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Macau Legend Development Limited Proxy Solicitation & Information Statement 2016

Dec 2, 2016

50086_rns_2016-12-01_9e3c5dc6-864f-40cf-ac87-3c7460fc7b54.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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Macau Legend Development Limited 澳 門 勵 駿 創 建 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1680)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of Macau Legend Development Limited (the ‘‘Company’’) will be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 11:00 a.m. on Thursday, 29 December 2016 or any adjournment of such meeting for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions:

‘‘AS SPECIAL RESOLUTIONS THAT:

  • (1) the amendments to the articles of association of the Company as set out in the circular of the Company dated 2 December 2016 (the ‘‘Circular’’) be and are hereby approved, confirmed and ratified, and the directors of the Company be and are hereby authorised, for and on behalf of the Company, to take all steps and do all acts and things as they consider to be necessary, appropriate or expedient in connection with and to implement or give effect to the Proposed Amendments (as defined in the Circular), and to execute all such other documents, instruments and agreements (including the affixation of the Company’s common seal) deemed by them to be incidental to, ancillary to or in connection with the Proposed Amendments; and

  • (2) subject to the approval of the above special resolution, the amended and restated articles of association containing the Proposed Amendments (as defined in the Circular), in the form tabled at the Meeting and initialed for identification purposes by the chairman of the Meeting, be and are hereby approved and adopted in substitution for and to the exclusion of the existing articles of association of the Company.’’

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‘‘AS ORDINARY RESOLUTIONS THAT:

  • (1) the Connected Procurement Agreements (including the Annual Caps under them) (as defined in the Circular) be and are hereby approved and confirmed, and the directors of the Company be and are hereby authorised, for and on behalf of the Company, to take all steps and do all acts and things as they consider to be necessary, appropriate or expedient in connection with and to implement or give effect to the transactions contemplated under the Connected Procurement Agreements, and to execute all such other documents, instruments and agreements (including the affixation of the Company’s common seal) deemed by them to be incidental to, ancillary to or in connection with the transactions contemplated under the Connected Procurement Agreements; and

  • (2) the Chong Son Construction Services Agreement (including the Annual Caps under it) (as defined in the Circular) be and is hereby approved and confirmed, and the directors of the Company be and are hereby authorised, for and on behalf of the Company, to take all steps and do all acts and things as they consider to be necessary, appropriate or expedient in connection with and to implement or give effect to the transactions contemplated under the Chong Son Construction Services Agreement, and to execute all such other documents, instruments and agreements (including the affixation of the Company’s common seal) deemed by them to be incidental to, ancillary to or in connection with the transactions contemplated under the Chong Son Construction Services Agreement.’’

By Order of the Board

Macau Legend Development Limited Chow Kam Fai, David

Co-chairman, executive director and chief executive officer

Hong Kong, 2 December 2016

Notes:

  • (a) Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more Shares (as defined in the Circular) may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

  • (b) In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting and any adjournment of such meeting. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

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  • (c) Where there are joint holders of any Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she/it were solely entitled to the Shares; but if more than one of such joint holders are present at the meeting and any adjournment of such meeting, the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this notice, the board of directors of the Company comprises four executive directors of the Company, namely, Mr Chow Kam Fai, David (Co-chairman and chief executive officer), Madam Lam Fong Ngo (Vice chairman), Mr Sheldon Trainor-DeGirolamo and Mr Chow Wan Hok, Donald; two non-executive directors of the Company, namely Mr Tong Ka Wing, Carl (Co-chairman) and Ms Ho Chiulin, Laurinda; and three independent non-executive directors of the Company, namely, Mr Fong Chung, Mark, Mr Xie Min and Madam Tam Wai Chu, Maria.

  • For identification purposes only

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