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KWG Group Holdings Limited — Proxy Solicitation & Information Statement 2018
Jan 23, 2018
50188_rns_2018-01-23_17e4d541-d188-4254-aded-241a4149d1f6.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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KWG PROPERTY HOLDING LIMITED 合 景 泰 富 地 產 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1813)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of KWG Property Holding Limited (the ‘‘Company’’) will be held at Studio 3&5, 7th Floor, W Hong Kong, 1 Austin Road West, Kowloon, Hong Kong on Friday, 9 February 2018 at 3: 00 p.m. for the following purposes:
Ordinary Business
‘‘THAT conditional upon The Stock Exchange of Hong Kong Limited granting approval of the listing of and permission to deal in the shares falling to be issued pursuant to the exercise of any options granted under the share option scheme referred to in the circular dispatched to the shareholders on the same day as this notice, the terms of which are set out in the printed document marked ‘‘A’’ now produced to the Meeting and for the purpose of identification signed by the Chairman hereof (the ‘‘Share Option Scheme’’), the Share Option Scheme be approved and adopted to be the share option scheme of the Company and that the Directors of the Company be authorised to grant options thereunder and to allot and issue shares pursuant to the Share Option Scheme and take all such steps as may be necessary or desirable to implement such Share Option Scheme.’’
By Order of the Board KWG Property Holding Limited Kong Jian Min Chairman
Hong Kong, 24 January 2018
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Principal place of business in Hong Kong: Suite 7506, Level 75 International Commerce Centre 1 Austin Road West Kowloon, Hong Kong
Notes:
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(i) Any member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company.
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(ii) Where there are joint registered holders of any shares of the Company, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint persons be present at the meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of such shares of the Company shall alone be entitled to vote in respect thereof.
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(iii) 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 notarised copy thereof must be deposited at the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.
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(iv) Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the EGM must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the chairman of the EGM will demand a poll for each and every resolution put forward at the EGM pursuant to the Articles unless the abovementioned reason arises.
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(v) A circular containing the information regarding, inter alia, the proposed adoption of the new share option scheme will be sent to the shareholders of the Company.
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(vi) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
As at the date of this announcement, the Board comprises eight Directors, of which Mr. Kong Jian Min (Chairman), Mr. Kong Jian Tao, Mr. Kong Jian Nan, Mr. Li Jian Ming and Mr. Tsui Kam Tim are executive Directors; and Mr. Lee Ka Sze, Carmelo JP, Mr. Tam Chun Fai and Mr. Li Bin Hai are independent non-executive Directors.
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