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Ever Sunshine Services Group Limited — Proxy Solicitation & Information Statement 2019
Dec 8, 2019
50327_rns_2019-12-08_699cf187-2abf-44e2-9c9e-55707ac81701.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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Ever Sunshine Lifestyle Services Group Limited 永升生活服務集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1995)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Ever Sunshine Lifestyle Services Group Limited (the “ Company ”) will be held at No.2 Conference Room, 9/F., Building 39 Henderson CIFI Centre, 1088 Nong, Shen Hong Road, Minhang District, Shanghai, the PRC on Monday, 30 December 2019 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT
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(a) the property management services master agreement dated 11 November 2019 entered into between the Company and CIFI Holdings (Group) Co. Ltd. (the “ 2019 CIFI Property Management Services Master Agreement ”) and the transactions contemplated thereunder as set out in the circular of the Company (the “ Circular ”) dated 9 December 2019 be and are hereby confirmed and approved;
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(b) the proposed annual caps in relation to the transactions contemplated under the 2019 CIFI Property Management Services Master Agreement for each of the three years ending 31 December 2022 as set out in the Circular be and are hereby approved; and
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(c) the directors of the Company (the “ Directors ”) be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the 2019 CIFI Property Management Services Master Agreement and the transactions contemplated thereunder (including the proposed annual caps therefor) respectively.”
By order of the Board
Ever Sunshine Lifestyle Services Group Limited Lin Zhong Chairman
Hong Kong, 9 December 2019
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Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Principal place of business in Hong Kong 40th Floor, Sunlight Tower No. 248 Queen’s Road East Wanchai, Hong Kong
Notes:
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(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.
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(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
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(iii) In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the EGM (i.e. before 10:00 a.m. on Saturday, 28 December 2019) or any adjournment thereof. The completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM (or any adjourned meeting thereof) if they so wish.
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(iv) The register of members of the Company will be closed from Monday, 23 December 2019 to Monday, 30 December 2019, both days inclusive, to determine the entitlement of the shareholders of the Company to attend and vote at the EGM, during which period no share transfers will be registered. All share transfer documents together with the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 20 December 2019.
As at the date of this notice, the executive Directors are Mr. LIN Zhong and Mr. ZHOU Hongbin, the non-executive Directors are Mr. LIN Feng and Mr. GE Ming; and the independent non-executive Directors are Mr. MA Yongyi, Mr. WANG Peng and Mr. CHEUNG Wai Chung.
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