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eprint Group Limited — Proxy Solicitation & Information Statement 2016
Jan 31, 2016
50240_rns_2016-01-31_f6e8c29c-4bee-4138-89c6-6b843007aa26.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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eprint GROUP LIMITED eprint 集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1884)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of eprint Group Limited (the “ Company ”) will be held at élan 120, 3rd Floor, L’Hotel élan, 38 Chong Yip Street, Kwun Tong, Kowloon, Hong Kong on Wednesday, 24 February 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:
1. “ THAT :
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(a) the following tenancy agreements all dated 14 December 2015 (the “ 2015 Tenancy Agreements ”):
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(i) nineteen tenancy agreements entered into between CTP Limited, as landlord, and Lucky Gainer Limited (“ Lucky Gainer ”), Promise Network Printing Limited (“ Promise Network ”) and e-banner Limited (“ e-banner ”), all are subsidiaries of the Company as tenants, copies of which are tabled at the Meeting and marked “A1” to “A19” and initialed by the chairman of the Meeting for identification purpose, for the leasing of a number of properties located in Kwun Tong Industrial Centre be and are hereby approved, confirmed and ratified;
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(ii) five tenancy agreements entered into between Promise Properties Limited, as landlord, and Lucky Gainer, as tenant, copies of which are tabled at the Meeting and marked “A20” to “A24” and initialed by the chairman of the Meeting for identification purpose, for the leasing of a number of properties located in Kwun Tong Industrial Centre be and are hereby approved, confirmed and ratified;
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- (iii) six tenancy agreements entered into between VVV Limited, as landlord, and Lucky Gainer and Promise Network, as tenants, copies of which are tabled at the Meeting and marked “A25” to “A30” and initialed by the chairman of the Meeting for identification purpose, for the leasing of a number of properties and a car park located in Kwun Tong Industrial Centre and one property in Chai Wan be and are hereby approved, confirmed and ratified;
- (iv) a tenancy agreement entered into between Profit More Rich Limited, as landlord, and Lucky Gainer, as tenant, a copy of which is tabled at the Meeting and marked “A31” and initialed by the chairman of the Meeting for identification purpose, for the leasing of a property located in Kwun Tong Industrial Centre be and is hereby approved, confirmed and ratified;
- (v) a tenancy agreement entered into between King Profit International Limited, as landlord, and Lucky Gainer and Promise Network, as tenants, a copy of which is tabled at the Meeting and marked “A32” and initialed by the chairman of the Meeting for identification purpose, for the leasing of a property and a car park located in Kwun Tong Industrial Centre be and is hereby approved, confirmed and ratified.
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(b) the annual caps under the 2015 Tenancy Agreements as set out in the circular of the Company dated 1 February 2016 (the “ Circular ”) for the three years ending 31 March 2019 be and are hereby approved and confirmed; and
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(c) any one director of the Company be and is hereby authorized to do all such acts or things and sign all documents deemed necessary by him/her to be incidental to, ancillary to or in connection with the matters contemplated under the 2015 Tenancy Agreements.”
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“ THAT :
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(a) the agreement dated 14 December 2015 (“ 2015 Master Supply Agreement ”) entered into between the Company, Wilson Printing Equipment Limited and Wilson (Hong Kong) Limited (collectively, the “ Sellers ”), a copy of which is tabled at the Meeting and marked “B” and initialed by the chairman of the Meeting for identification purpose, pursuant to which the Sellers shall supply the Products (as defined in the Circular) and provide the Services (as defined in the Circular) to the Company for the Printing Business (as defined in the Circular) be and is hereby approved, confirmed and ratified;
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(b) the annual caps under the 2015 Master Supply Agreement as set out in the Circular for the three years ending 31 March 2019 be and are hereby approved and confirmed; and
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(c) any one director of the Company be and is hereby authorized to do all such acts or things and sign all documents deemed necessary by him/her to be incidental to, ancillary to or in connection with the matters contemplated under the 2015 Master Supply Agreement.”
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“ THAT :
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(a) the agreement dated 1 April 2015 (“ Printing Services Agreement ”) entered into between Promise Network and 東莞市潤興呈品印刷有限公司(Dongguan Runxing Chengpin Printing Company Limited) (“ Runxing* ”) as supplemented by a supplemental agreement dated 1 November 2015, a copy of which is tabled at the Meeting and marked “C” and initialed by the chairman of the Meeting for identification purpose, pursuant to which Runxing agreed to provide the Printing Services (as defined in the Circular) be and is hereby approved, confirmed and ratified;
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(b) the caps under the Printing Services Agreement as set out in the Circular for the three months ending 31 March 2016 be and is hereby approved and confirmed; and
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(c) any one director of the Company be and is hereby authorized to do all such acts or things and sign all documents deemed necessary by him/her to be incidental to, ancillary to or in connection with the matters contemplated under the Printing Services Agreement.”
4. “ THAT :
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(a) the agreement dated 14 December 2015 (“ 2016 Printing Services Agreement ”) entered into between Promise Network and Runxing, a copy of which is tabled at the Meeting and marked “D” and initialed by the chairman of the Meeting for identification purpose, pursuant to which Runxing agreed to provide the Printing Services (as defined in the Circular) be and is hereby approved, confirmed and ratified
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(b) the annual caps under the 2016 Printing Services Agreement as set out in the Circular for the three years ending 31 March 2019 be and are hereby approved and confirmed; and
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- (c) any one director of the Company be and is hereby authorized to do all such acts or things and sign all documents deemed necessary by him/her to be incidental to, ancillary to or in connection with the matters contemplated under the 2016 Printing Services Agreement.”
By Order of the Board eprint Group Limited Fung Hong Keung Company Secretary
Hong Kong, 1 February 2016
Notes:
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Any member of the Company entitled to attend and vote at the meeting convened by this notice shall be entitled to appoint proxy to attend and vote in his stead in accordance with the articles of association of the Company. A proxy need not be a member of the Company but must be present in person to represent the member.
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A form of proxy for use at the above meeting is enclosed.
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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 certified copy thereof, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjournment thereof should they so wish.
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As at the date of this notice, the Board comprises two executive Directors, namely Mr. She Siu Kee William (Chairman) and Mr. Fung Hong Keung; four non-executive Directors, namely Mr. Chong Cheuk Ki, Mr. Lam Shing Kai, Mr. Leung Wai Ming and Mr. Deng Xiaen and three independent non-executive Directors, namely Dr. Lung Cheuk Wah, Mr. Chi Man Shing Stephen and Ms. Luk Mei Yan.
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for identification purpose only
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