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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — AGM Information 2021
Apr 13, 2021
49495_rns_2021-04-13_1b5852ac-3d35-4893-8bdc-113e996d4f65.pdf
AGM Information
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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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華 誼 騰 訊 娛 樂 有 限 公 司
Huayi Tencent Entertainment Company Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 419)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Huayi Tencent Entertainment Company Limited (the ‘‘Company’’) will be held at Boardroom 3, Mezzanine Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 20 May 2021 at 10 a.m. for the following businesses:
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To receive and consider the report of the directors of the Company (‘‘Directors’’), audited financial statements and auditor’s report for the year ended 31 December 2020.
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(a) To re-elect Mr. CHENG Wu as an Executive Director;
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(b) To re-elect Mr. CHU Yuguo (who has served as an Independent Non-executive Director for more than 9 years) as an Independent Non-executive Director; and
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(c) To authorise the board of directors to fix the remuneration of the Directors.
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To re-appoint Messrs. PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix their remuneration.
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As special business, to consider and, if thought fit, pass with or without modification, the following resolutions as Ordinary Resolutions of the Company:
ORDINARY RESOLUTIONS
(A) ‘‘THAT:
- (a) subject to paragraph (b) of this Resolution, a general mandate be and is hereby generally and unconditionally given to the directors of the Company (‘‘Directors’’) to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with additional ordinary shares of the Company (‘‘Shares’’) and to
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make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers during or after the Relevant Period (as hereinafter defined).
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(b) the aggregate number of Shares to be allotted, issued and dealt with pursuant to the general mandate granted herein, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantee as specified in such scheme or similar arrangement of Shares or rights to acquire the Shares; or (iii) an issue of Shares upon the exercise of subscription rights or conversion rights attaching to any warrants or convertible notes which may be issued by the Company or any of its subsidiaries; or (iv) an issue of Shares pursuant to any scrip dividend or similar arrangement providing for allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the articles of association of the Company (‘‘Articles’’), shall not exceed 20% of the number of the issued Shares of the Company as at the date of passing of this Resolution, and the said approval shall be limited accordingly; and
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(c) for the purpose of this Resolution:
‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles and the applicable laws of the Cayman Islands to be held; or
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(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and
‘‘Rights Issue’’ means an offer of Shares, options, warrants, bonds, debentures, notes or other securities giving the right to subscribe for or convertible into Shares, open for a period fixed by the Directors to the holders of Shares, or any class of shares or other securities of the Company, whose names appear on the register of members of the Company (and, where appropriate, to holders of such other class of shares or other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate, such other class of shares or other securities of the Company) as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional
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entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).’’
(B) ‘‘THAT:
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(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase ordinary shares of the Company (‘‘Shares’’) on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other stock exchange on which the Shares may be listed and recognised by The Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
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(b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the number of the issued Shares of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and
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(c) for the purposes of this Resolution, ‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company and the applicable laws of the Cayman Islands to be held; or
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(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.’’
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(C) ‘‘THAT subject to the passing of Ordinary Resolutions nos.4(A) and 4(B) set out in the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional ordinary shares of the Company (‘‘Shares’’) pursuant to the Ordinary Resolution no.4(A) set out in the notice convening this meeting be and is hereby extended by the addition thereto of the aggregate number of Shares
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of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution no.4(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares of the Company as at the date of passing of this Resolution.’’
By Order of the Board Huayi Tencent Entertainment Company Limited Raymond HAU Company Secretary
Hong Kong, 14 April 2021
Notes:
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The Register of Members of the Company will be temporarily closed from 14 May 2021 to 20 May 2021, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the attendance at the Company’s annual general meeting to be held on Thursday, 20 May 2021, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 13 May 2021.
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Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
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In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting.
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Completion and return of the form of proxy will not preclude members from attending and voting at the aforesaid meeting and in such event, the form of proxy will be deemed to be revoked.
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If the venue for the AGM is being closed on the date of AGM due to the outbreak of the COVID-19, the AGM will stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Board may determine. The Company will make further announcement in case of an AGM adjournment.
As at the date hereof, the Board comprises executive directors: Mr. CHENG Wu (Vice Chairman), Mr. YUEN Hoi Po (CEO) and independent non-executive directors: Dr. WONG Yau Kar David, GBS, JP, Mr. YUEN Kin, Mr. CHU Yuguo.
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PRECAUTIONARY MEASURES FOR THE 2021 AGM
To safeguard the health and safety of persons of 2021 AGM, various precautionary measures introduced by The Government of the Hong Kong Special Administrative Region in accordance with the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Chapter 599G of the Laws of Hong Kong), as amended from time to time, will be implemented with a view to minimising risks of virus infection and spreading:
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Compulsory body temperature check will be taken for all persons entering the meeting venue, and those with high body temperature (over 37.2 degrees Celsius) will not be allowed to enter the meeting venue;
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Requiring all persons entering the meeting venue to wear a surgical face mask. Please note that no surgical face masks will be provided at the meeting venue;
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Sanitising hands before entering the meeting venue;
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Implementing a social distancing layout for the meeting venue. As a result, only a limited number of seats will be provided;
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No food or drink allowed; and
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No corporate gift will be distributed.
Persons are requested to observe and practise good personal hygiene at all times at the meeting venue. The Company reserves the right to deny entry into the meeting venue or require any person to leave the meeting venue pursuant to Chapter 599G of the Laws of Hong Kong (as amended from time to time) so as to ensure the health and safety of the persons at the 2021 AGM.
In line with the advices issued by Centre for Health Protection, the Company strongly recommends Shareholders to exercise their rights to vote at the 2021 AGM by appointing the chairman of the 2021 AGM as their proxies and to return their forms of proxy as early as possible, instead of attending the 2021 AGM in person.
In case of shutting down of meeting venue due to the developments of COVID-19, shareholders are advised to check the Stock Exchange’s website at www.hkexnews.hk or the Company’s website at www.huayitencent.com for further announcements and updates on the 2021 AGM arrangements that may be issued.
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