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Future World Holdings Limited — Proxy Solicitation & Information Statement 2020
Jun 11, 2020
49306_rns_2020-06-11_092612c6-9947-4e53-9eeb-c97a340df361.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearings 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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FUTURE WORLD FINANCIAL HOLDINGS LIMITED 未來世界金融控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 572)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the shareholders of Future World Financial Holdings Limited (the “ Company ”) will be held at Unit 3711, 37/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Tuesday, 30 June 2020 at 11:15 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTION
“ THAT subject to the fulfilment of all the conditions (the “ Conditions ”) set out in the section headed “Letter from the Board – Proposed Share Consolidation – Conditions of the Share Consolidation” in the circular of the Company dated 12 June 2020:
- (a) every twenty (20) issued and unissued ordinary shares and preference shares of HK$0.001 each in the share capital of the Company be consolidated into one (1) share of HK$0.02 each (each a “ Consolidated Share ”) in the share capital of the Company (the “ Share Consolidation ”), so that the authorised share capital of the Company of HK$250,000,000 divided into 249,480,000,000 ordinary shares of HK$0.001 each and 520,000,000 preference shares of HK$0.001 each becomes HK$250,000,000 divided into 12,474,000,000 ordinary shares of HK$0.02 each and 26,000,000 preference shares of HK$0.02 each, be and is hereby approved;
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(b) such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges as regards dividend, capital, redemption, attendance at meetings, voting, etc. and be subject to the restrictions in respect of the ordinary shares or the preference shares (as the case may be) contained in the articles of association of the Company;
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(c) all fractional Consolidated Shares will be disregarded and will not be issued to the holders of the existing shares of HK$0.001 each in the share capital of the Company but all fractional Consolidated Shares will be aggregated, sold and retained for the benefit of the Company, if possible and applicable; and
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(d) any one of the directors of the Company (each a “ Director ”) be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/ they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Share Consolidation.”
By order of the Board Future World Financial Holdings Limited Wang Fei Chairman
Hong Kong, 12 June 2020
Registered office: Head office and principal place Cricket Square of business: Hutchins Drive Unit 3711, 37/F P.O. Box 2681 West Tower, Shun Tak Centre Grand Cayman KY1-1111 168-200 Connaught Road Central Cayman Islands Hong Kong
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Notes:
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A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, subject to provisions of the Articles, to vote on his/her/its behalf. A proxy needs not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
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A form of proxy for use at the EGM is enclosed with the circular of the Company dated 12 June 2020. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he/she/it so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
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In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of authority must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
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In the case of joint holders of Shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she/it was solely entitled thereto, but if more than one such joint holders are present at the EGM 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 Shares shall alone be entitled to vote in respect thereof.
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The register of members of the Company will be closed from Tuesday, 23 June 2020 to Tuesday, 30 June 2020 (both dates inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, all relevant transfer documents accompanied by the relevant Share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, 22 June 2020 for registration.
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If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the EGM may be postponed. The Company will publish an announcement on the website of the Company and on the website of the Stock Exchange at http://www.hkexnews.hk to notify shareholders of the Company of the date, time and venue of the rescheduled.
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PRECAUTIONARY MEASURES FOR THE EGM
Please refer to page 1 of the circular of the Company dated 12 June 2020 for the measures being taken to prevent and control the spread of the COVID-19 at the EGM, including but not limited to:
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(1) Compulsory body temperature check
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(2) Compulsory wearing of surgical face mask
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(3) Maintaining a safe distance between seats
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(4) No provision of refreshments or beverages
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(5) No distribution of coupons for subsequent consumption
Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the EGM venue.
In light of the continuing risks posed by the COVID-19 and as part of the Company’s control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the shareholders of the Company to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified above, instead of attending the EGM in person.
As at the date of this notice, the Board comprises (i) seven executive Directors, namely Mr. Wang Fei, Mr. Liang Jian, Mr. Yu Zhenzhong, Mr. Cai Linzhan, Mr. Lau Fai Lawrence, Mr. Siu Yun Fat and Mr. Yu Qingrui; and (ii) five independent non-executive Directors, namely Mr. Chen Pei, Mr. Siu Siu Ling, Robert, Mr. Tam Tak Wah, Mr. Wang Ning and Mr. Zheng Zongjia.
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