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HKBN Ltd. Proxy Solicitation & Information Statement 2023

Apr 4, 2023

49841_rns_2023-04-04_d0e26113-8579-4aa7-8c16-5caa0b90ed15.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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HKBN Ltd. 香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1310)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of HKBN Ltd. (the “ Company ”) will be held at 10:00 a.m. on Friday, 28 April 2023, at Awesome Space, 14th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong for the following purposes. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 6 April 2023 (the “ Circular ”).

ORDINARY RESOLUTIONS

  1. That :

    • (a) the Amended Co-Ownership Plan IV of the Company constituted by the amended and restated rules (including the Scheme Mandate Limit for new Shares to be allotted and issued as Award Shares pursuant to the granting and vesting of the RSUs according to the terms and conditions of the Amended Co-Ownership Plan IV) adopted by the board of Directors of the Company be and is hereby approved; and

    • (b) any one or more of the Directors be and are hereby authorised to sign or execute such other documents or supplemental agreements or deeds on behalf of the Company and to do all such things and take all such actions as considered to be necessary or desirable for the purpose of giving effect to the implementation of the Amended Co-Ownership Plan IV.”

  2. That conditional upon ordinary resolution numbered 1 set out above being duly passed, the grant(s) and award(s) of RSUs and Award Shares to Mr. Chu Kwong YEUNG in accordance with the terms of the Amended Co-Ownership Plan IV up to his maximum entitlement as set forth in the Circular be and is hereby approved and any Director be and is hereby authorised to take any step and execute such other documents as he/she consider necessary or desirable to carry out or give effect to or otherwise in connection with the grant(s) and award(s) of RSUs and Award Shares to Mr. Chu Kwong YEUNG.”

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  1. That conditional upon ordinary resolution numbered 1 set out above being duly passed, the grant(s) and award(s) of RSUs and Award Shares to Mr. Ni Quiaque LAI in accordance with the terms of the Amended Co-Ownership Plan IV up to his maximum entitlement as set forth in the Circular be and is hereby approved and any Director be and is hereby authorised to take any step and execute such other documents as he/she consider necessary or desirable to carry out or give effect to or otherwise in connection with the grant(s) and awards(s) of RSUs and Award Shares to Mr. Ni Quiaque LAI.”

By Order of the Board HKBN Ltd. Bradley Jay HORWITZ Chairman

Hong Kong, 6 April 2023

Principal Place of Business in Hong Kong:

12th Floor, Trans Asia Centre

18 Kin Hong Street, Kwai Chung New Territories Hong Kong

Notes:

  • (1) Any member of the Company entitled to attend, speak and vote at the EGM may appoint another person as his/her/its proxy to attend, speak and vote instead of him/her/it. A member may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.

  • (2) Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share of the Company as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint holders.

  • (3) In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof or, in the case of a member which is a corporation, under its seal or the hand of an officer or attorney duly authorised, must be delivered to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  • (4) The register of members of the Company will be closed from Tuesday, 25 April 2023 to Friday, 28 April 2023, both days inclusive, during which period no transfer of shares will be registered. All transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Monday, 24 April 2023 in order to establish the identity of the shareholders who are entitled to attend and vote at the EGM (“ Entitlement to EGM ”). The record date for the Entitlement to EGM will be on Friday, 28 April 2023.

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As at the date of this announcement, the Board comprises:

Executive Directors Independent Non-executive Directors Mr. Chu Kwong YEUNG Mr. Bradley Jay HORWITZ (Chairman) Mr. Ni Quiaque LAI Ms. Edith Manling NGAN, MH Mr. Stanley CHOW Non-executive Directors Mr. Yee Kwan Quinn LAW, SBS, JP Mr. Agus TANDIONO Ms. Shengping YU Alternate Director Mr. Zubin Jamshed IRANI Mr. Hongfei YU (alternate to Ms. Shengping YU)

Where the English and the Chinese texts conflict, the English text prevails.

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