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Unitas Holdings Limited — Proxy Solicitation & Information Statement 2013
Apr 5, 2013
51218_rns_2013-04-04_c273b64c-2c12-4596-bd37-4d33e5cbe65c.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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CHANCETON FINANCIAL GROUP LIMITED 川盟金融集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8020)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of Chanceton Financial Group Limited (the “Company”) will be held at Unit A, 23/F., CMA Building, 64-66 Connaught Road Central, Hong Kong at 9:30 a.m. on Tuesday, 23 April 2013 to consider and, if thought fit, to pass with or without amendments, the following resolution as ordinary resolution:
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“ THAT , subject to and conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) granting the listing of, and permission to deal in, the Bonus Shares (as defined below) to be issued pursuant to this resolution:
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(a) upon the recommendation of the directors of the Company (“Directors”), an amount standing to the credit of the share premium account of the Company be capitalised and accordingly the Directors be and are hereby authorised and directed to apply such amount in paying up in full at par new ordinary shares of HK$0.01 each in the capital of the Company (“Bonus Shares”), and that such Bonus Shares shall be allotted and distributed, credited as fully paid at par, to and among the shareholders of the Company whose names appear on the register of members of the Company (“Register of Members”) at the close of business on Tuesday, 30 April 2013 (“Record Date”), other than those members (“Non-qualifying Shareholders”) whose addresses as shown on the Register of Members at the close of business on the Record Date are in jurisdiction outside Hong Kong and in respect of whom the Directors consider the exclusion from the Bonus Issue (as defined below) to be necessary or expedient in accordance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange, on the basis of three Bonus Shares for every existing Share of HK$0.01 each in the capital of the Company then held on the Record Date (“Bonus Issue”);
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(b) the Bonus Shares to be issued pursuant to this resolution shall, subject to the memorandum and articles of association of the Company, rank pari passu in all respects with the shares of HK$0.01 each in the capital of the Company in issue on the day on which the Bonus Shares are allotted and issued, except that they will not be eligible for the Bonus Issue mentioned in this resolution;
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(c) the Directors be and are hereby authorised to arrange for the Bonus Shares which would otherwise have been issued to the Non-qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commences, and distribute the net proceeds of sale, after deduction of expenses, in Hong Kong dollars to the Non-qualifying Shareholders, if any, pro rata to their respective shareholdings and to post to them the remittances therefor at their own risk, unless the amount to be distributed to any such persons is less than HK$100.00, in which case the Directors be and are hereby authorised to retain such amount for the benefit of the Company; and
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(d) the Directors be and are hereby authorised to do all acts and things as may be necessary and expedient in connection with the issue of the Bonus Shares.”
By Order of the Board of Chanceton Financial Group Limited Wong Kam Wah Chairman
Hong Kong, 5 April 2013
Notes:
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(a) Any shareholder of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder 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 in respect of which each such proxy is so appointed.
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(b) To be effective, a 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 or authority, shall be deposited at the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery 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 proxy form shall be deemed to be revoked.
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(c) The register of members of the Company will be closed from Monday, 29 April 2013 to Tuesday, 30 April 2013, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement of the Bonus Issue, unregistered holders of shares of the Company should ensure that all share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, for registration not later than 4:00 p.m. on Friday, 26 April 2013.
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As at the date of this announcement, the board of directors (“Directors”) of the Company comprises the following:
Executive Directors:
Mr. Wong Kam Wah
Dr. Cheung Victor Chor Keung
Mr. Leung Man Kit
Mr. Lau Ling Tak
Non-executive Director:
Ms. Man Wing Yee Ginny
Independent Non-executive Directors:
Mr. Chiu Chi Kong
Mr. William Robert Majcher
- Mr. Yau Yan Ming Raymond
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 notice 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 notice misleading.
This notice will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for 7 days from the date of its posting and on the website of the Company.
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