Annual General Meeting and the second form of proxy, and to seek your approval of the additional matters at the Annual General Meeting which are described below.

– 1 –

LETTER FROM THE BOARD

COMPANY’S ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

Under the Singapore Companies Act, the accounts of a Singapore incorporated company shall be prepared by an auditor approved by the Public Accountants Oversight Committee in Singapore, which accounts shall comply with Singapore Financial Reporting Standards (“ SFRS ”). The Company shall lay such accounts before its members at its annual general meeting.

In order for the Company to comply with the requirements under the Singapore Companies Act, an additional ordinary resolution will be proposed at the Annual General Meeting to approve and adopt the audited accounts of the Company for the financial year ended 31 December 2011 prepared by ShineWing LLP, an approved auditor in Singapore, using SFRS.

APPOINTMENT OF JOINT AUDITORS OF THE COMPANY

The Board has received a notice from ShineWing LLP that it will not offer themselves for re-appointment as auditors of the Company and will retire at the conclusion of the Annual General Meeting.

ShineWing LLP has confirmed that there are no matters in respect of their retirement as auditors that should be brought to the attention of the Shareholders and creditors of the Company.

Under the Singapore Companies Act, the Company shall appoint an auditor approved by the Public Accountants Oversight Committee in Singapore as the Company’s registered auditor in Singapore.

In order for the Company to comply with the requirements under the Singapore Companies Act, it is proposed that KPMG LLP be appointed as a joint auditor of the Company with KPMG, Certified Public Accountants in Hong Kong, at the Annual General Meeting. An additional ordinary resolution will be proposed at the Annual General Meeting to appoint KPMG LLP as the joint auditors of the Company.

Mr. Seah Han Leong has nominated KPMG LLP to be appointed as the Singapore auditors of the Company in place of ShineWing LLP. KPMG LLP has expressed their willingness to accept the appointment.

In view of the above proposed appointment of KPMG LLP as a joint auditor of the Company, Resolution No. 6 set out in the Original Notice regarding the re-appointment of KPMG as the Company’s auditors shall be amended and read as follow:

  • “6. To re-appoint KPMG as a joint auditor of the Company and to authorise the board of directors of the Company to fix their remuneration”.

The Board confirms that there are no matters in respect of the change of auditors that should be brought to the attention of the Shareholders and creditors of the Company.

– 2 –

LETTER FROM THE BOARD

ADJOURNMENT OF THE ANNUAL GENERAL MEETING

To facilitate the appointment of a Singapore qualified auditor and to allow sufficient time for an additional audit on the Company’s accounts for its financial year ended 31 December 2011, the Company is of the view that it would be expedient to adjourn the Annual General Meeting to 25 June 2012. A supplemental notice of the Annual General Meeting is set out on pages 4 to 5 of this supplemental circular.

SECOND FORM OF PROXY

Since the form of proxy (the “ Original Proxy Form ”) sent together with the Original Circular and the 2011 Annual Report of the Company does not contain the above proposed resolutions, the second form of proxy has been prepared and is enclosed with this supplemental circular.

The second form of proxy supersedes the Original Proxy Form. Shareholders who have already lodged the Original Proxy Form should note that the Original Proxy Form will be invalid for use at the Annual General Meeting.

You are requested to complete the second form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrars, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 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 Annual General Meeting or any adjournment thereof.

RECOMMENDATION

The Directors believe that the proposed appointment of KPMG LLP as the joint auditors of the Company is beneficial to the Company and the Shareholders as a whole.

Accordingly, the Directors recommend our Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

CHANGE OF CLOSURE OF REGISTER OF MEMBERS

As the Annual General Meeting has been postponed and will be held on 25 June 2012, in order to determine the entitlement to attend and vote at the Annual General Meeting, the transfer books and register of members of the Company will be closed from Thursday, 21 June 2012 to Monday, 25 June 2012, both days inclusive, during which period no transfer of Shares in the Company will be effected. The record date for entitlement to attend and vote at the Annual General Meeting is 25 June 2012. In order to be eligible to attend and vote at the forthcoming Annual General Meeting of the Company to be held on 25 June 2012, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m., on Wednesday, 20 June 2012.

Yours faithfully, For and on behalf of the Board of Technovator International Limited Lu Zhicheng Chairman

– 3 –

SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

==> picture [112 x 61] intentionally omitted <==

TECHNOVATOR INTERNATIONAL LIMITED 科諾威德國際有限公司

(incorporated in Singapore with limited liability)

(Stock Code: 1206)

Reference is made to the announcement, notice of annual general meeting (the “ Original Notice ”) and circular (the “ Original Circular ”) of Technovator International Limited (the “ Company ”) dated 17 April 2012. The Original Notice and the Original Circular set out the resolutions to be considered by shareholders at the annual general meeting scheduled to be held at Unit 2402, 24/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong at 9:30 a.m. on 18 May 2012.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the annual general meeting (“ AGM ”) of the Company has been postponed and will be held at Unit 2402, 24/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong at 9:30 a.m. on 25 June 2012. Resolution No. 6 set out in the Original Notice regarding the re-appointment of KPMG as the Company’s auditors shall be amended and read as follow:

  • “6. To re-appoint KPMG as a joint auditor of the Company and to authorise the board of directors of the Company to fix their remuneration”.

In addition, the AGM will also consider and approve the following matters in addition to the matters set out in the Original Notice:

ORDINARY RESOLUTIONS

  1. to receive and adopt the audited accounts of the Company for its financial year ended 31 December 2011;

  2. to appoint KPMG LLP as a joint auditor of the Company and to authorise the board of directors of the Company to fix their remuneration (Please see the Explanatory Note below).

Save for the changes mentioned in this supplemental notice, all the resolutions contained in the Original Notice remains to be valid and effective.

By Order of the Board Technovator International Limited Lu Zhicheng Chairman

– 4 –

SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

Explanatory Note:

The Company received a letter dated 21 May 2012 from Mr. Seah Han Leong nominating KPMG LLP as the Singapore auditors of the Company in place of ShineWing LLP, the retiring auditors. KPMG LLP have expressed their willingness to accept the appointment and the proposal for the appointment will be put to the shareholders of the Company at this AGM.

Hong Kong, 24 May 2012

Registered office: 66 Tannery Lane #04-10/10A Sindo Industrial Building Singapore 347805

Principal place of business in Hong Kong: 43rd Floor, Gloucester Tower The Landmark, 15 Queen’s Road Central Hong Kong

Notes:

  1. Any member entitled to attend and vote at the above meeting is entitled to appoint one or, if he is holder of two or more shares, one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

  2. In order to be valid, a form 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 offices of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the commencement of the above meeting or any adjournment thereof.

– 5 –