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Television Broadcasts Limited — Proxy Solicitation & Information Statement 2017
Feb 21, 2017
49261_rns_2017-02-21_e526f28f-d33e-40a9-93dc-776a6ba41ec6.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 announcement, 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 announcement.
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China Fortune Financial Group Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 290)
Website: http://www.290.com.hk
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of China Fortune Financial Group Limited (the ‘‘Company’’) will be held at 3: 00 p.m. on Friday, 10 March 2017 at 35th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong for the purpose of considering, and if thought fit, passing with or without modifications, the following resolution of the Company:
ORDINARY RESOLUTION
1. ‘‘THAT:
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(a) the subscription agreement dated 23 January 2017 entered into among Fortune (HK) Securities Limited, 青島瑞源工程集團有限公司 (transliterated as Qingdao Ruiyuan Engineering Group Ltd.), 共青城滙泉投資管理合夥企業(有限合夥)(transliterated as Gongqing City Huiquan Investment Management Partnership (Limited Partnership)), 北京錦綉華成投資有限公司 (transliterated as Beijing JinXiuHuaCheng Investment Co., Ltd.), 青島昌盛日電太陽能科技股份有限公司 (transliterated as Qingdao New Energy Solutions Inc.) and 北京洪泰同創投資管理 有限公司 (transliterated as Beijing Hongtai Tongchuang Investment Management Co., Ltd.) (the ‘‘Subscription Agreement’’, a copy of which has been produced to the EGM and marked ‘‘A’’ and initialled by the Chairman of the EGM for the purposes of identification) in relation to the establishment of 華海證券股份有限公司 (transliterated as HuaHai Securities Company Limited) (the ‘‘JV Company’’) and the terms thereof be and are hereby confirmed, approved and ratified;
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(b) all the transactions contemplated under the Subscription Agreement including but not limited to the capital contribution by Fortune (HK) Securities Limited into the JV Company be and are hereby confirmed, approved and ratified; and
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- (c) the directors of the Company (‘‘Directors’’) be and are hereby authorised to do such acts and things, to sign and execute all such further documents and to take such steps as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Subscription Agreement and any transactions contemplated thereunder.
By Order of the Board China Fortune Financial Group Limited HON Chun Yu Executive Director
Hong Kong, 22 February 2017
Registered office: P.O. Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands
Principal place of business in Hong Kong: 35/F., Office Tower, Convention Plaza 1 Harbour Road Wanchai Hong Kong
Notes:
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(a) Any member of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on behalf of him/her/it. A proxy needs not be a member. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares of the Company in respect of which each such proxy is so appointed.
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(b) 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 of that power of authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a member from attending and voting in person at the EGM or any adjournment thereof should such member so wishes and, in such event, the form of proxy shall be deemed to be revoked.
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(c) Where there are joint registered holders of any shares of the Company, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present being the most, or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand in the register of members of the Company in respect of the relevant joint holding.
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(d) All votes to be taken at the EGM shall be conducted by way of poll.
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(e) If a Typhoon Signal No. 8 or above is hoisted, a or a ‘‘Black’’ rainstorm warning signal is in force at or at any time after 8: 00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the Company’s website and HKExnews website to notify the shareholders of the Company of the date, time and place of the rescheduled EGM.
As at the date of this notice, the Board consists of three executive Directors, namely Mr. XIE Zhichun(Chairman), Mr. HON Chun Yu and Ms. FU Wan Sheung; two non-executive Directors, namely Mr. TANG Baoqi and Mr. WU Ling; and two independent non-executive Directors, namely Mr. CHAN Kin Sang and Mr. NG Kay Kwok.
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