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Value Partners Group Limited Proxy Solicitation & Information Statement 2020

Mar 12, 2020

49476_rns_2020-03-12_a8a11fe4-aa93-400e-93e6-36bb9929ce63.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.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 403)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the ‘‘Meeting’’) of Starlite Holdings Limited (the ‘‘Company’’) will be held at Pentahotel Hong Kong, Kowloon, Studio Room 3, 4/F., 19 Luk Hop Street, Sanpokong, Kowloon, Hong Kong on Wednesday, 8 April 2020 at 4: 00 p.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

‘‘THAT:

  • (a) the equity transfer agreement dated 21 February 2020 entered into between Starlite Printers (China) Limited, Starlite Printers (Shenzhen) Co., Ltd (星光印刷(深圳)有限 公司), the Company, Alps Enterprises Limited, Mr. Chan King and Ms. Ng Ching Yi Lisa in relation to the sale and purchase of the entire equity interest in Starlite Printers (Shenzhen) Co., Ltd (星光印刷(深圳)有限公司); and the loan agreement dated 21 February 2020 entered into between Starlite Printers (China) Limited, Starlite Printers (Shenzhen) Co., Ltd (星光印刷(深圳)有限公司), the Company and Mr. Chan King (copies of both have been produced to the Meeting and initialled by the chairman of the Meeting for the purpose of identification) (together the ‘‘Transaction Documents’’) and the transactions contemplated thereunder (the ‘‘Proposed Disposal’’) be and is hereby approved, ratified and confirmed; and

  • For identification purpose only

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  • (b) any director(s) of the Company be and is hereby authorised for and on behalf of the Company to execute (including affixing the seal of the Company in accordance with the Memorandum of Association and Bye-Laws of the Company to) all such documents and do all such acts and things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or to give effect to the Proposed Disposal and the transactions contemplated under the Transaction Documents and all matters incidental or ancillary thereto.’’

By Order of the Board Poon Kwok Ching Executive Director and Company Secretary

Hong Kong, 13 March 2020

Notes:

  1. Any member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.

  2. To be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified true copy thereof) must be deposited at the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjourned meeting thereof should they so wish.

  3. The Register of Members of the Company will be closed from Monday, 6 April 2020 to Wednesday, 8 April 2020 (both dates inclusive) during which period no transfer of shares will be registered, for the purpose of ascertaining shareholders’ entitlement to attend and vote at the meeting. In order to be entitled to attend and vote at the meeting, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4: 30 p.m. on Friday, 3 April 2020.

  4. At the meeting, the chairman of the meeting will exercise his power under Bye-law 70 of the Memorandum of Association and Bye-Laws of the Company to put each of the above resolutions to the vote by way of a poll as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

  5. If typhoon signal no.8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 12: 00 noon on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the websites of the Company at www.hkstarlite.com and the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled the Meeting.

  6. Should there be any discrepancies between the English and the Chinese versions, the English version shall prevail.

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As at the date of this announcement, the executive directors of the Company are Mr. Lam Kwong Yu, Mr. Tin Shing and Mr. Poon Kwok Ching, the non-executive directors are Ms. Yeung Chui, Mr. Tai Tzu Shi, Angus and Mr. Cheung Chi Shing, Charles, and the independent non-executive directors are Mr. Chan Yue Kwong, Michael, Mr. Kwok Lam-Kwong, Larry, SBS, JP and Mr. Tam King Ching, Kenny.

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