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THE 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 yourstockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or otherprofessional adviser.
If you have sold or transferred all your shares in EVOC Intelligent Technology Company Limited*, you should atonce hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank,stockbroker, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s)or transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this circular, make no representation as to its accuracy or completeness andexpressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole orany part of the contents of this circular.
研 祥 智 能 科 技 股 份 有 限 公 司 EVOC Intelligent Technology Company Limited* (a joint stock limited company incorporated in the People’s Republic of China) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION The notice dated 4 November 2009 convening the EGM to be held at 17/F EVOC Technology Building, No. 31Gaoxinzhongsi Road, Nanshan District, Shenzhen, the People’s Republic of China on Wednesday, 23 December2009 at 10 : 30 a.m. is set out on pages 7 to 9 of this circular. Whether or not you intend to attend the meeting,please complete the enclosed form of proxy in accordance with the instructions printed thereon and return therelevant form to the registered office and principal place of business of the Company at 20/F, EVOCTechnology Building, No. 31 Gaoxinzhongsi Road, Nanshan District, Shenzhen, the People’s Republic of China(for holders of Domestic Shares), or the office of the Company’s H Share Registrar, Tricor Abacus Limited, at26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), as soon aspossible and in any event not less than 24 hours before the time appointed for the holding of the meeting or anyadjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you fromattending and voting at the meeting or any adjournment thereof (as the case may be) should you so wish.
This circular, for which the Directors collectively and individually accept full responsibility, includes particularsgiven in compliance with the GEM Listing Rules for the purpose of giving information with regard to theCompany. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge andbelief: (i) the information contained in this circular is accurate and complete in all material respects and notmisleading; (ii) there are no other matters the omission of which would make any statement in this circularmisleading; and (iii) all opinions expressed in this circular have been arrived at after due and carefulconsideration and are founded on bases and assumptions that are fair and reasonable.
GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange.
Prospective investors should be aware of the potential risks of investing in such companies andshould make the decision to invest only after due and careful consideration. The greater riskprofile and other characteristics of GEM mean that it is a market more suited to professionaland other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on theMain Board of the Stock Exchange and no assurance is given that there will be a liquid marketin the securities traded on GEM.
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Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
In this circular, the following expressions shall have the following meanings, unless the the Articles of Association of the Company 研祥智能科技股份有限公司 (EVOC Intelligent TechnologyCompany incorporated in the PRC, the H Shares of which are listed onGEM ordinary domestic share(s) of nominal value of RMB0.10 each inthe share capital of the Company which are subscribed for inRMB the extraordinary general meeting of the Company to beconvened Gaoxinzhongsi Road, Nanshan District, Shenzhen, the PRC at10 : 30 a.m. on Wednesday, 23 December 2009, for the purpose ofapproving the proposed amendment to the Articles the Growth Enterprise Market of the Stock Exchange The Rules Governing the Listing of Securities on GEM the overseas listed foreign invested share(s) of RMB0.10 each inthe share capital of the Company which are listed on GEM andsubscribed for and traded in HK$ Hong Kong dollars, the lawful currency of the Hong KongSpecial Administrative Region of the PRC the Hong Kong Special Administrative Region of the PRC The People’s Republic of China, which for the purpose of thiscircular, excludes the regions of Hong Kong, Macau and Taiwan H Shares, Domestic Shares and all shares of other class(es)resulting classification thereof from time to time in the share capital ofthe Company 研 祥 智 能 科 技 股 份 有 限 公 司 EVOC Intelligent Technology Company Limited* (a joint stock limited company incorporated in the People’s Republic of China) No. 31 Gaoxinzhongsi AvenueNanshan District Unit No. 101410th Floor, Star House3 Salisbury RoadTsimshatsuiKowloon, Hong Kong PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION Reference is made to the announcement of the Company dated 2 November 2009. The purpose of this circular is to provide you with information regarding the special resolutionto be proposed at the EGM to be held on 23 December 2009 to approve the proposedamendment to the Articles, and to give you notice of the EGM and to seek your approval ofthe special resolution to be proposed at the EGM.
PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THECOMPANY The Board noted that, pursuant to the share transfer agreements (the ‘‘Share Transfer Agreements’’) amongst Shenzhen Longrun Industry Development Co., Ltd., ShenzhenKelijian Electronic Industry Co., Ltd. and Beijing Hejixing Automation CompleteEquipment Development Centre as transferors (collectively the ‘‘Transferors’’) (eachholding (collectively the ‘‘Transfer Shares’’)) and Shenzhen Yanxiang Wangke Industry Co., Ltd.
(the ‘‘Transferee’’) dated 28 October 2009, the Transferors have agreed to transfer and theTransferee has agreed to acquire the Transfer Shares. Upon completion of the transfer, theTransferee will hold a total of 878,552,400 Shares.
The Board proposes to amend the Articles in respect of the changes in the shareholding structure of the Company pursuant to the transfer of the Transfer Shares under the ShareTransfer Agreements by adding a new Article 3.06C under the existing Article 3.06B in theArticles as follows: Pursuant to the shares transfer agreements dated 28 October2009 entered into by the shareholders of the Company, namelyShenzhen Longrun Industry Development Co., Ltd., ShenzhenKelijian Automation Complete Equipment Development Centre withShenzhen Yanxiang Wangke Industry Co., Ltd., respectively,each of Shenzhen Longrun Industry Development Co., Ltd.,Shenzhen Kelijian Electronic Industry Co., Ltd. and BeijingHejixing Automation Complete Equipment Development Centrehad transferred the 28,668,552 shares (representing 2.32% of thetotal number of ordinary shares of the Company in issue),4,623,960 shares (representing 0.38% of the total number ofordinary shares of the Company in issue) and 4,623,960 Shares(representing 0.38% of the total number of ordinary shares of theCompany in issue) held by each of them respectively in theCompany by way of agreement to Shenzhen Yanxiang WangkeIndustry Co., Ltd. The changes to the shareholding structure ofthe Company are as follows: promoter, is holding 878,552,400 shares, which represents71.25% of the total number of ordinary shares of theCompany in issue; Shenzhen Haoxuntong Industry Co., Ltd., a promoter, isholding 46,239,600 shares, which represents 3.75% of thetotal number of ordinary shares of the Company in issue; Holders of the overseas listed foreign shares (H shares) areholding not less than 308,352,000 shares, which representsnot less than 25% of the total number of ordinary shares ofthe Company in issue.’’ The proposed amendment to the Articles is subject to the approval of the Shareholders by way of special resolution at the EGM.
The notice of the EGM Notice convening the EGM to be held on 23 December 2009 is set out on pages 7 to 9 of this circular. At the EGM, a special resolution will be proposed toapprove the proposed amendment to the Articles.
Subject to the requirements under the GEM Listing Rules and pursuant to Article 8.19 of the Articles of Association, at any general meeting a resolution put to the vote of themeeting shall be decided on a show of hands unless a poll is (before or on the declaration ofthe result of the show of hands) demanded: (b) by at least two Shareholders present in person or by proxy and entitled to vote at by any Shareholder or Shareholders present in person or by proxy andrepresenting in aggregate not less than (inclusive) one-tenth of the total votingrights of all the Shareholders having the right to vote at the meeting.
Pursuant to the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. The chairman of the EGM will therefore put all of the resolutions tobe proposed at the EGM to be voted by way of a poll pursuant to the Articles.
The form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend the meeting, please complete the enclosed form of proxy in accordancewith the instructions printed thereon and return them to the Company’s registered officeand principal place of business at 20/F, EVOC Technology Building, No. 31 GaoxinzhongsiAvenue, Nanshan District, Shenzhen, the PRC (for holders of Domestic Shares), or theCompany’s H Share registrar and transfer office in Hong Kong, Tricor Abacus Limited at26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong (for holders of H Shares), as soonas possible and in any event not less than 24 hours before the time appointed for holding ofthe meeting or any adjournment thereof (as the case may be). Completion and return of theform of proxy will not preclude you from attending and voting at the meeting or anyadjournment thereof (as the case may be) should you so wish.
A reply slip for the purpose of informing the Company whether you will be attending (in person or in proxy) the EGM is also despatched to you with this circular. Shareholderswho intend to attend the EGM are requested to complete and send the reply slip to theCompany not later than 20 days before the date of the meeting in accordance with theArticles.
The Board considers that the proposed amendment to the Articles is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends you tovote in favour of the special resolution as set out in the notice of the EGM.
