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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED Proxy Solicitation & Information Statement 2016

Jun 10, 2016

49495_rns_2016-06-10_0d17d7a0-2d22-4861-91fb-6eb9a78b2cc1.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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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ 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, Wan Chai, Hong Kong on Tuesday, 5 July 2016 at 2:30 p.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution:

ORDINARY RESOLUTION

THAT ,

  • (i) the investment agreement dated 23 March 2016 entered into among the Company, HB Entertainment Co., Ltd., Ms. Bo Mi Moon and HB Corporation in relation to the subscription by the Company of 23,334 convertible preferred shares in HB Entertainment Co., Ltd. and the acquisition by the Company of an aggregate of 46,666 shares in HB Entertainment Co., Ltd. from Ms. Bo Mi Moon and HB Corporation (the “ Investment Agreement ”) (a copy of which has been produced to the Meeting and marked “A” and signed by the chairman of the Meeting for the purpose of identification) and all the incidental transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

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  • (ii) any one director or (if affixing of seal is required) any two directors or one director and the company secretary of the Company be and are hereby authorized for and on behalf of the Company to do all things and acts and sign, execute, perfect, deliver (including under seal where applicable) and to authorise the signing, executing, perfecting and delivering (including under seal where applicable) of all documents which he/she may in his/her discretion consider necessary, desirable or expedient in connection with or/to implement and/or give effect to the Investment Agreement and the transactions contemplated thereunder and to agree to such variation, amendment or waiver of a non-material nature as he/she may in his/her discretion consider to be desirable and in the interests of the Company.”

On behalf of the Board

Huayi Tencent Entertainment Company Limited WANG Zhongjun Chairman

Hong Kong, 13 June 2016

As at the date of this announcement, the Board comprises:

Executive directors: Mr. WANG Zhongjun (Chairman), Mr. LAU Seng Yee (Vice Chairman), Mr. WANG Zhonglei, Mr. LIN Haifeng, Ms. WANG Dongmei, Mr. YUEN Hoi Po

Independent non-executive directors: Dr. WONG Yau Kar David, BBS, JP, Mr. YUEN Kin, Mr. CHU Yuguo

Notes:

  • (i) A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not be a member of the Company.

  • (ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons 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.

  • (iii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the company’s share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not less than 48 hours before the time appointed for holding the meeting.

  • (iv) Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjournment thereof if he/she so desires. If a member attends the meeting after having deposited the form of proxy, his/her form of proxy will be deemed to have been revoked.

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