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IGG Inc Proxy Solicitation & Information Statement 2020

Jun 7, 2020

49471_rns_2020-06-07_8bc633fa-3ae4-4d29-b127-8ce1ed371314.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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IGG INC

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 799)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of IGG Inc (the “ Company ”) will be held at 24/F, Admiralty Centre Tower I, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 30 June 2020 at 11:00 a.m. (or immediately after the annual general meeting of the Company to be held on the same day at 10:30 a.m. and at the same place is concluded or adjourned) to consider and, if thought fit, pass the following resolution as a special resolution:

SPECIAL RESOLUTION

  1. THAT :

    • (a) the proposed amendments to the current amended and restated memorandum of association and articles of association of the Company (the “ Proposed Amendments ”), the details of which are set out in Appendix I to the circular of the Company dated 8 June 2020, be and are hereby approved;

    • (b) the second amended and restated memorandum of association and articles of association of the Company (the “ Second Amended and Restated Memorandum and Articles of Association ”), which contains all the Proposed Amendments and a copy of which has been produced to this meeting and marked “A” and initialled by the chairman of the meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the current amended and restated memorandum of association and articles of association of the Company with immediate effect; and

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  • (c) any Director or company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Second Amended and Restated Memorandum and Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in Hong Kong and the Cayman Islands.”

Yours faithfully, For and On behalf of the Board IGG INC Zongjian Cai Chairman

Hong Kong, 8 June 2020

As at the date of this notice, the Board comprises five executive Directors, namely, Mr. Zongjian Cai, Mr. Yuan Xu, Mr. Hong Zhang, Ms. Jessie Shen and Mr. Feng Chen; one non-executive Director, namely, Mr. Yuan Chi; and three independent non-executive Directors, namely, Dr. Horn Kee Leong, Mr. Dajian Yu and Ms. Zhao Lu.

Registered Office:

P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands

Headquarters and principal place of business in Singapore:

80 Pasir Panjang Road, #18-84 Mapletree Business City, Singapore 117372

Principal place of business in Hong Kong:

40/F, Sunlight Tower, 248 Queen’s Road East, Wanchai, Hong Kong

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Notes:

  • (1) Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies (if such member is the holder of two or more shares) to attend and to vote instead of them. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the extraordinary general meeting and vote in person. In such event, his form of proxy shall be deemed to be revoked.

  • (2) Where there are joint 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 were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and 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.

  • (3) 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 certified copy of such power or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, 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 meeting or adjourned meeting.

  • (4) According to Rule 13.39(4) of the Listing Rules and Article 66 of the articles of association of the Company, the voting at the EGM will be taken by poll.

  • (5) The Register of Members of the Company will be closed from Tuesday, 23 June 2020 to Tuesday, 30 June 2020, both days inclusive, during which period no transfer of shares will be effected. In order to determine the entitlement to attend and vote at the EGM, all share certificates with completed transfer forms, either overleaf or separately, 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, for registration not later than 4:30 p.m. on Monday, 22 June 2020.

  • (6) In view of the outbreak of COVID-19 pandemic, shareholders are strongly encouraged to appoint the chairman of the EGM as proxy to attend and vote on his/her behalf at the meeting or adjourned meeting.

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