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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2022
May 30, 2022
49495_rns_2022-05-30_50e5db93-91e4-43c6-aa35-ba788b7230d0.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 the extraordinary general meeting (‘‘EGM’’) 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 Tuesday, 21 June 2022 at 10:05 a.m. (or immediately after the conclusion of the annual general meeting of the Company (‘‘AGM’’) to be held at the same venue and on the same day, or any adjournment thereof) to consider and, if thought fit, pass with or without modification, the following resolution as ordinary resolution of the Company:
ORDINARY RESOLUTION
1. ‘‘THAT:
subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the listing of and permission to deal in the shares of the Company to be issued and allotted pursuant to the exercise of options granted under the new share option scheme of the Company (the ‘‘New Share Option Scheme’’), the rules of which are set out in the document marked ‘‘A’’ produced to the meeting and for the purposes of identification signed by any one Director or the company secretary of the Company thereof, the New Share Option Scheme be and is hereby approved and adopted and with effect from the date of the New Share Option Scheme becoming unconditional and coming into effect, and the directors of the Company be and are hereby authorised to grant options and to allot, issue and deal with the Shares pursuant to the exercise of any option granted thereunder and to take such steps and do all acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme.’’
and to consider and, if thought fit, pass with or without modification, the following resolution as special resolution of the Company:
SPECIAL RESOLUTION
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‘‘THAT:
- (A) the proposed amendments to the existing amended and restated articles of association of the Company (the ‘‘Proposed Amendments’’), the details of which are set out in Appendix II to the circular of the Company dated 31 May 2022, be and are hereby approved;
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(B) the second amended and restated articles of association of the Company (the ‘‘Amended and Restated Articles of Association’’), which contains all the Proposed Amendments and a copy of which has been produced to this meeting and marked ‘‘B’’ and initialled by the chairman of the meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the existing amended and restated articles of association of the Company with immediate effect; and
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(C) any director or company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Amended and Restated Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong.’’
By Order of the Board Huayi Tencent Entertainment Company Limited Raymond HAU Company Secretary
Hong Kong, 31 May 2022
Notes:
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The Register of Members of the Company will be temporarily closed from 16 June 2022 to 21 June 2022, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the attendance at the AGM and the EGM to be held on Tuesday, 21 June 2022, 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 15 June 2022.
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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 EGM is being closed on the date of EGM due to the outbreak of the COVID-19, the EGM 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 EGM 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 EGM
To safeguard the health and safety of persons of EGM, 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 EGM.
In line with the advices issued by Centre for Health Protection, the Company strongly recommends Shareholders to exercise their rights to vote at the EGM by appointing the chairman of the EGM as their proxies and to return their forms of proxy as early as possible, instead of attending the EGM 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 of Hong Kong Limited’s (the “Stock Exchange”) website at www.hkexnews.hk or the Company’s website at www.huayitencent.com for further announcements and updates on the EGM arrangements that may be issued.
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