研 祥 智 能 科 技 股 份 有 限 公 司 EVOC Intelligent Technology Company Limited* (a joint stock limited company incorporated in the People’s Republic of China) NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of EVOC Intelligent Technology Company Limited* (the ‘‘Company’’) will be held at 17/F,EVOC Technology Building, No. 31 Gaoxinzhongsi Road, Nanshan District, Shenzhen, thePeople’s Republic of China at 10 : 30 a.m. on Wednesday, 23 December 2009, to considerand, if thought fit, pass the following resolution, with or without amendment, as specialresolution: ‘‘THAT approval be and is hereby granted for the adding the following new Article 3.06C to the Articles of Association of the Company immediately under the existing Article3.06B: Pursuant to the shares transfer agreements dated 28 October2009 entered into by the shareholders of the Company, namelyShenzhen Longrun Industry Development Co., Ltd., ShenzhenKelijian Automation Complete Equipment Development Centre withShenzhen Yanxiang Wangke Industry Co., Ltd., respectively,each of Shenzhen Longrun Industry Development Co., Ltd.,Shenzhen Kelijian Electronic Industry Co., Ltd. and BeijingHejixing Automation Complete Equipment Development Centrehad transferred the 28,668,552 shares (representing 2.32% of thetotal number of ordinary shares of the Company in issue),4,623,960 shares (representing 0.38% of the total number ofordinary shares of the Company in issue) and 4,623,960 Shares(representing 0.38% of the total number of ordinary shares of theCompany in issue) held by each of them respectively in theCompany by way of agreement to Shenzhen Yanxiang WangkeIndustry Co., Ltd. The changes to the shareholding structure ofthe Company are as follows: promoter, is holding 878,552,400 shares, which represents71.25% of the total number of ordinary shares of theCompany in issue; Shenzhen Haoxuntong Industry Co., Ltd., a promoter, isholding 46,239,600 shares, which represents 3.75% of thetotal number of ordinary shares of the Company in issue; Holders of the overseas listed foreign shares (H shares) areholding not less than 308,352,000 shares, which representsnot less than 25% of the total number of ordinary shares ofthe Company in issue.’’’ EVOC Intelligent Technology Company Limited* The special resolution to be considered at the meeting will be decided by poll. Onvoting by poll, each member shall have one vote for each share held in the Company.
Any member entitled to attend and vote at the above meeting is entitled to appoint oneor more than one proxy to attend and vote on his behalf. A proxy need not be amember of the Company.
To be valid, the form of proxy and the power of attorney or other authority, if any,under which it is signed or a notarially certified copy of such authority, must bedeposited at the Company’s registered office and principal place of business of theCompany, at 20/F, EVOC Technology Building, No. 31 Gaoxinzhongsi Road,Nanshan District, Shenzhen, the People’s Republic of China (in case of the proxyforms of holders of Domestic Shares) or the Company’s H share registrar and transferoffice in Hong Kong, Tricor Abacus Limited, at 26/F Tesbury Centre, 28 Queen’sRoad East, Hong Kong (in case of proxy forms of holders of H Shares), not less than24 hours before the time for holding the meeting or appointed time of voting or anyadjournment thereof.
Shareholders or their proxies shall present proofs of identities when attending theEGM.
Shareholders entitled to attend the EGM are requested to deliver the reply slip forattendance to the liaison office of the Company in Hong Kong at Unit No. 1014, 10thFloor, Star House, 3 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong by hand, bypost or by fax (the Company’s fax no.: (852) 2375 7238) on or before 3 December 2009.
As at the date hereof, the executive Directors of the Company are Mr. Chen Zhi Lie,Mr. Tso Cheng Shun and Mr. Zhu Jun; the independent non-executive Directors of theCompany are Mr. Wang Tian Xiang, Ms. Dai Lin Ying, Mr. Wang Zhao Hui and Mr.
An Jian.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for thepurpose of giving information with regard to the Company. The Directors, having made allreasonable enquiries, confirm that, to the best of their knowledge and belief: (1) theinformation contained in this announcement is accurate and complete in all material respectsand not misleading; (2) there are no other matters the omission of which would make anystatement in this announcement misleading; and (3) all opinions expressed in thisannouncement have been arrived at after due and careful consideration and are founded onbases and assumptions that are fair and reasonable.

Source: http://www.evoc.cn/20080624/GLN20091104013.pdf