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Eminence Enterprise Limited — Proxy Solicitation & Information Statement 2023
Jan 20, 2023
49340_rns_2023-01-20_d754e3e6-253a-43af-a344-d395ec941eda.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 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.
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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 “ Eminence SGM ”) of Eminence Enterprise Limited (“ Eminence ”) 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, 15 February 2023 at 9:00 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed with or without amendments, as an ordinary resolution of Eminence:
ORDINARY RESOLUTION
“ THAT :
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(a) the acquisition by Eminence of the Sale Companies pursuant to the terms and conditions of the Sale and Purchase Agreements (copies of which are produced to the Eminence SGM and initialled by the chairman of the Eminence SGM for the purpose of identification) and the transactions contemplated thereunder including but not limited to the issue of the 2023 Convertible Note and the Conversion Shares referred to therein be and are hereby approved, confirmed and ratified;
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(b) subject to and conditional upon the fulfillment of the conditions in the Sale and Purchase Agreements, the issue of the Conversion Shares on exercise of the Conversion Rights attached to the 2023 Convertible Note be and is hereby approved; and
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(c) any one or two of the Eminence Directors be and is or are hereby authorised for and on behalf of Eminence and in its name to sign and execute or procure the signature and execution of all such documents, instruments and agreements, and do all such acts, matters and things as he or she or they may in his or her or their absolute discretion consider(s) necessary, desirable or expedient for the purposes of or in connection with executing, implementing, completing and giving effect to the Sale and Purchase
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Agreements and the transactions contemplated thereunder (including but not limited to the issue of the Conversion Shares on exercise of the Conversion Rights attached to the 2023 Convertible Note).”
Terms defined in the joint circular of Eminence and Easyknit International Holdings Limited dated 21 January 2023 to the Eminence Shareholders are used in this resolution with those defined meanings.
By order of the Eminence Board EMINENCE ENTERPRISE LIMITED Lai Law Kau
Chairman and Chief Executive Officer
Hong Kong, 21 January 2023
Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Block A, 7th Floor Hamilton HM 11 Hong Kong Spinners Building, Phase 6 Bermuda 481−483 Castle Peak Road Cheung Sha Wan Kowloon Hong Kong
Notes:
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A blue proxy form for use at the Eminence SGM is enclosed herewith.
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Any shareholder of Eminence (“ Eminence Shareholder ”) entitled to attend and vote at the Eminence SGM convened by the above notice is entitled to appoint another person as his or her proxy to attend and vote instead of him or her. An Eminence Shareholder who is the holder of two or more shares of Eminence (“ Eminence Share(s) ”) may appoint more than one proxy to represent him or her and on his or her behalf at the Eminence SGM. A proxy need not be an Eminence Shareholder. In addition, a proxy or proxies representing either an Eminence Shareholder who is an individual or an Eminence Shareholder which is a corporation shall be entitled to exercise the same power on behalf of the Eminence Shareholder which he or she or they represent(s) as such Eminence Shareholder could exercise.
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Where there are joint registered holders of any Eminence Share, any one of such persons may vote at the Eminence SGM, either personally or by proxy, in respect of such Eminence Share as if he or she was solely entitled thereto; but if more than one of such joint holders be present at the Eminence SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of Eminence (the “ Register of Members ”) in respect of such Eminence Share shall alone be entitled to vote in respect thereof.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his or her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer, attorney or other person duly authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
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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 that power or authority shall be deposited at Eminence’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than forty-eight (48) hours before the time for holding the Eminence SGM or any adjourned meeting thereof (as the case may be) at which the person named in the instrument proposes to vote and, in default, the instrument of proxy shall not be treated as valid.
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For determining the entitlement to attend and vote at the Eminence SGM, the Register of Members will be closed from Friday, 10 February 2023 to Wednesday, 15 February 2023 (both dates inclusive), during which period no transfer of the Eminence Shares will be effected. In order to qualify to attend and vote at the Eminence SGM, all transfers forms of the Eminence Shares accompanied by the relevant share certificates must be lodged with Eminence’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Thursday, 9 February 2023, for registration.
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Delivery of an instrument appointing a proxy shall not preclude an Eminence Shareholder from attending and voting in person at the Eminence SGM or any adjournment thereof (as the case may be) or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.
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All resolution(s) set out in this notice will be taken by poll at the Eminence SGM.
As at the date of this notice, the Eminence Board comprises Mr. Lai Law Kau, Ms. Lui Yuk Chu and Mr. Kwong Jimmy Cheung Tim as executive Eminence Directors; and Mr. Kan Ka Hon, Mr. Lau Sin Ming and Mr. Wu Koon Yin Welly as independent non-executive Eminence Directors.
In case of any inconsistency, the English version of this notice shall prevail over the Chinese version.
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