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Wisdomcome Group Holdings Ltd. Proxy Solicitation & Information Statement 2013

Feb 7, 2013

51257_rns_2013-02-07_6de424e3-72fb-47b8-acd8-ae43a3a49f58.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.

UNLIMITED CREATIVITY HOLDINGS LIMITED 無限創意控股有限公司

(Continued in Bermuda with limited liability)

(Stock Code : 8079)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the “ Meeting ”) of Unlimited Creativity Holdings Limited (the “ Company ”) will be held at 7/F, Zung Fu Industrial Building, 1067 King’s Road, Quarry Bay, Hong Kong on Thursday, 28 February 2013 at 4:00 p.m. for the purpose of considering and, if thought fit, passing (with or without modification) the following ordinary resolution:

ORDINARY RESOLUTION

THAT , subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting and agreeing to grant listing of and permission to deal in the Bonus Shares (as hereinafter defined):

  • (a) Upon the recommendation of the directors of the Company (the “ Directors ”), a sum of HK$13,983,950.86 (or such larger sum as may be necessary to give effect to the issue of Bonus Shares (as defined below) pursuant to these resolutions), being part of the amount standing to the credit of the share premium account of the Company, be capitalised and accordingly the Directors be and are hereby authorized and directed to apply such sum in paying up in full at par not less than 1,398,395,086 unissued shares (the “ Bonus Shares ”) of par value HK$0.01 each in the share capital of the Company, and that such Bonus Shares shall be allotted, issued and distributed, credited as fully paid up at par, to and amongst those shareholders whose names appear on the register of members of the Company on Monday, 11 March 2013 (the “ Record Date ”) on the basis of two Bonus Shares for every one existing issued share of HK$0.01 each in the share capital of the Company held by them respectively on the Record Date;

  • (b) the Bonus Shares to be allotted and issued pursuant to this resolution shall, subject to the memorandum of association and bye-laws of the Company, rank pari passu in all respects with the shares of par value HK$0.01 each in the share capital of the Company in issue on the Record Date, except that they will not rank for the Bonus Shares issuance mentioned in this resolution; and

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  • (c) the Directors be authorized to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares, including, but not limited to, determining the amount to be capitalised out of the share premium account of the Company and the number of Bonus Shares to be allotted, issued and distributed in the manner referred to in paragraph (a) of this resolution.”

Unlimited Creativity Holdings Limited Shiu Yeuk Yuen Chairman

Hong Kong, 8 February 2013

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office and principal place of business in Hong Kong: 7/F, Zung Fu Industrial Building 1067 King’s Road Quarry Bay Hong Kong

Notes:

  • (1) A form of proxy for use at the SGM is enclosed herewith.

  • (2) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer or attorney duly authorised.

  • (3) Any shareholder of the Company entitled to attend and vote at the SGM convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

  • (4) 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 certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at 26/ F, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding of the above Meeting or any adjournment thereof (as the case may be).

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  • (5) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM convened or at any adjourned meeting (as the case may be) and in such event, the form of proxy will be deemed to be revoked.

  • (6) Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the SGM, whether in person or by proxy, the most senior shall alone be entitled to vote. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

As at the date of this notice, the Board comprises Mr. Shiu Yeuk Yuen and Mr. Leung Ge On, Andy as executive Directors; Dr. Siu Yim Kwan, Sidney, Mr. Tsui Pui Hung, and Mr. Kam Tik Lun as independent non-executive Directors.

This announcement, 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 announcement 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 announcement misleading.

This announcement will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for seven days from the day of its posting and on the website of the Company at www.ulcreativity.com.

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