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Touyun Biotech Group Limited Proxy Solicitation & Information Statement 2021

Mar 8, 2021

49856_rns_2021-03-08_96319e5b-3ac5-45d8-bfc0-09637cdd4347.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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China Touyun Tech Group Limited 中國透雲科技集團有限公司

(Incorporated in Bermuda with limited liability) Website: www.chinatouyun.com.hk

(Stock Code: 1332)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Special General Meeting (the ‘‘SGM’’) of China Touyun Tech Group Limited (the ‘‘Company’’) will be held at Lower Lobby, Plaza 3 Novotel Century Hong Kong, 238 Jaffe Road, Wan Chai, Hong Kong on Wednesday, 31 March 2021 at 10:00 a.m. to consider and, if thought fit, pass (with or without modification) the following resolutions of the Company.

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the approval of the Registrar of the Companies in Bermuda, the English name of the Company be changed from ‘‘China Touyun Tech Group Limited’’ to ‘‘Touyun Biotech Group Limited’’, and the Chinese name ‘‘透雲生物科技集團 有限公司’’ be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name ‘‘中國透雲科技集團有限公司’’ with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in Bermuda, and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the change of the name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

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ORDINARY RESOLUTIONS

  1. ‘‘THAT the re-election of Mr. Jia Wenjie as a non-executive director of the Company be and is hereby approved and confirmed.’’

  2. ‘‘THAT the re-election of Mr. Zhang Lele as a non-executive director of the Company be and is hereby approved and confirmed.’’

  3. ‘‘THAT the re-election of Mr. Hu Guohua as an independent non-executive director of the Company be and is hereby approved and confirmed.’’

By order of the Board China Touyun Tech Group Limited Wang Liang Chairman

Hong Kong, 9 March 2021

Notes:

  1. The resolutions at the Special General Meeting will be taken by poll (except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

  2. Any shareholder of the Company entitled to attend and vote at the Special General Meeting is entitled to appoint one or more proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  3. To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the Special General Meeting (i.e. not later than 10:00 a.m. on Monday, 29 March 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. To ascertain the shareholders’ entitlement to attend and vote at the Special General Meeting, the register of members of the Company will be closed from Friday, 26 March 2021 to Wednesday, 31 March 2021, both days inclusive. In order to qualify for attending and voting at the Special General Meeting, all transfer documents should be lodged for registration with Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 25 March 2021.

  5. Reference to time and dates in this notice are to Hong Kong time and dates.

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As at the date of this notice, the Board comprised the following Directors:

Executive Directors Non-executive Directors Mr. Wang Liang (Chairman) Mr. Chen Hui Mr. Du Dong Ms. Tian Yuze Mr. Lo Yuen Wa Peter Mr. Zhang Lele Mr. Jia Wenjie Independent non-executive Directors Mr. Cheung Wing Ping Mr. Ha Kee Choy Eugene Mr. To Shing Chuen Mr. Hu Guohua

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