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Almana Limited Proxy Solicitation & Information Statement 2023

Sep 4, 2023

51315_rns_2023-09-04_b7fc7b84-1346-4ff6-b11d-e975c19fc6d5.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 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.

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(Incorporated in Bermuda with limited liability) (Stock Code: 0.8.1.8.6)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the SGM of Almana Limited (the “Company”) will be held at 11:30 a.m. on Thursday, 21 September 2023 through live webcast for the following purpose:

ORDINARY RESOLUTION

THAT conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant and not having revoked the listing of and permission to deal in the Rights Shares (as defined below):

  • (a) the issue by way of rights of not more than 85,401,480 Rights Shares at the Subscription Price of HK$0.22 per Rights Share on the basis of three Rights Shares for one Share held by the Qualifying Shareholders as at the close of business on the Record Date, other than those Excluded Shareholders, and substantially on the terms and conditions set out in the circular of the Company dated 5 September 2023 (a copy of which marked “A” is produced to the meeting and initialled by the chairman of the meeting for the purpose of identification) and such other terms and conditions as may be determined by the Directors, be and is hereby approved;

  • (b) the Directors are hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue notwithstanding that the same may be offered, allotted or issued otherwise than pro-rata to the Qualifying Shareholders and, in particular, the Board may make such exclusions or other arrangements in relation to the Excluded Shareholders as it may deem necessary or expedient having regard to the legal restrictions under the laws of, or the requirements of the relevant regulatory body or stock exchange in, any territory outside Hong Kong; and

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  • (c) the Directors be and are hereby authorised to take such actions, do all such acts and things and execute all such further documents or deeds as he/they may, in his/their absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to or the completion of any matters relating to the Rights Issue and the transactions contemplated thereunder.”

Terms used in this Notice of SGM shall have the same meaning as those defined in the circular of the Company dated 5 September 2023.

By Order of the Board Chan Ho Yee Executive Director

Hong Kong, 5 September 2023

Registered office: Head office and principal place of business Clarendon House in Hong Kong: 2 Church Street 35/F, Two Pacific Place Hamilton HM 11 88 Queensway Admiralty Bermuda Hong Kong

Notes:

  • (1) For determining the entitlement of the Shareholders to attend and vote at SGM, the register of members of the Company will be closed from Thursday, 14 September 2023 to Thursday, 21 September 2023 (both dates inclusive) during which period no transfer of shares will be registered. In order to qualify for entitlement to attend and vote at SGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 13 September 2023.

  • (2) The SGM will be conducted via electronic means (through a live webcast) which can be accessed on a computer, tablet or any browser enabled device. Shareholders and/or their proxy will not be able to attend the SGM in person but can view and listen to the live webcast of the SGM via electronic means from the start until its conclusion. To access the live webcast, Shareholders will have to register with the Company by sending an email to [email protected] and provide the following particulars: (a) full name; (b) registered address; (c) number of Shares held; (d) Hong Kong identity card number/passport number (in case of natural person) or company registration number (in case of corporate body); (e) contact telephone number; and (f) email address, at least 5 clear business days before the date of the SGM (or any adjournment thereof) to enable the Company to verify the Shareholders’ status. Authenticated Shareholders will receive an email confirmation which contains a link to join the live webcast of the SGM.

The resolution at SGM will be decided on a poll. Shareholders may vote by proxy in advance of the SGM. Shareholders who wish to vote on the resolution should appoint the chairperson of SGM as their proxy to exercise the right to vote at SGM in accordance with their instructions. The proxy form is posted to Shareholders together with this circular and may also be downloaded from the Company’s website at www.mfpy.com.hk. For Shareholders who are not registered Shareholders (e.g. the Shares

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are held via banks, brokers, custodians or HKSCC), they should consult their banks or brokers or custodians for assistance in the appointment of a proxy. The proxy form must be returned to the Share Registrar as soon as possible and in any event not later than 48 hours before the time appointed for holding of the SGM or any adjournment thereof.

As at the date of this notice, the board of directors of the Company comprises Ms. Chan Ho Yee as executive director; and Ms. Pang King Sze, Rufina, Mr. Hong Bingxian and Mr. Huang Zhe as independent non-executive directors.

This notice, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, 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 website of The Stock Exchange of Hong Kong Limited at http://www.hkexnews.hk for seven days from the date of its publication and on the website of the Company at http://www.mfpy.com.hk.

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