abc Multiactive Limited — Regulatory Filings 2018

Oct 25, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

**abc Multiactive Limited 辰罡科技有限公司 ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 8131)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting of abc Multiactive Limited (the “ Company ”) will be held at 23/F, On Hing Building, No.1 On Hing Terrace, Central, Hong Kong on Monday, 19 November 2018 at 10:30 a.m. to consider and, if thought fit, approve, with or without modifications, the resolutions set out below. Unless otherwise indicated, capitalised terms used in this notice and the resolutions set out below shall have the same meanings as those defined in the circular of the Company dated 25 October 2018 of which this notice forms part.

ORDINARY RESOLUTIONS

1. “ THAT:

   • (a) the existing authorised share capital of the Company of HK$1,000,000,000 divided into 10,000,000,000 ordinary shares (each an “ Ordinary Share ”) of HK$0.10 each be and is hereby re-designated and re-classified as (i) 9,000,000,000 ordinary shares of HK$0.10 each and (ii) 1,000,000,000 convertible preference shares (the “ Convertible Preference Shares ”) and each a “ Convertible Preference Share ”) of HK$0.10 each. All of the existing issued shares of the Company shall be designated as Ordinary Shares which shall have the same rights and restrictions attached thereto as are attached to the ordinary shares immediately prior to the re-designation and re-classification of the share capital of the Company; and the terms of the Convertible Preference Shares as set out in Schedule 3 (the “ Schedule ”) to the Subscription Agreement (as defined in ordinary resolution no. 2 in the notice of special general meeting of the Company dated 25 October, 2018) be and are hereby approved;

– 1 –

• (b) the Convertible Preference Shares shall carry equal rights and rank pari passu with one another and each Convertible Preference Share shall have the rights and benefits and subject to the restrictions set out in the Schedule; and

• (c) the directors (the “ Directors ” and each a “ Director ”) of the Company be and are hereby authorised to do all other acts and things and execute all documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the transactions contemplated under this resolution.”

2. “ THAT:

• (a) the conditional subscription agreement dated 28 August 2018 (as supplemented and amended by a supplemental agreement dated 10 October 2018) (collectively, the “ Subscription Agreement ”) entered into between the Company as issuer and Maximizer International Limited as subscriber in relation to the issue of unlisted Convertible Preference Shares in the total subscription price of HK$20,999,998.00 and the issue of unlisted convertible bond (the “ Convertible Bond ”) in the principal amount of HK$29,699,876.20 (a copy of the Subscription Agreement having been produced to the SGM marked “A” and initialled by the chairman of the SGM for the purpose of identification) and the transactions contemplated thereunder (including but not limited to the issue of the Convertible Preference Shares, the Convertible Bond and the allotment and issue of the conversion shares (the “ Conversion Shares ”) upon exercise of conversion rights attaching to the Convertible Preference Shares and the Convertible Bond) be and are hereby approved, confirmed and ratified;

• (b) the board of directors of the Company (the “ Board ”) be and is hereby granted a specific mandate to allot and issue the Conversion Shares upon exercise of the conversion rights attached to the Convertible Preference Shares and the Convertible Bond in accordance with the terms and conditions of the Convertible Preference Shares and the Convertible Bond; and

• (c) any one Director be and is hereby authorised to do all such acts and things as he in his sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Subscription Agreement, the issue of the Convertible Preference Shares and the Convertible Bond, the issue and allotment of new shares in the capital of the Company from time to time upon exercise of the conversion rights pursuant to the terms of the Convertible Preference Shares and the Convertible Bond.”

– 2 –

SPECIAL RESOLUTION

1. “ THAT the amended and restated bye-laws of the Company (a copy of which having been produced to the SGM marked “B” and initialled by the chairman of the SGM for the purpose of identification) be and are hereby approved and adopted as the new bye-laws of the Company in substitution for and to the exclusion of the existing bye-laws of the Company in its entirety.”

By order of the Board of abc Multiactive Limited Joseph Chi Ho HUI Chairman

Hong Kong, 25 October 2018

Head Office and Principal Place of Business: 23rd Floor, On Hing Building No.1 On Hing Terrace, Central Hong Kong

Registered Office: Clarendon House 2 Church street Hamilton HM 11 Bermuda

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

2. In order to be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for the meeting or any adjourned meeting.

3. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Where there are joint registered holders of any share, any one of such persons may vote at any the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders shall be present at the meeting personally or by proxy, that one of the holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

5. In order to be eligible to attend and vote at the SGM, unregistered holders of Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong before 4:30 p.m. on Wednesday, 14 November 2018.

– 3 –

As at the date of this notice, the executive Directors are Mr. Joseph Chi Ho HUI and Ms. Clara Hiu Ling LAM; and the independent non-executive Directors are Mr. Kwong Sang LIU, Mr. Edwin Kim Ho WONG and Mr. William Keith JACOBSEN.

This notice, 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 notice 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 notice misleading.

This notice will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least seven days from the day of its publication and on the Company’s website at www.hklistco.com.

• For identification purposes only

– 4 –