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Future World Holdings Limited — Proxy Solicitation & Information Statement 2021
Jul 22, 2021
49306_rns_2021-07-22_6c0e8ace-13b0-4cdd-b179-2911b2711a09.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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FUTURE WORLD HOLDINGS LIMITED
未來世界控股有限公司 (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 Future World Holdings Limited (the “ Company ”) will be held at 11:00 a.m. on Wednesday, 18 August 2021 at Unit 2218, 22/F, The Metropolis Tower, 10 Metropolis Drive, Hung Hom, Kowloon, Hong Kong 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
- (a) the disposals (the “ Disposals ”, each a “ Disposal ”) by the Company and/or its subsidiaries (collectively the “ Group ”) in tranches in the open market of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or in the off market by directly entering into contract note(s) with independent third party purchaser(s) or through block trades by entering into placing agreements with a licensed corporation to carry out Type 1 (dealing in securities) regulated activity under the Securities and Futures Ordinance, of up to 1,111,230,000 shares (“ Approved Sale Shares ”) of HK$0.01 (“ CMBC Shares ”) in the share capital of CMBC Capital Holdings Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the main board of the Stock Exchange (stock code: 1141) during the period of 12 months from the date of passing of this resolution (unless revoked or varied by ordinary resolution of the shareholders in general meeting of the Company) (the “ Mandate Period ”) be and are hereby approved subject to the following conditions:
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(i) each Disposal in the open market or in the off-market shall be at market price no more than 20% discount to the average of the closing price as quoted on the Stock Exchange for the five (5) consecutive trading days immediately before the date of each Disposal during the Mandate Period; and
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(ii) the minimum selling price of the Disposals shall be no less than HK$0.055 per CMBC Share; and
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(b) if and when there shall be any alteration to the nominal value of the CMBC Shares as a result of consolidation, subdivision or reclassification during the Mandate Period (“ Capital Changes ”), the number of Approved Sale Shares shall be adjusted accordingly and the minimum selling price per Approved Sale Shares shall be adjusted by multiplying HK$0.055 by the total number of CMBC Shares in issue immediately before the Capital Changes and divided by the total number of CMBC Shares in issue immediately thereafter;
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(c) any directors of the Company (the “ Directors ”) be and are hereby authorized and empowered to determine, decide, execute and implement with full discretion all matters relating to the Disposals from time to time during the Mandate Period, including but not limited to, the number of batches of disposals, the number of Approved Sale Shares to be sold in each disposal, the timing of each disposal, the manner of disposal or sales in the open market or in the off market, the target purchasers, and the selling price (subject to the parameters set out above) and to do all such acts and things, including but not limited to, execution of all documents which the Directors deem necessary, appropriate or desirable to implement and give full effect to the Disposal and the transactions contemplated thereunder or in connection with the exercise of the Disposal; and
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(d) the previous mandate for the disposal(s) of CMBC Shares as approved and passed by the shareholders on the extraordinary general meeting of the Company held on 4 August 2020 be terminated with effect from the date of passing this resolution.”
Yours faithfully, For and on behalf of the board of Directors of Future World Holdings Limited Liang Jian Chairman
Hong Kong, 23 July 2021
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Registered office: Head office and principal place of business Cricket Square in Hong Kong: Hutchins Drive Unit 2218, 22/F P.O. Box 2681 The Metropolis Tower Grand Cayman KY1-1111 10 Metropolis Drive Cayman Islands Hung Hom, Kowloon Hong Kong
Notes:
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A shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
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The form of proxy in the case of an individual shall be signed by the appointor or his attorney and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
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Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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If the form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.
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If no name is inserted in the space for the name of your proxy on the form of proxy, the chairman of the EGM will act as your proxy.
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To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East Wan Chai, Hong Kong, not less than 48 hours before the time for holding the EGM or any adjournment of such meeting.
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Personal Information Collection Statement: Your supply of Personal Data to the Company and/or the Company’s Registrars in Bermuda and Hong Kong in the form of proxy is on a voluntary basis. If you fail to provide sufficient information, we may not be able to process your appointment of proxy and instructions. “ Personal Data ” in this statement has the meaning defined under the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the “ PDPO ”), which may include but is not limited to the Personal Data you supplied to us in the form of proxy. Your Personal Data is collected for the purposes of processing and administration by the Company (or its Registrars in Bermuda and Hong Kong (as the case may be)) of proxies appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof) (the “ Purposes ”). The Personal Data may be retained for such period as may be necessary for our verification and record purposes. If you have provided Personal Data of individuals other than yourself in the form of proxy, you confirm that you have informed and sought the requisite consent from those individuals to the collection, use and disclosure of their Personal Data for the stated purposes. The Company may disclose or transfer the Personal Data to its subsidiaries, its Registrars, its agent, its contractor, and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the Personal Data or are otherwise relevant for the Purposes and need to receive the Personal Data. You have the right to request access to and/or correction of your Personal Data respectively in accordance with the provisions of the PDPO.
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The Chinese version of the notice is for reference only. Should there be any discrepancies, the English version will prevail.
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As at the date of this notice, the Board comprises (i) seven executive Directors, namely Mr. Liang Jian, Mr. Yu Zhenzhong, Mr. Cai Linzhan, Mr. Lau Fai Lawrence, Mr. Siu Yun Fat, Mr. Wang Fei and Mr. Yu Qingrui; and (ii) four independent non-executive Directors, namely Mr. Chen Pei, Mr. Siu Siu Ling, Robert, Mr. Tam Tak Wah and Mr. Zheng Zongjia.
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PRECAUTIONARY MEASURES FOR THE EGM
Please refer to page 1 of this circular 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 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.
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