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KLN Logistics Group Limited — Proxy Solicitation & Information Statement 2019
May 3, 2019
49356_rns_2019-05-03_812d9acb-b9c9-4163-ac8b-cb730a1462d7.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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(Incorporated in the British Virgin Islands and continued into Bermuda as an exempted company with limited liability)
Stock Code 636
NOTICE OF SPECIAL GENERAL MEETING
NOTICEISHEREBYGIVEN thatthespecialgeneralmeeting(the“ SGM ”)oftheshareholdersofKerryLogistics Network Limited (the “ Company” ) will be held at Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road,Tsimshatsui East, Kowloon, Hong Kong at 3:15 p.m.on Friday, 31 May 2019 (or as soonthereafter asthe annual general meeting of the Company to be held at the same place and on the same date at 2:30 p.m. shall have been concluded or adjourned) for the following purposes. Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the circular of the Company dated 6 May 2019 (the “ Circular” ).
To consider, and if thought fit, passing with or without modification the following resolutions as ORDINARY RESOLUTIONS :
“THAT:
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1 each of entering into SPA I and any other ancillary documents and the transactions contemplated thereunder be and is hereby approved, confirmed and authorised; and each of the Directors and the company secretary of the Company be and is hereby authorised to take any and all actions as he or she deems appropriate on behalf of the Company to consummate the transactions contemplated under SPA I; and
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2 each of entering into SPA II and any other ancillary documents and the transactions contemplated thereunder be and is hereby approved, confirmed and authorised; and each of the Directors and the company secretary of the Company be and is hereby authorised to take any and all actions as he or she deems appropriate on behalf of the Company to consummate the transactions contemplated under SPA II.”
By order of the Board LEE Pui Nee Company Secretary
Hong Kong, 6 May 2019
Corporate Headquarters and Principal Place of Business in Hong Kong:
16/F, Kerry Cargo Centre 55 Wing Kei Road Kwai Chung New Territories Hong Kong
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Notes:
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(a) The register of members of the Company will be closed fromTuesday, 28 May 2019 to Friday, 31 May 2019 (both days inclusive), during which period no transfer of shares in the Company can be registered. In order to qualify for attending the SGM, all properly completed share transfer forms, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 27 May 2019.
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(b) Any shareholder of the Company entitled to attend and vote at the SGM is entitled to appoint up to two individuals as his or her proxies to attend and vote on his or her behalf. A proxy need not be a shareholder of the Company.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 such power or authority, must be deposited with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the SGM or any adjourned meeting.
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(c) Completion and return of theform of proxy will not preclude a member of theCompanyfrom attending and voting in person at theSGM or any adjournment thereof if he/she so desires and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.
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(d) Inthe caseof joint registered holdersof anyShares, anyoneof such persons mayvote attheSGM (or at any adjournmentthereof), either personally or by proxy, in respect of such Share(s) as if he or she were solely entitled thereto; but if more than one joint registered holder is present at the SGM, whether in person or by proxy, that one of the joint registered holders whose name stands first on the register of members in respect of the relevant joint holding shall, to the exclusion of other joint holders, be entitled to vote in respect thereof.
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(e) IfTyphoon Signal No. 8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force any time after 6:00 a.m. on the date of the SGM, then the SGM will be postponed and the shareholders will be informed of the date, time and venue of the rescheduled meeting by a supplementary notice posted on the websites of the Company and the Stock Exchange.
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(f) The SGM will be held as scheduled when anAmber or Red RainstormWarning Signal is in force. Shareholders should decide on their own whethertheywould attendtheSGM under badweather condition bearing in mindtheirown situations and iftheydo so,they are advised to exercise care and caution.
As at the date of this announcement, the Directors of theCompany are:
Executive Directors:
MrYEOGeorgeYong-boon, Mr MAWing KaiWilliam, Mr KUOK Khoon Hua and Mr NG Kin Hang
Non-executive Director:
MrCHIN SiuWa Alfred
Independent Non-executive Directors:
Ms KHOO Shulamite N K, MrWAN KamTo, MsWONGYu Pok Marina, MrYEO Philip Liat Kok and Mr ZHANGYi Kevin
Thisannouncement is publishedonthewebsitesofThe Stock Exchangeof Hong Kong Limited (www.hkexnews.hk)and theCompany (www.kerrylogistics.com).
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