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Furniweb Holdings Limited — Proxy Solicitation & Information Statement 2019
May 29, 2019
51464_rns_2019-05-29_2cef74d8-c693-443a-8b2f-4e0f34036cec.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.
FURNIWEB HOLDINGS LIMITED 飛霓控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8480)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Furniweb Holdings Limited (the “ Company ”) will be held at Arcadia II, Level 3, Hotel Armada Petaling Jaya, Lorong Utara C, Section 52, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Wednesday, 19 June 2019 at 10:30 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT
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(a) the conditional sale and purchase agreement dated 12 March 2019 (the ‘‘ Sale and Purchase Agreement ”) entered into among the Company as purchaser, Triumph Star Global Limited as vendor (the “ Vendor ”) and Jim Ka Man as guarantor in relation to the sale and purchase of the entire issued share capital of Meinaide Holdings Group Limited (the “ Acquisition ”) for a total consideration of HK$140,000,000 (a copy of which has been marked “A” and is produced to the EGM and signed by the chairman of the EGM for identification purpose) and all the transactions contemplated thereunder be and are hereby ratified, confirmed and approved;
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(b) the allotment and issue of 56,000,000 new ordinary shares (the “ Consideration Shares ”) of HK$0.10 each in the share capital of the Company to the Vendor or its nominee for full settlement of the consideration payable by the Company to the Vendor for the Acquisition pursuant to the terms and conditions of the Sale and Purchase Agreement be and is hereby approved; and
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- (c) any one or more director(s) of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents (and to affix the common seal of the Company thereon, if necessary) which he/she/they consider necessary, desirable or expedient to implement or give effect to the Sale and Purchase Agreement and the transactions contemplated thereunder (including but not limited to the allotment and issue of the Consideration Shares).”
By order of the Board FURNIWEB HOLDINGS LIMITED Dato’ Lim Heen Peok Chairman
Hong Kong, 30 May 2019
Registered office: Headquarters: Cricket Square, Hutchins Drive Lot 1883, Jalan KPB9 PO Box 2681 Kg. Bharu Balakong Grand Cayman KY1-1111 43300 Seri Kembangan Cayman Islands Selangor Malaysia
Principal place of business in Hong Kong: 31st Floor, 148 Electric Road North Point Hong Kong
Notes:
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A member entitled to attend and vote at the EGM may appoint a proxy to attend and, on a poll, vote on his behalf and such proxy need not be a member of the Company. A form of proxy for use at the EGM is enclosed.
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In order to be valid, the form of proxy, together with any power of attorney or authority under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than Monday, 17 June 2019 at 10:30 a.m. or any adjournment thereof.
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Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM convened or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.
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The proposed ordinary resolution set out in this notice will be voted by the shareholders of the Company and by way of a poll.
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The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
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In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto. If more than one of such joint holders are present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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The record date for determining the entitlement of the shareholders of the Company to attend and vote at the EGM will be Thursday, 13 June 2019. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 13 June 2019.
As at the date of this announcement, the non-executive Directors are Dato’ Lim Heen Peok (the chairman) and Mr. Yang Guang, the executive Directors are Mr. Cheah Eng Chuan, Mr. Tan Chuan Dyi, Dato’ Lua Choon Hann and Mr. Qu Weidong, and the independent non-executive Directors are Mr. Ho Ming Hon, Dato’ Sri Wee Jeck Seng and Dato’ Sri Dr. Hou Kok Chung.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this announcement misleading.
This announcement will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting. This announcement will also be posted on the Company’s website at http://www.furniweb.com.my.
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