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Universal Technologies Holdings Limited — Board/Management Information 2017
Jun 9, 2017
49633_rns_2017-06-09_b0a213f3-c5cc-4bbb-96d5-c87835b5a376.pdf
Board/Management Information
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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.
UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED 環球實業科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1026)
(1) PROPOSED CHANGE OF AUDITORS; (2) CLARIFICATION ON RESOLUTION NO. 3 OF THE AGM ON THE APPOINTMENT OF AUDITORS; AND
(3) CHANGE OF NAME AND ADDRESS OF THE PRINCIPAL SHARE REGISTRAR AND TRANSFER AGENT IN THE CAYMAN ISLANDS
PROPOSED CHANGE OF AUDITORS
The board (the “ Board ”) of directors (the “ Directors ”) of Universal Technologies Holdings Limited (the “ Company ”) wishes to announce that the Company was notified by its auditors, PKF Hong Kong (“ PKF HK ”), of their change in entity status from a partnership to a limited company under the name of PKF Hong Kong Limited (“ PKF HK Limited ”). Accordingly, PKF HK does not intend to seek re-appointment at the forthcoming annual general meeting of the Company to be held on 23 June 2017 (the “ AGM ”) and will retire as the auditors of the Company with effect from the conclusion of the AGM.
The Board accepted the retirement of PKF HK, and proposes to appoint PKF HK Limited as the new auditors of the Company following the retirement of PKF HK. The proposed change of auditors was approved by the audit committee of the Company, and will be subject to the approval of the shareholders of the Company (the “ Shareholders ”) at the AGM.
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PKF HK has confirmed that there are no matters in connection with their retirement that need to be brought to the attention of the Shareholders. The Board also confirms that there are no circumstances in respect of the proposed change of auditors that need to be brought to the attention of the Shareholders.
CLARIFICATION ON RESOLUTION NO. 3 OF THE AGM ON THE APPOINTMENT OF AUDITORS
Reference is made to the circular (the “ AGM Circular ”) of the Company dated 28 April 2017, the notice of the annual general meeting (the “ AGM Notice ”) of the Company to be held on 23 June 2017 and the form of proxy for use at the AGM (the “ Proxy Form ”).
Due to the proposed change of auditors from PKF HK to PKF HK Limited as a result of the change of entity status of PKF Hong Kong, the Company wishes to clarify that Ordinary Resolution No. 3 of the AGM Circular, the AGM Notice and the Proxy Form should be taken to mean “ To appoint PKF Hong Kong Limited as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration ”. Save as clarified above, all other information and content contained in the AGM Circular, the AGM Notice and the Proxy Form remain unchanged.
The Board is of the view that the change of entity status from PKF HK to PKF HK Limited is purely a matter of technicality, and that the information contained in the AGM Circular, the AGM Notice and the Proxy Form remains materially accurate and not misleading and should be sufficient for the purpose of enabling Shareholders to make an informed decision on all proposed resolutions at the AGM including Ordinary Resolution No. 3. Therefore, Proxy Forms already dispatched to the Shareholders will remain valid for use. At the AGM, the appointment of PKF HK Limited will be put forward for Shareholders’ consideration and voting, by way of poll, under Ordinary Resolution No. 3.
For the same reasons, the Company will treat all Proxy Forms which were already lodged by the Shareholders with the Company’s Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited, as being valid, unless any of the lodged Proxy Forms are subsequently revoked or superseded by the relevant Shareholder. In particular, Shareholders are reminded that completion and delivery of Proxy Forms will not preclude you from attending and voting at the AGM if you so wish.
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CHANGE OF NAME AND ADDRESS OF THE PRINCIPAL SHARE REGISTRAR AND TRANSFER AGENT IN THE CAYMAN ISANDS
The Board announces that with effect from 12 May 2017:
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the name of the Company’s principal share registrar and transfer agent in the Cayman Islands was changed from “Royal Bank of Canada Trust Company (Cayman) Limited” to “SMP Partners (Cayman) Limited”; and
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the address of the Company’s principal share registrar and transfer agent in the Cayman Islands was also changed from “4th Floor, Royal Bank House, 24 Shedden Road, P.O. Box 1586, George Town, Grand Cayman KY1-1110, Cayman Islands” to “Royal Bank House – 3rd Floor, 24 Shedden Road, P.O. Box 1586, Grand Cayman, KY1-1110, Cayman Islands”.
By order of the Board UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED Chen Jinyang Chairman
Hong Kong, 9 June 2017
As at the date of this announcement, the Board of Directors of the Company comprises four executive Directors namely Mr. Chen Jinyang (Chairman), Mr. Chau Cheuk Wah (Chief Executive Officer), Mr. Zhou Jianhui and Ms. Zhu Fenglian; one non-executive Director namely Ms. Zhang Haimei; and three independent non-executive Directors namely Dr. Cheung Wai Bun, Charles, J.P., Mr. David Tsoi and Mr. Chao Pao Shu George.
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