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Tong Ren Tang Technologies Co. Ltd. — Proxy Solicitation & Information Statement 2019
Oct 30, 2019
50076_rns_2019-10-30_c0953157-262b-4492-9992-daa2daf6446e.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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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1666)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘EGM’’) of Tong Ren Tang Technologies Co. Ltd., (the ‘‘Company’’) will be held at 9:30 a.m. on Monday, 16 December 2019 in No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC for the purpose of considering and, if thought fit, passing the following resolutions:
As Ordinary Resolutions
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THAT, the Distribution Framework Agreement renewed by the Company and China Beijing Tong Ren Tang Group Co., Ltd. on 16 October 2019 and the annual caps for the continuing connected transactions contemplated thereunder for the three years from 1 January 2020 to 31 December 2022 are hereby approved and confirmed; and any director of the Company is hereby authorized to sign or execute other documents or supplement agreements or deeds on behalf of the Company and to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the renewed Distribution Framework Agreement with such changes as he may consider necessary, desirable or expedient.
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THAT, the Master Procurement Agreement renewed by the Company and China Beijing Tong Ren Tang Group Co., Ltd. on 16 October 2019 and the annual caps for the continuing connected transactions contemplated thereunder for the three years from 1 January 2020 to 31 December 2022 are hereby approved and confirmed; and any one director of the Company is hereby authorized to sign or execute such other documents or supplement agreements or deeds on behalf of the Company and to do all such things
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and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the renewed Master Procurement Agreement with such changes as he may consider necessary, desirable or expedient.
By order of the Board Tong Ren Tang Technologies Co. Ltd. Gu Hai Ou Chairman
Beijing, the PRC 31 October 2019
As at the date of this notice, the Board comprises Mr. Gu Hai Ou, Mr. Huang Ning, Mr. Wu Le Jun, Ms. Wu Qian, Mr. Wang Yu Wei and Ms. Fang Jia Zhi as executive Directors, Mr. Ting Leung Huel, Stephen, Ms. Chan Ching Har, Eliza and Mr. Zhan Yuan Jing as independent non-executive Directors.
Notes:
1. ELIGIBILITY FOR ATTENDING THE EGM
Holders of H shares whose names appear on the register of the Company maintained by Hong Kong Registrars Ltd., the H share registrar and transfer office of the Company in Hong Kong, and holders of domestic shares whose names appear on the register of the Company on Saturday, 16 November 2019 shall be entitled to attend the EGM.
2. PROXY
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(1) Shareholders entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote at the meeting on his behalf. The proxy need not be a shareholder of the Company.
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(2) A proxy shall be appointed by a shareholder by a written instrument signed by the appoint or his attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under hand of its director(s) or duly authorized attorney(s). If the written instrument is signed by an attorney of the appoint or, the power of attorney or other documents of authorization of such attorney shall be notarized.
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(3) To be valid, the notarized power of attorney or other document(s) of authorization (if any) and the form of proxy shall be delivered to (i) Hong Kong Registrars Ltd., the H share registrar and transfer office of the Company in Hong Kong, for holders of H shares; and (ii) the office address of the Company for holders of domestic shares, no less than 24 hours before the time fixed for convening the EGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the meeting if he so desires.
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(4) If a shareholder appoints more than one proxy, such proxies shall only exercise their voting rights by a poll.
3. REGISTRATION PROCEDURES FOR ATTENDING THE EGM
- (1) A shareholder or his proxy shall produce his identification document when attending the EGM. Where a shareholder is a legal person, the legal representative of that shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
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(2) Shareholders intending to attend the EGM shall return to the Company the reply slip stating their attendance on or before Monday, 25 November 2019.
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(3) A shareholder may return the above reply slip to the Company in person, by post or by facsimile to the office of the Company or the H share registrar and transfer office of the Company, Hong Kong Registrars Ltd..
4. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Saturday, 16 November 2019 to Monday, 16 December 2019 (both days inclusive), during which time no transfer of shares will be registered.
In order to be qualified for attending and voting at the EGM, all transfer documents of the holders of H shares together with the relevant share certificates must be lodged with Hong Kong Registrars Ltd., the Company’s H share registrar and transfer office in Hong Kong, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 15 November 2019.
5. METHOD OF VOTING AT THE EGM
Pursuant to Rule 13.39 (4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by way of poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM.
6. MISCELLANEOUS
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(1) The EGM is expected to be held for less than half a day. Shareholders attending the EGM shall be responsible for their own travelling and accommodation expenses.
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(2) The address of Hong Kong Registrars Ltd., the H share registrar and transfer office of the Company in Hong Kong, is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
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(3) The office and the contact details of the Company are:
No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC Telephone: (+86) 10 8763 2179 E-Mail: [email protected]
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