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Vobile Group Limited — Proxy Solicitation & Information Statement 2021
Jun 23, 2021
50879_rns_2021-06-23_98393a43-5b8c-4de9-a5ec-903ce367924a.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.
Vobile Group Limited 阜 博 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3738)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Vobile Group Limited (the ‘‘Company’’) will be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on 13 July 2021 at 9:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:
ORDINARY RESOLUTION
‘‘THAT conditional upon The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the Subdivided Shares (as defined below) in issue and to be issued, with effect from 9:00 a.m. on second business day following the day on which this resolution is passed by the shareholders of the Company, each of the existing issued and unissued shares of US$0.0001 each in the share capital of the Company be subdivided into four (4) subdivided shares of US$0.000025 each (each a ‘‘Subdivided Share’’) so that the authorised share capital of the Company will be US$800,000 divided into 32,000,000,000 Subdivided Shares of US$0.000025 each immediately following the share subdivision being effective and such Subdivided Share(s) shall rank pari passu with each other in all respects with the shares in issue prior to the share subdivision, and any director of the Company be and is hereby authorised to sign and execute such documents and do all such acts, deeds and things incidental to any of the foregoing as he considers necessary, desirable or expedient in connection with the implementation of or giving effect to any of the foregoing and the transactions contemplated thereunder.’’
By Order of the Board Vobile Group Limited Yangbin Bernard WANG Chairman
Hong Kong, 23 June 2021
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Notes:
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All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating 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.
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Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a shareholder of the Company.
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In order 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 notarially certified copy of that power of attorney, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. 9:00 a.m. (Hong Kong time) on 11 July 2021) 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 EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the qualification as shareholder of the Company to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 8 July 2021 to Tuesday, 13 July 2021, both dates inclusive, during which period no transfer of Shares will be registered. In order to qualify as shareholders to attend and vote at the EGM, investors are required to lodge all transfer documents accompanied by the relevant share certificates with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 7 July 2021.
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In view of the outbreak of COVID-19 pandemic, shareholders are strongly encouraged to appoint the chairman of the EGM as proxy to attend and vote on his/her behalf at the EGM or any adjourned meeting.
As at the date of this notice, the board of directors of the Company comprises Mr. Yangbin Bernard WANG and Mr. Michael Paul WITTE as executive directors; Mr. J David WARGO and Mr. WONG Wai Kwan as non-executive directors; and Mr. CHAN King Man Kevin, Mr. Derek CHANG, Mr. Alfred Tsai CHU, and Mr. Charles Eric EESLEY as independent non-executive directors.
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