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Weiye Holdings Limited Proxy Solicitation & Information Statement 2017

May 12, 2017

50009_rns_2017-05-12_684b0772-f98d-455e-958d-9791802c7a39.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.

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Culture Landmark Investment Limited (the “ Company ”) will be held at Unit 2101, 21/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 2 June 2017 at 10:00 a.m. for the proposing and, if thought fit, passing, with or without amendments, the following resolution as a special resolution of the Company:

Capitalised terms used herein without definition shall have the same meanings as in the circular issued by the Company on 15 May 2017 (the “ Circular ”), unless the context otherwise requires.

SPECIAL RESOLUTION

THAT :

  • (a) subject to and conditional upon the necessary approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from “Culture Landmark Investment Limited” to “China Tangshang Holdings Limited” and the Chinese name in “ 中國唐商控股有限公司 ” be adopted as the Chinese name of the Company to replace its existing Chinese name “ 文化地標投資有限公司 ” with effect from the date on which the Registrar of Companies in Bermuda enters the new English name and the Chinese name of the Company on the register maintained by the Registrar of Companies in Bermuda (the “ Proposed Name Change ”); and

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  • (b) any one of the Directors or the company secretary of the Company be and is hereby authorised to do all such acts and things and execute all documents including under seal where applicable and take all steps which in his/her opinion that he/she considers necessary or expedient to implement and give effect to the Proposed Name Change and to attend to any necessary registration and/or filing for and on behalf of the Company.”

For and on behalf of

Culture Landmark Investment Limited Chen Weiwu Chairman of the Board

Hong Kong, 15 May 2017

Executive Directors

Mr. Chen Weiwu (Chairman)

Mr. Chen Gengxian

  • Mr. Chen Songbin

  • Mr. Zhou Houjie

Independent non-executive Directors

  • Mr. Chen Youchun

  • Mr. Chan Chein Kwong William

  • Ms. Lui Ka Mei

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Notes:

  1. In order to qualify for attending and voting at the Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on 26 May 2017.

  2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. 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. A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he/she/it so wish.

  4. To be valid, a proxy form, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude any member from attending and voting in person at the Meeting or any adjournment thereof if you so desire and, in such event, the instrument appointing such a proxy shall be deemed to be revoked.

  5. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holder are present at the Meeting personally or by proxy, the persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

  6. Votes on the resolutions set out herein and are to be passed at the Meeting will be taken by way of poll.

  7. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 11:00 a.m. on the date of the Meeting, the Meeting will be adjourned. The Company will post an announcement on the website of Company at www.hkcli.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this announcement, the executive Directors are Mr. Chen Weiwu (Chairman), Mr. Chen Gengxian, Mr. Chen Songbin and Mr. Zhou Houjie; and the independent non-executive Directors are Mr. Chen Youchun, Mr. Chan Chein Kwong William and Ms. Lui Mei Ka.

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