i-Cable Communications Limited — Proxy Solicitation & Information Statement 2019

Apr 7, 2019

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.

==> picture [98 x 51] intentionally omitted <==

i-CABLE COMMUNICATIONS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1097)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of i-CABLE Communications Limited (the ‘‘Company’’) will be held at 3:00 p.m. on Thursday, 25 April 2019 at Salon 5– 6, JW Marriott Ballroom (Level 3), JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company (unless otherwise indicated, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 8 April 2019 (the ‘‘Circular’’)):

ORDINARY RESOLUTIONS

1. ‘‘THAT:

   • (a) the issue by way of rights of no more than 4,759,215,117 new shares of the Company (‘‘Rights Shares’’) by way of Rights Issue (the ‘‘Rights Issue’’) at HK$0.100 per Rights Share on the basis of every three (3) Rights Shares for every four (4) existing shares of the Company (the ‘‘Shares’’) held by the shareholders (the ‘‘Qualifying Shareholders’’) of the Company whose names appear on the register of members of the Company as at the close of business on 8 May 2019 (or such other date as may be determined by the directors of the Company (‘‘Directors’’)) (the ‘‘Record Date’’) other than those shareholders (the ‘‘NonQualifying Shareholders’’) of the Company whose names appear on the register of members of the Company as at the close of business on the Record Date and whose addresses as shown on the register of members of the Company are outside Hong Kong, whom the Directors, based on legal advice provided by legal advisers in the relevant jurisdictions, consider it necessary or expedient to exclude from the Rights Issue, on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, and substantially on the terms and conditions set out in the circular of the Company dated 8 April 2019 (a copy of which marked ‘‘A’’ is produced to the meeting and initialled by the chairman of the meeting for the purpose of identification) and such other terms and conditions as may be determined by the Directors, be and is hereby approved and the Directors be and are hereby authorised to issue and allot such Rights Shares by way of rights and otherwise on

– 1 –

the terms set out in such document, and the placing agreement dated 8 April 2019 entered into between the Company and the Bookrunner (‘‘Placing Agreement’’) in relation to the placing of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares at the placing price of at least equal to the total of the Subscription Price and the estimated expenses per Unsubscribed Rights Share or NQS Unsold Rights Share on a best effort basis (a copy of the Placing Agreement marked ‘‘B’’ is produced to the meeting and initialled by the chairman of the meeting for the purpose of identification), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• (b) the board of Directors (the ‘‘Board’’) or a committee thereof be and is/are hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue notwithstanding that the same may be offered, allotted or issued otherwise than pro-rata to the Qualifying Shareholders and, in particular, the Board may make such exclusions or other arrangements in relation to the Non-Qualifying Shareholders as it may deem necessary or expedient having regard to the legal restrictions under the laws of, or the requirements of the relevant regulatory body or stock exchange in, any territory outside Hong Kong; and

• (c) any one or more Directors be and is/are hereby authorised to take such actions, do all such acts and things and execute all such further documents or deeds as he/they may, in his/their absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to or the completion of any matters relating to the Rights Issue, the Placing Agreement, and the transactions contemplated thereunder.’’

1. ‘‘THAT:

   • a. the Subscription Agreement dated 25 January 2019 entered into between the Company and Forever Top (Asia) Limited (the ‘‘LCS Subscription Agreement’’) pursuant to which Company has conditionally agreed to issue and Forever Top (Asia) Limited has conditionally agreed to subscribe for the unlisted long-term convertible bonds (‘‘LCS’’) in the principal amount of the difference between HK$660 million and the aggregate gross proceeds raised in the Rights Issue and, in any event, shall not be more than HK$660 million subject to the terms and conditions thereof, be and is hereby approved, confirmed and ratified, and all the transactions contemplated under the LCS Subscription Agreement be and are hereby approved, confirmed and ratified and that the Board be and is hereby authorised to make changes or amendments to the LCS Subscription Agreement as it may in its absolute discretion think fit (a copy of the LCS Subscription Agreement marked ‘‘C’’ is produced to the meeting and initialled by the chairman of the meeting for the purpose of identification);

   • b. the Directors be and are hereby granted a specific mandate to exercise powers of the Company to allot and issue such number of Shares as may be required to be allotted and issued upon exercise of the conversion rights attaching to the LCS; and

– 2 –

• c. any one or more Directors be and is/are hereby authorised to take such actions, do all such acts and things and execute all such further documents or deeds as he/they may, in his/their absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to the LCS Subscription Agreement and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.’’

By Order of the Board i-CABLE COMMUNICATIONS LIMITED Kwok Chi Kin Company Secretary

Hong Kong, 8 April 2019

Registered office:

8th Floor, Cable TV Tower,

9 Hoi Shing Road, Tsuen Wan, Hong Kong

Notes:

• (1) Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.

• (3) In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited with the share registrars of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

• (4) The register of members of the Company will be closed from Wednesday, 17 April 2019 to Thursday, 25 April 2019 (both days inclusive) to determine the entitlement to attend and vote at the above meeting. During such period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the above meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Tuesday, 16 April 2019 for registration.

• (5) Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• (6) Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

– 3 –

As at the date of this notice, the Board comprises ten Directors, namely Tan Sri Dato ’ David Chiu (Chairman), Dr. Cheng Kar-Shun, Henry (Vice-chairman), Dr. Cheng Chi-Kong, Adrian, Mr. Tsang On Yip, Patrick and Mr. Hoong Cheong Thard as non-executive Directors, Mr. Andrew Wah Wai Chiu as an executive Director, and Mr. Lam Kin-Fung, Jeffrey, Dr. Hu Shao Ming Herman, Mr. Luk Koon Hoo, Roger and Mr. Tang Sing Ming Sherman as an independent non-executive Directors.

– 4 –