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Eminence Enterprise Limited — Proxy Solicitation & Information Statement 2018
Feb 9, 2018
49340_rns_2018-02-09_f4627cce-bf95-4f5e-882b-5d08118c6ac7.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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EMINENCE ENTERPRISE LIMITED 高山企業有限公司
(Incorporated in Bermuda with limited liability)
- (Stock Code: 616)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Eminence Enterprise Limited (the “ Company ”) will be held at Block A, 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, on Wednesday, 7 March 2018, at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT :
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(a) subject to paragraph (b) below, the disposal by the Company and/or its subsidiaries of all or partial of a total of 686,523 shares in Hong Kong Exchanges and Clearing Limited (each “ HKEx Share ”) currently held by the subsidiaries of the Company as at the date of this notice of the Meeting during the Relevant Period be and is hereby approved;
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(b) no disposal of HKEx Shares pursuant to the authority granted under this ordinary resolution shall be made unless:
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(i) the price per HKEx Share at which such disposal is made shall be equal to or exceed HK$183 per HKEx Share;
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(ii) the HKEx Shares to be disposed of shall be sold on-market through The Stock Exchange of Hong Kong Limited; and
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(iii) for the purpose of this ordinary resolution, the Relevant Period means a 12-month period from the date of passing of this ordinary resolution by the shareholders at the special general meeting of the Company.
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- (c) the directors of the Company be and are hereby authorized to execute all such documents, instruments and agreements and do all such acts, matters and things as they may in their absolute discretion consider necessary, desirable or expedient for the purposes of or in connection with implementing, completing and giving effectto any such disposal as they may in their absolute discretion consider necessary or desirable with full power to authorize any other person to do so in the name of and as the act of the Company.”
By Order of the Board EMINENCE ENTERPRISE LIMITED Kwong Jimmy Cheung Tim Chairman and Chief Executive Officer
Hong Kong, 12 February 2018
Registered office: Head office and principal place of business in Hong Kong: Clarendon House Block A, 7th Floor 2 Church Street Hong Kong Spinners Building, Phase 6 Hamilton HM 11 481-483 Castle Peak Road Bermuda Cheung Sha Wan Kowloon Hong Kong
Notes:
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer or attorney duly authorised.
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Any shareholder of the Company entitled to attend and vote at the Meeting (or adjournment thereof) shall be entitled to appoint another person as his proxy 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, the proxy form, together with 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 deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting.
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The register of members of the Company will be closed from Friday, 2 March 2018 to Wednesday, 7 March 2018 (both dates inclusive), during such period no transfer of shares of the Company will be effected. In order to qualify to attend and vote at the Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Thursday, 1 March 2018.
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Completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened and in such event, the proxy form will be deemed to be revoked.
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- Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, whether in person or by proxy, the most senior shall alone be entitled to vote. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.
As at the date hereof, the Board comprises Mr. Kwong Jimmy Cheung Tim and Ms. Lui Yuk Chu as executive directors, and Mr. Kan Ka Hon, Mr. Lau Sin Ming, Mr. Foo Tak Ching and Mr. Wu Koon Yin Welly as independent non-executive directors.
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