Technovator International Limited — Proxy Solicitation & Information Statement 2012

Sep 26, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this 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 Technovator International Limited, you should at once hand this circular and the accompany form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or 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.

Technovator

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

(incorporated in Singapore with limited liability)

(Stock Code: 1206)

PROPOSED ADOPTION OF THE NEW CHINESE COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (“ EGM ”) of the Company to be held on Monday, 22 October 2012 at 11:00 a.m. at 23/F, Tower A, Tsinghua Tongfang Hi-Tech Plaza, No. 1 Wangzhuang Road, Haidian District, Beijing, the People’s Republic of China is set out on page 6 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed herein.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy for use at the EGM in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong 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 less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish.

26 September 2012

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6

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DEFINITIONS

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

• “Articles of Association”

• the articles of association of the Company as amended from time to time

• “Business Day”

• any day on which the Stock Exchange is open for the business of dealing in securities

• “Company”

• Technovator International Limited, a limited liability company incorporated in Singapore on 25 May 2005 and the issued securities of which are listed on the Stock Exchange

• “Director(s)” the director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be held on 22 October 2012 for the purpose of considering and, if thought fit, approving the adoption of the New Chinese Company Name to replace the current Chinese Company name “科諾威德 國際有限公司”

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 24 September 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “New Chinese Company Name”

同方泰德國際科技有限公司

• “SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary shares in the capital of the Company

• “Shareholder(s)”

• holder(s) of the Share(s)

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DEFINITIONS

“Singapore Companies Act” the Companies Act (Cap. 50) of Singapore as amended, supplemented, or otherwise modified from time to time “Stock Exchange” The Stock Exchange of Hong Kong Limited “Substantial Shareholder(s)” has the meaning as defined in the Listing Rules “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

Technovator

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

(incorporated in Singapore with limited liability)

(Stock Code: 1206)

Executive Directors Mr. Zhao Xiaobo Mr. Seah Han Leong

Non-executive Directors Mr. Lu Zhicheng Dr. Li Jisheng Mr. Liu Tianmin Mr. Ng Koon Siong Mr. Chow Dah-Jen

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

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

26 September 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED ADOPTION OF THE NEW CHINESE COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with (i) the details of the proposed adoption of the New Chinese Company Name; and (ii) the notice convening the EGM.

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LETTER FROM THE BOARD

PROPOSED ADOPTION OF THE NEW CHINESE COMPANY NAME

The Board intends to put forward a proposal for the Shareholders to approve the adoption of the New Chinese Company Name to replace the existing Chinese name “科諾 威德國際有限公司”.

The Board believes that the proposed adoption of the New Chinese Company Name will strengthen the Group’s brand image in its PRC market and the Group’s competitiveness in its principal business and accordingly will be in the best interests of the Company and the Shareholders as a whole.

The proposed adoption of the New Chinese Company Name to replace the current Chinese name “科諾威德國際有限公司” is subject to the passing of a special resolution by the Shareholders at the EGM. In connection with the proposed adoption of the New Chinese Company Name, the Company will apply to the Stock Exchange for a change in the Chinese stock short name for trading of the Shares on the Stock Exchange. Further announcement will be made by the Company to inform the Shareholders the effective date of adoption of the New Chinese Company Name and the change of the Chinese stock short name for trading of the Shares on the Stock Exchange.

The proposed adoption of the New Chinese Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the existing Chinese Company Name will, after the proposed adoption of the New Chinese Company Name becoming effective, continue to be evidence of title respectively to the Shares and will be valid for trading, settlement and registration purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the New Chinese Company Name. Once the proposed adoption of the New Chinese Company Name becomes effective, any issue of share certificates will bear the New Chinese Company Name.

In addition, as registered names of companies incorporated in Singapore cannot bear any Chinese characters under the relevant laws and regulations of Singapore, the New Chinese Company Name will not be registered with the Accounting and Corporate Regulatory Authority of Singapore.

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM is set out on page 6 of this circular. The EGM will be convened for the purpose of considering and, if thought fit, passing the special resolution to approve the adoption of the New Chinese Company Name.

As at the Latest Practicable Date, and to the best knowledge, belief and information of the Directors having made all reasonable enquiries, no Shareholder is required under the Listing Rules to abstain from voting on the resolution regarding the proposed adoption of the New Chinese Company Name at the EGM.

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LETTER FROM THE BOARD

A form of proxy for use at the EGM is sent to the Shareholders together with this circular. Whether or not the Shareholders are able to attend the EGM, the Shareholders are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding of the EGM or adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the EGM or any adjourned meeting thereof should the Shareholders so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the EGM must be taken by poll.

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. 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.

RECOMMENDATION

The Directors consider that the proposed adoption of the New Chinese Company Name is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

GENERAL

The English text of this circular and proxy form shall prevail over the Chinese text.

By order of the Board Technovator International Limited Lu Zhicheng Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Technovator

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

(incorporated in Singapore with limited liability)

(Stock Code: 1206)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of Technovator International Limited (the “ Company ”) will be held on Monday, 22 October 2012 at 11:00 a.m. at 23/F, Tower A, Tsinghua Tongfang Hi-Tech Plaza, No. 1 Wangzhuang Road, Haidian District, Beijing, the People’s Republic of China for the purpose of considering and, if thought fit, to pass with or without amendments the following resolution:

SPECIAL RESOLUTION

To approve the adoption of the new Chinese company name “同方泰德國際科技有限 公司” to replace the current Chinese Company name “科諾威德國際有限公司”.

By order of the Board Technovator International Limited Lu Zhicheng Chairman

Hong Kong, 26 September 2012

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

Registered Office:

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

As at the date of this notice, the executive directors of the Company are Mr. Zhao Xiaobo and Mr. Seah Han Leong; the non-executive directors of the Company are Mr. Lu Zhicheng, Dr. Li Jisheng, Mr. Liu Tianmin, Mr. Ng Koon Siong and Mr. Chow Dah-Jen; and the independent non-executive directors of the Company are Mr. Fan Ren Da Anthony, Mr. Chia Yew Boon and Ms. Chen Hua.

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