Eminence Enterprise Limited — Proxy Solicitation & Information Statement 2019

Dec 16, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

==> picture [31 x 40] intentionally omitted <==

==> picture [46 x 39] intentionally omitted <==

==> picture [38 x 40] intentionally omitted <==

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 Monday, 6 January 2020, at 9:00 a.m., for the purpose of considering and, if thought fit, passing the following resolutions, which will be proposed with or without amendments, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the granting by The Stock Exchange of Hong Kong Limited of the listing of, and permission to deal in, the issued shares of the Company (the “ Shares ”) consolidated in the manner as set out in paragraph (a) of this resolution below:

2. (a) with effect from Wednesday, 8 January 2020, every twenty (20) existing Shares in the issued share capital of the Company be consolidated into one (1) consolidated share (a “ Consolidated Share ”) (the “ Share Consolidation ”);

3. (b) all of the Consolidated Shares resulting from the Share Consolidation shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the bye-laws of the Company;

4. (c) all fractional Consolidated Shares shall be disregarded and not be issued to the shareholders of the Company and any fractions of Consolidated Shares be aggregated and, if possible, sold by an agent appointed by the Company for that purpose and the net proceeds retained for the benefit of the Company; and

5. (d) the directors of the Company be and are hereby authorised to approve, sign and execute such documents and take any and all steps, and to do and/or procure to be done any and all acts and things which in their opinion may be necessary, desirable or expedient to implement and carry into effect this resolution”.

– 1 –

2. “ THAT

• (a) subject to and conditional upon the passing of the resolution numbered 1 in the notice of the Meeting of the Company dated 17 December 2019 and conditional upon fulfillment of the conditions of the Underwriting Agreement (as defined below), the Rights Issue (as defined below) and transactions contemplated thereunder be and are hereby approved;

• (b) the underwriting agreement in respect of the Rights Issue (as defined below) dated 4 November 2019 and made between the Company and Get Nice Securities Limited (the “ Underwriting Agreement ”) (a copy of which has been produced to the Meeting of the Company marked “A” and signed by the chairman of the Meeting of the Company for the purpose of identification) and transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (c) subject to the fulfillment of the conditions set out in the Underwriting Agreement, the allotment and issue of not less than 745,166,408 shares and not more than 879,833,072 shares in the share capital of the Company (the “ Rights Shares ”) by way of rights to the shareholders of the Company (the “ Shareholders ”) at the subscription price of HK$0.483 per Rights Share on the basis of four (4) Rights Shares for every one (1) Consolidated Share held by the Shareholders whose names appear on the register of members of the Company on Wednesday, 15 January 2020 (the “ Record Date ”) as described in further details in a circular issued by the Company dated 17 December 2019 and on and subject to such other terms and conditions as may be determined by the directors of the Company (the “ Directors ”) (the “ Rights Issue ”) be and is hereby approved, confirmed and ratified;

• (d) the Directors be and are hereby authorised to allot and issue the Rights Shares pursuant to the Rights Issue notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing Shareholders and, in particular but without prejudice to the generality of the foregoing, the Directors may make such exclusions or other arrangements in relation to any Shareholders whose addresses as of the Record Date are outside of Hong Kong (if any) as they deem necessary or expedient 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, and to do all such acts and things as they consider necessary, desirable or expedient to give effect to any or all other transactions contemplated in this resolution; and

– 2 –

• (e) the Directors be and are hereby authorised to approve, sign and execute such documents and take any and all steps, and to do and/or procure to be done any and all acts and things which in their opinion may be necessary, desirable or expedient to implement and carry into effect this resolution”.

By Order of the Board EMINENCE ENTERPRISE LIMITED Kwong Jimmy Cheung Tim Chairman and Chief Executive Officer

Hong Kong, 17 December 2019

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Block A, 7th Floor Hong Kong Spinners Building, Phase 6 481–483 Castle Peak Road Cheung Sha Wan Kowloon Hong Kong

Notes:

1. A form of proxy for use at the Meeting is enclosed herewith.

2. 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 seal or under the hand of any officer or attorney duly authorised.

3. Any shareholder of the Company entitled to attend and vote at the Meeting 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.

4. In order to be valid, the form of proxy, 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting.

– 3 –

1. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened and in such event, the form of proxy will be deemed to be revoked.

2. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the Meeting, either personally 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 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.

3. For the purpose of determining eligibility to attend and vote at the Meeting of the Company, the register of members will be closed from Tuesday, 31 December 2019 to Monday, 6 January 2020, both dates inclusive, during which period, no transfers of shares in the Company will be registered. In order for the holders 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 30 December 2019.

4. All votes at the Meeting of the Company shall be taken by poll.

5. 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 and Mr. Wu Koon Yin Welly as independent non-executive Directors.

– 4 –