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Coolpad Group Limited Proxy Solicitation & Information Statement 2007

Sep 17, 2007

50555_rns_2007-09-17_d5e2b3c8-80ff-4ea0-8635-e680b1bc329a.pdf

Proxy Solicitation & Information Statement

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CHINA WIRELESS TECHNOLOGIES LIMITED 中國無線科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2369)

Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “Meeting”) of China Wireless Technologies Limited (the “Company”) will be held at Crystal Room 2, Basement 3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 8 October 2007 at 3:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

THAT conditional upon (i) the listing sub-committee of the board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting or agreeing to grant listing of, and permission to deal in, the Bonus Shares (as hereinafter in paragraph (a) of this resolution defined) to be issued, pursuant to this resolution; and (ii) immediately following the date of the issue of Bonus Shares, the Company is able to pay its debt as they fall due in the ordinary course of business.

  • (a) the amount standing to the credit of the share premium account of the Company as would be required to be applied in paying up in full at par new ordinary shares of HK$0.01 each in the capital of the Company (the “Shares”), such Shares, credited as fully paid, to be allotted and distributed (subject as referred to in paragraph (b) below) among members of the Company whose names appear on the register of members of the Company on Monday, 8 October 2007 in the proportion of one new Share (the “Bonus Share”) for every existing Share then held, be capitalised and applied in such manner and the directors of the Company (the “Directors”) be and are hereby authorised to allot and issue such Bonus Shares;

  • (b) no fractional Bonus Shares shall be allotted to members of the Company and fractional entitlements (if any) will be aggregated and sold for the benefit of the Company;

  • (c) the Bonus Shares to be issued pursuant to paragraph (a) above shall rank pari passu in all respects with the existing issued and unissued Shares as at the date of issue of such Bonus Shares except that they will not rank for the bonus issue of shares mentioned in this resolution; 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 Bonus Shares referred to in paragraph (a) of this resolution, including but not limited to determining the amount to be capitalised out of the share premium account and the number of Bonus Shares to be allotted and distributed in the manner referred to in paragraph (a) of this resolution.”
  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

THAT the authorised share capital of the Company be and is hereby increased from HK$20,000,000 divided into 2,000,000,000 Shares to HK$200,000,000 divided into 20,000,000,000 Shares by the creation of an additional 18,000,000,000 Shares ranking pari passu in all respect with the existing issued and unissued Shares and that any one of the Directors or the secretary of the Company be authorised to prepare and execute all documents and to do all such other things as he/she considers to be necessary on behalf of the Company to give effect to the resolution set out above.”

By Order of the Board of CHINA WIRELESS TECHNOLOGIES LIMITED GUO DEYING

Chairman and Chief Executive Officer

Hong Kong, 18 September 2007

Notes:

  1. The register of members of the Company will be closed from 3 October 2007 to 8 October 2007 (both days inclusive) during which period no transfer of share(s) will be effected. Members whose name appear on the register of members of the Company at the close of business on 2 October 2007 will be entitled to attend and vote at the Meeting.

  2. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote on his/her behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

  3. Where there are joint registered holders of any shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most, or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand in the register in respect of the relevant joint holding.

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  1. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the extraordinary general meeting or adjournment thereof.

As at the date of this notice, the executive Directors are Mr. Guo Deying and Mr. Jiang Chao, the non-executive Directors are Ms. Yang Xiao and Ms. Ma Dehui and the independent non-executive Directors are Dr. Huang Dazhan, Mr. Xie Weixin, Mr. Chan King Chung and Mr. Yang Xianzu.

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