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Time Interconnect Technology Limited — Proxy Solicitation & Information Statement 2018
Sep 7, 2018
50124_rns_2018-09-07_2301d2e2-6ab4-40b6-a821-8eed7a5f94db.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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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1729)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of Time Interconnect Technology Limited (the “ Company ”) will be held at Meeting Room 04, 1/F, Core Building 1E, Convention Centre 1, Phase 1, No. 1 Science Park East Avenue, Hong Kong Science Park, Shatin, Hong Kong on Monday, 24 September 2018 at 2:30 p.m. for the following purpose of considering and, if thought fit, passing with or without amendment, the following resolution as an ordinary resolution:
ORDINARY RESOLUTION
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“ THAT :
- (a) The sale and purchase agreement (the “ Agreement ”) dated 3 August 2018 entered into between Time Interconnect Technology (Huizhou) Limited (匯聚科技(惠州)有限公司) (the “ Purchaser ”), an indirect wholly-owned subsidiary of the Company, and Huizhou Light Engine Limited(惠州元暉光電股份有限公司)(the “ Vendor ”), pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell the entire equity interest in Huizhou Chuangxiang Technology Limited (惠州創享科技有限公司) at a total consideration of RMB145,250,100 (equivalent to approximately HK$166,826,000), and a copy of which having been produced to this meeting and marked “ A ” and initialed by the chairman of this meeting for the purposed of identification) and the transactions contemplated thereby be and are hereby approved, confirmed and ratified; and
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- (b) Any one or more directors of the Company be and are hereby authorised to do all such acts and things as they consider necessary and to sign and execute all such documents, and to take all such steps which in their opinion may be necessary appropriate, desirable or expedient for the purpose of giving effect to the Agreement and completing the transactions contemplated thereby.”
By order of the Board Time Interconnect Technology Limited Cua Tin Yin Simon
Executive Director and Chief Executive Officer
Hong Kong, 7 September 2018
Registered office:
P.O. Box 1350 Clifton House 75 Fort Street Grand Cayman KY1-1108 Cayman Islands
Head office and principal place of
of business in Hong Kong:
Unit 601, Photonics Centre, 2 Science Park East Avenue, Shatin, Hong Kong
Notes:
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A form of proxy for the meeting is enclosed.
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Only members are entitled to attend and vote at the meeting (or at any adjournment thereof).
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Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint one or more proxies (who must be an individual) to attend and vote instead of him/her. A proxy need not be a member of the Company.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
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In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).
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Completion and return of a proxy form shall not preclude a member from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should the member so wish, and in such event, the proxy form shall be deemed to be revoked.
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Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 19 September 2018 to Monday, 24 September 2018, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of Shares shall ensure that all transfer documents accompanied by the relevant Share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, Hong Kong no later than 4:30 p.m. on Tuesday, 18 September 2018.
As at the date of this notice, the Board comprises two executive Directors, namely Mr. Cua Tin Yin Simon and Mr. Wong Chi Kuen, one non-executive Director, namely Mr. Lo Chung Wai Paul and three independent non-executive Directors, namely Mr. Ho Hin Shun, Mr. Luk Wai Shing and Mr. Chan Chung Shun Eric.
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