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B & S International Holdings Ltd. Proxy Solicitation & Information Statement 2021

Mar 16, 2021

50104_rns_2021-03-15_7e7f8529-214d-448c-b47f-69a03ae99727.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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Crown International Corporation Limited

(Incorporated in Hong Kong with limited liability)

(Stock code: 727)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the members of Crown International Corporation Limited (the “ Company ”) will be held at Regus Conference Center, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 1 April 2021 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

THAT , subject to the approval of the Hong Kong Companies Registry, the English name and the Chinese name of the Company be changed from “Crown International Corporation Limited 皇冠環球集團有限公司” to “Grandlife Healthcare Holdings Limited 宏大健康 控股有限公司”; and that any of the directors of the Company be and is hereby authorised generally to do all such acts and things and sign or execute all documents or make such arrangements as he/she may, in his/her absolute discretion, consider necessary or expedient to give effect to such change of name of the Company.”

By Order of the Board

Crown International Corporation Limited Hung Man

Chairman

Hong Kong, 16 March 2021

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Notes:

  1. Any member of the Company (the “ Member ”) entitled to attend and vote at the EGM convened by this notice or its adjourned meeting (as the case may be) is entitled to appoint one (or if he/she/it holds two or more ordinary shares in the Company, more than one) proxy to attend and, on a poll, vote on his/her/ its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the EGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of the ordinary shares in respect of which each such proxy is so appointed.

  2. In order to be valid, the form of proxy must be duly completed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s share registrar, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time for holding the EGM or its adjourned meeting. Completion and return of a form of proxy will not preclude a Member from attending in person and voting at the EGM or any adjournment thereof should he/she/it so wish.

  3. In the case of joint holders of any Share, any one of such persons may vote at the EGM, 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 are present at the EGM personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.

  4. The register of Members will be closed from Monday, 29 March 2021 to Thursday, 1 April 2021 (both days inclusive), during which period no transfer of shares will be effected. In order to qualify for attending the forthcoming EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Friday, 26 March 2021.

  5. In compliance with Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, voting on the proposed special resolution set out in this notice will be decided by way of a poll.

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  1. If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 8:00 a.m. and 5:00 p.m. on the date of the EGM, the EGM will be postponed and Members will be informed of the date, time and venue of the postponed EGM by a supplementary notice posted on the respective websites of the Company and Hong Kong Exchanges and Clearing Limited.

If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled at or before 8:00 a.m. on the date of the EGM and where conditions permit, the EGM will be held as scheduled.

The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force.

After considering their own situations, Members should decide on their own whether or not they would attend the EGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the novel coronavirus pandemic, the following precautionary measures will be implemented at the Extraordinary General Meeting of the Company:

  • (1) Compulsory temperature checks

  • (2) Wearing of face mask

  • (3) No provision of corporate gift and refreshments or drinks

Attendees who do not comply with the precautionary measures referred to in (1) to (2) above or is subject to any Hong Kong Government prescribed quarantine measures may be denied entry to the Extraordinary General Meeting venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Extraordinary General Meeting by appointing the chairman of the Extraordinary General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Extraordinary General Meeting in person.

As at the date of this announcement, the Board comprises four executive Directors, namely Ms. Hung Man, Mr. Li Yong Jun, Mr. Liu Hong Shen and Mr. Meng Jin Long; and four independent non-executive Directors, namely Mr. Long Tao, Mr. Ren Guo Hua, Mr. Chen Fang, and Mr. Wong Siu Hung, Patrick.

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