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Alco Holdings Limited — Proxy Solicitation & Information Statement 2023
Nov 6, 2023
49130_rns_2023-11-06_d59a3fb4-8026-4998-98f8-57c83887fa55.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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KECK SENG INVESTMENTS (HONG KONG) LIMITED 激成投資(香港)有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 184)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of the Company (the “ GM ”) will be held at 27/F Club Lusitano, 16 Ice House Street, Central, Hong Kong on Friday, 24 November 2023 at 11:00 a.m. to consider and, if thought fit, pass with or without amendments the following resolution as ordinary resolution:
ORDINARY RESOLUTION
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“ THAT :
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(a) the sale and purchase agreement dated 6 October 2023 (Toronto Time) (the “ Sale and Purchase Agreement ”, details of which are disclosed in the circular of the Company dated 7 November 2023 (the “ Circular ”)) entered into between Chateau Ottawa Hotel Inc. (the “ Vendor ”), an indirect non-wholly owned subsidiary of the Company, as vendor, and Sunray Group of Hotels Inc. (the “ Purchaser ”), as purchaser, pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the Hotel Assets, as defined in the Circular, at the consideration of C$43,200,000 (equivalent to approximately HK$246,685,000) and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved; and
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- (b) any one or more director(s) (the “ Director(s) ”) of the Company be and are hereby generally and unconditionally authorised to do all such acts and things, to sign and execute all such documents for and on behalf of the Company as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Sale and Purchase Agreement and the transactions contemplated thereunder, and to make and agree to make such variations of the terms of the Sale and Purchase Agreement as they may in their discretion consider to be appropriate, necessary or desirable and in the interests of the Company and its shareholders as a whole.”
On Behalf of the Board Keck Seng Investments (Hong Kong) Limited HO Kian Guan Executive Chairman
Hong Kong, 7 November 2023
Notes:
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(a) For the purpose of determining shareholders who are entitled to attend and vote at the forthcoming GM to be held on Friday, 24 November 2023, the Register of Members of the Company will be closed from Tuesday, 21 November 2023 to Friday, 24 November 2023, both days inclusive. In order to qualify for attending and voting at the GM, all transfer documents should be lodged for registration with the Company’s Share Registrar & Transfer Office, Tricor Tengis Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. (Hong Kong time) on Monday, 20 November 2023, being the last share registration date.
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(b) A member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. To be valid, a proxy form together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Share Registrar & Transfer Office, Tricor Tengis Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the above meeting (i.e. not later than 11:00 a.m. on Wednesday, 22 November 2023 (Hong Kong time)) or the adjourned meeting (as the case may be).
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(c) In accordance with the relevant requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and for good corporate governance practice, the resolution(s) set out in this notice will be voted on by poll.
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(d) A member who is a corporation may by resolution of its directors or other governing body authorize any of its officials or any other person to act as its representative at the meeting and exercise the same powers on its behalf as if he had been an individual member of the Company and such corporation shall be deemed to be present in person at any such meeting if a person so authorized is present thereat.
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(e) Unless the context requires otherwise, references to time and dates in this notice are to Hong Kong time and dates.
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(f) As at the date of this announcement, the Board of the Company comprises Mr. HO Kian Guan, Mr. HO Kian Hock, Mr. TSE See Fan Paul, Mr. CHAN Lui Ming Ivan and Mr. HO Chung Hui (whose alternate is Mr. HO Chung Kain) as executive directors, Mr. HO Kian Cheong (whose alternate is Mr. HO Chung Kiat Sydney) as non-executive director, and Mr. KWOK Chi Shun Arthur, Ms. WANG Poey Foon Angela, Mr. YU Hon To David and Mr. Stephen TAN as independent non-executive directors.
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