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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  Launch Tech Company Limited    2488   CNE1000000V6

LAUNCH TECH COMPANY LIMITED

(2488)
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Launch Tech : (1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION AND (2) NOTICE OF SPECIAL GENERAL MEETING

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09/13/2019 | 04:52am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, or as to the action to be taken, you should consult a stockbroker, or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Launch Tech Company Limited (the "Company"), you should at once hand this circular together with the enclosed form of proxy and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

深圳市元征科技股份有限公司

LAUNCH TECH COMPANY LIMITED*

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2488)

  1. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION AND
    1. NOTICE OF SPECIAL GENERAL MEETING

A letter from the Board is set out on pages 2 to 4 of this circular.

The notice dated 16 September 2019 convening the SGM ie. the SGM of the Company to be held at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Friday, 1 November 2019 at 10:00 a.m., are set out on pages 5 to 6 of this circular.

Whether or not you intend to attend such meetings, you are reminded to complete the proxy form enclosed with this circular, in accordance with the instructions printed thereon and return the same to the Company's Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the holders of the H Shares only) or the Company's principal place of business at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC (for the holders of the Domestic Shares only) as soon as possible but in any event not less than 24 hours before the respective time fixed for holding such meetings or at any adjournment thereof. Completion and delivery of the said proxy form will not prevent you from attending, and voting in person at, the meetings or at any adjourned meetings if you so wish. Reply slips for such meetings is also enclosed. You are reminded to complete and sign the reply slips (if you are entitled to attend the meetings) and return the signed slip in accordance with the instructions printed thereon.

  • for identification purpose only

16 September 2019

CONTENTS

page

Definitions . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Notice of SGM . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"Articles" or "Articles of

the articles of association of the Company as amended

Association"

from time to time

"Board"

the board of Directors of the Company

"Company"

深圳市元征科技股份有限公司 (Launch Tech Company

Limited*), a joint stock limited company incorporated

in the PRC with limited liability

"Director(s)"

the director(s) of the Company

"Domestic Shares"

domestic share(s) of RMB1.00 each in the share capital

of the Company which are subscribed for in RMB

"Domestic Shareholders"

Holders of the Domestic Shares

"H Shares"

the overseas listed foreign invested share(s) of

RMB1.00 each in the share capital of the Company

which are listed on the Main Board and subscribed for

and traded in HK$

"H Shareholders"

Holders of the H Shares

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"HK$" or "HKD"

Hong Kong Dollar, the lawful currency of Hong Kong

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

"PRC"

the People's Republic of China, which for the purposes

of this circular, excludes Hong Kong China, the Macau

Special Administrative Region of the PRC and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"Shareholders"

the shareholders of the Company

"SGM"

the special general meeting of the Company to be

convened and held on Friday, 1 November 2019 at

10:00 a.m.

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

In this circular, the English names of the PRC entities are translations of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

  • for identification purpose only

- 1 -

LETTER FROM THE BOARD

深圳市元征科技股份有限公司

LAUNCH TECH COMPANY LIMITED*

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2488)

Executive Directors

Registered office

Mr. Liu Xin (Chairman)

Launch Industrial Park,

Mr. Liu Jun

No. 4012 North of Wuhe Road,

Ms. Huang Zhao Huan

Bantian Street,

Mr. Jiang Shiwen

Longgang District,

Shenzhen, the PRC

Non-executive Director

Mr. Xia Hui

Principal place of business

Launch Industrial Park,

Independent non-executive Directors

No. 4012 North of Wuhe Road,

Mr. Liu Yuan

Bantian Street,

Ms. Zhang Yan

Longgang District,

Mr. Ning Bo

Shenzhen, the PRC

Principal place of business in Hong Kong

Unit 1104, Crawford House,

70 Queen's Road Central,

Hong Kong

To the Shareholders,

16 September 2019

Dear Sir or Madam,

  1. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION AND
    1. NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the SGM to be held on Friday, 1 November 2019 and to provide you with information regarding the resolution to be proposed at the SGM to enable you to make an informed decision on whether to vote for or against the proposed resolution at the SGM regarding proposed amendment to the Articles and to seek your approval of the resolution to be proposed thereat.

PROPOSED AMENDMENT

Based on the Company's business development needs and the Company's actual situation, in line with the principle of prudence, appropriateness and necessity, the Board recommended to propose to the general meeting of shareholders to amend the relevant

  • for identification purpose only

- 2 -

LETTER FROM THE BOARD

provisions of the Articles of association and to authorize the Board or authorized persons of the Board to proceed the application, registration, filing procedures and other related matters for the amendment of the Articles of Association.

The Proposed Amendment is set out below.

Article number

Existing article

Amended article

12

The business scope of the

The business scope of the

Company shall be subject to that

Company shall be subject to that

approved by the company

approved by the company

registration authority.

registration authority.

