i-Cable Communications Limited — Proxy Solicitation & Information Statement 2023

Aug 31, 2023

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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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 other than the annual general meeting (‘‘EGM’’) of the shareholders of i-CABLE Communications Limited (the ‘‘Company’’) will be held at 3:00 p.m. on Thursday, 28 September 2023 at The GalaMuse, Unit 1001 & 07, 08, Level 10, K11 ATELIER, Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong to consider thought fit, pass with or without amendments, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT

• (a) the seven Offers to Lease (as defined in the circular of the Company dated 1 September 2023) accepted on 21 July 2023 between CABLE NETWORK COMMUNICATIONS LIMITED (‘‘CNCL’’), a wholly-owned subsidiary of the Company, as tenant, and New Tech Centre Limited, 5G CTVT 04 Limited, 5G CTVT 05 Limited, 5G CTVT 06 Limited and 5G CTVT 07 Limited, as landlords (the ‘‘Landlords’’), in respect of following premises:

  • (i) Factories 1, 2, 3 and 4, Ground Floor of Cable TV Tower, No.9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong;

  • (ii) 4th Floor of Cable TV Tower, No.9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong;

  • (iii) 5th Floor of Cable TV Tower, No.9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong;

  • (iv) 6th Floor of Cable TV Tower, No.9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong;

  • (v) 7th Floor of Cable TV Tower, No.9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong;

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• (vi) Portion of 12th Floor of Cable TV Tower, No.9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong; and

• (vii) Storeroom 3 of the Top Roof at Cable TV Tower, No.9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong

(collectively, the ‘‘Premises’’),

a copy of each has been produced at the EGM respectively marked ‘‘A1’’, ‘‘A2’’, ‘‘A3’’, ‘‘A4’’, ‘‘A5’’, ‘‘A6’’, and ‘‘A7’’ and signed by the chairman of the EGM for the purpose of identification, and the execution thereof and implementation of the transactions contemplated thereunder (including but not limited to the execution and performance of each Closing Documents (as defined in the circular of the Company dated 1 September 2023 (the ‘‘Circular’’)), be and are hereby approved, confirmed and ratified;

• (b) the Allowance Offer Letter (as defined in the Circular) accepted on 21 July 2023 between CNCL, as tenant, and the Landlords, as landlords, in respect of the appointment of CNCL as the exclusive agent to carry out at and to the Premises the fitting out works and tenant improvement works, and to choose and purchase movable and immovable items associated with the business operation of the tenant and/or the Group (as defined in the Circular) at the Premises, a copy of which has been produced at the EGM marked ‘‘B’’ and signed by the chairman of the EGM for the purpose of identification, and the execution thereof and implementation of the transactions contemplated thereunder (including but not limited to the execution and performance of the Allowance Agreement (as defined in the Circular), be and are hereby approved, confirmed and ratified; and

• (c) the directors of the Company are hereby authorised to do all such acts and/or things and/or execute for and on behalf of the Company all such documents incidental to, ancillary to or in connection with matters contemplated in or relating to the Offers to Lease and the Allowance Offer Letter and all transactions contemplated thereunder as they may in their absolute discretion consider necessary, desirable or expedient to give effect to the Offers to Lease and the Allowance Offer Letter and the implementation of all transactions contemplated thereunder and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interest of the Company.’’

By Order of the Board

i-CABLE Communications Limited Lau Yee Wa

Company Secretary

Hong Kong, 1 September 2023

Registered office:

7th Floor, Cable TV Tower 9 Hoi Shing Road Tsuen Wan Hong Kong

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Notes:

1. Any shareholder entitled to attend and vote at the EGM shall be entitled to appoint another person as his/ her proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote on the same occasion.

2. A form of proxy for use at the EGM is enclosed. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude members from attending and voting at the EGM or any adjournment thereof (as the case may be) should they so wish and in such event, the form of proxy shall be deemed to be revoked.

3. A form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under seal or under the hand of an officer or attorney duly authorised to sign the same.

4. Where there are joint holders of any share(s), any one of such persons may attend and vote at the EGM, either in person or by proxy in respect of such share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the EGM or any adjournment thereof (as the case may be), the more senior shall alone be entitled to vote, whether in person or by proxy. 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.

5. On a poll, every shareholder present at the EGM shall be entitled to one vote for every fully paid-up share of which he/she is the holder. The result of such poll shall be deemed to be the resolution of the EGM at which the poll was so required or demanded.

6. The register of members of the Company will be closed from Monday, 25 September 2023 to Thursday, 28 September 2023, both days inclusive, during which period no transfer of shares will be registered. In order to determine the identity of the shareholders who are entitled to attend and vote at the EGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Friday, 22 September 2023.

7. If a Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or ‘‘extreme conditions caused by a super typhoon’’ announced by the Government is/are in force at 1:00 p.m. on the date of the meeting, the meeting will be postponed or adjourned. The Company will post an announcement on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company’s website (www.i-cablecomm.com) to notify the Shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the Board comprises ten Directors, namely Dr. Cheng KarShun, Henry (Chairman) as non-executive Director; Mr. Tsang On Yip, Patrick (ViceChairman), Mr. Lie Ken Jie Remy Anthony Ket Heng, Mr. To Chi Hak (Chief Executive Officer) and Dr. Luk Wai Ki Elvis as executive Directors; Ms. Ng Yuk Mui Jessica as nonexecutive Director; and Mr. Lam Kin Fung Jeffrey, Prof. Hu Shao Ming Herman, Mr. Luk Koon Hoo, Roger and Mr. Tang Sing Ming Sherman as independent non-executive Directors.

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