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Damai Entertainment Holdings Limited Proxy Solicitation & Information Statement 2021

Jan 19, 2021

49655_rns_2021-01-19_55d53c8e-4d08-4155-8823-4533ac7362d4.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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(Incorporated in Bermuda with limited liability)

(Stock Code: 1060)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “Meeting”) of Alibaba Pictures Group Limited (the “Company”) will be held at Holiday Inn Express Hong Kong Causeway Bay, Meeting Room I & II, 7/F., 33 Sharp Street East, Causeway Bay, Hong Kong on Friday, February 5, 2021 at 10:30 a.m. for the purposes of considering and, if thought fit, passing (with or without amendments) the following ordinary resolution:

ORDINARY RESOLUTION

  1. THAT :

    • i. the Supplemental Agreement (as defined in the circular of the Company dated January 21, 2021 of which this notice forms part (the “Circular”)) (a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder, and the implementation thereof be and are hereby approved, confirmed and ratified;

    • ii. the New Caps (as defined in the Circular) for the respective financial years ending on March 31, 2021, 2022 and 2023 be and are hereby approved; and

    • iii. any one director of the Company (or one director and the secretary of the Company or any two directors of the Company or such other person (including a director of the Company) or persons as the board of directors of the Company (the “Board”) may appoint, in the case of execution of documents under seal) be and is/are hereby authorized for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things which he/she/they consider necessary, desirable

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or expedient for the purpose of, or in connection with the implementation of and giving effect to the Supplemental Agreement and the transactions contemplated thereunder including the affixing of common seal thereon.”

By Order of the Board Alibaba Pictures Group Limited Lew Aishan Nicole Company Secretary

Hong Kong, January 21, 2021

Registered office: Head Office and Principal Place Clarendon House of Business in Hong Kong: 2 Church Street 26/F, Tower One, Times Square Hamilton HM 11 1 Matheson Street Bermuda Causeway Bay Hong Kong

Notes:

  1. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company (the “Shares”) may appoint more than one proxy to represent him to attend and vote on his behalf.

  2. Where there are joint registered holders of any Share, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such Share as if he was solely entitled thereto; but if more than one of such joint registered holders are present at the Meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of the joint holding shall alone be entitled to vote in respect of such Share.

  3. To be valid, the form of proxy, duly completed and signed in accordance with the instructions printed thereon, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the office of the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries 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 or any adjournment thereof. The completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

  4. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the Meeting will be Monday, February 1, 2021. All transfers of Shares accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Monday, February 1, 2021.

  5. All voting by the members at the Meeting shall be conducted by way of poll.

As at the date of this announcement, the Board comprises Mr. Fan Luyuan, Mr. Li Jie and Mr. Meng Jun, being the executive directors; Mr. Xu Hong, being the non-executive director; and Ms. Song Lixin, Mr. Tong Xiaomeng and Mr. Johnny Chen, being the independent non-executive directors.

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