The business scope of the

The business scope of the

Company shall include: developing

Company shall include: developing

software related to diagnosis,

software related to diagnosis,

testing, maintenance, and

testing, maintenance, and

equipment preservation for motor

equipment preservation for motor

cars, production, sale and rental of

cars, production, sale and rental of

such software, R & D, production,

such software, R & D, production,

sale and rental of motor car

sale and rental of motor car

electronic products, rental of

electronic products, rental of

self-owned properties, information

self-owned properties, agency

network servicing (excluding

advertising,information network

franchised commercial products

servicing (excluding franchised

and restricted items) and export

commercial products and restricted

and import business specified

items) and export and import

under (Class certificate for

business specified under (Class

export/import business) Letter

certificate for export/import

No.17 of Shenzhen Trade

business) Letter No.17 of Shenzhen

Regulation Registration Certificate.

Trade Regulation Registration

Certificate.

Other than the proposed amendment set out above, the other articles of the Company's articles of association remain unchanged.

SGM BOOK CLOSURE PERIOD

The register of members of the Company in Hong Kong will be closed from Tuesday, 1 October 2019 to Friday, 1 November 2019, both days inclusive, during which no transfer of shares will be effected. In order to be eligible to attend the SGM and to vote thereat as Shareholders, all transfers of H Shares together with the relevant share certificates must be delivered to the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 30 September 2019. All transfers of Domestic Shares together with the relevant share certificates must be delivered to the Company's principal place of business in the PRC at 10th Floor, R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC, no later than 4:30 p.m. on Monday, 30 September 2019.

- 3 -

LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll. The Chairman of the meeting will therefore demand a poll for every resolution put to vote at the SGM in accordance with the Articles and the Listing Rules. An announcement on the poll result will be made by the Company in accordance with the Listing Rules.

RECOMMENDATION

The Board is of the view that the proposed amendment to the Articles is in the best interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief:

  1. the information contained in this circular is accurate and complete in all material respects and not misleading;
  2. there are no other matters the omission of which would make any statement in this circular misleading; and
  3. all opinions expressed in this circular have been arrived at after due and careful consideration.

Yours faithfully,

for and on behalf of

Launch Tech Company Limited

Liu Xin

Chairman

- 4 -

NOTICE OF SGM

深圳市元征科技股份有限公司

LAUNCH TECH COMPANY LIMITED*

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2488)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that Special General Meeting of Launch Tech Company Limited (the "Company") will be held at the 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Friday, 1 November 2019 at 10:00 a.m. for the following purposes:

SPECIAL RESOLUTION

1. to consider and, if thought fit, to approve the proposed amendment as set out in the section headed "Proposed Amendment" of the Circular subject to:

  1. the fulfilment of all the relevant conditions and/or all necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed.

Yours faithfully,

By order of the Board

Launch Tech Company Limited*

Liu Xin

Chairman

16 September 2019

Shenzhen, the PRC

  • for identification purpose only
    Notes:
  1. Shareholders of the Company shall note that pursuant to Article 46 of the Articles, the share register of the Company will be closed during the period from Tuesday, 1 October 2019 to Friday, 1 November 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the SGM, all transfer documents, together with the relevant share certificates, should be lodged to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), or to the Company's principal place of business in the PRC (for holders of Domestic Shares), no later than 4:30 p.m. on Monday, 30 September 2019. Shareholders whose names appear on the register of shareholders of the Company on the Record Date shall be entitled to attend the SGM to vote thereat.
  2. Any Shareholders entitled to attend and to vote at the SGM shall be entitled to appoint a proxy who need not be a Shareholder, to attend and to vote on his behalf. A member who is the holder of two or more shares may appoint more than one proxy.

- 5 -

NOTICE OF SGM

  1. To be valid, the proxy forms for the use of Shareholders and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarised copy of that power of attorney or other authority must be delivered to the Company not less than 24 hours before the time scheduled for holding the SGM or its adjourned meetings of the Company.
  2. Shareholders who intend to attend the SGM are required to return the reply slip to the Company on or before 11 October 2019. Please refer to the reply slip and the instruction thereon for details.
  3. Completion and return of the proxy form and the reply slip will not affect the right of the shareholders of the Company to attend and to vote at the SGM in person. In such event, the form of proxy will be deemed to have been revoked.
  4. Holders of Domestic Shares shall deliver the proxy form and, if such proxy is signed by a person on behalf of his appointer pursuant to a power of attorney or other authority, a notarially certified copy of the power of attorney or other authority and the reply slip to the Company's principal place of business in the PRC.
  5. Holders of H Shares shall deliver the proxy form and, if such proxy is signed by a person on behalf of his appointer pursuant to a power of attorney or other authority, a notarially certified copy of the power of attorney or other authority and the reply slip to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
  6. The SGM is expected to last for half an hour. Shareholders and their proxies attending the SGM shall be responsible for the transportation and accommodation expenses on their own.

- 6 -

Disclaimer

Launch Tech Co. Ltd. published this content on 13 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 September 2019 08:51:05 UTC

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Sales 2019 942 M 134 M 134 M
Net income 2019 -137 M -19,4 M -19,4 M
Net Debt 2019 14,0 M 1,99 M 1,99 M
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EV / Sales 2019 1,32x
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Free-Float 34,4%
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