Maoyan Entertainment — AGM Information 2021

Apr 8, 2021

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 Hong Kong with limited liability)

(Stock Code: 0762)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of China Unicom (Hong Kong) Limited (the ‘‘Company’’) will be held on 13 May 2021 at 11: 00 a.m. at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong and China Unicom Building, 21 Financial Street, Xicheng District, Beijing, P.R.C. concurrently by electronic means, for the following purposes:

AS ORDINARY BUSINESS:

1. To receive and consider the financial statements and the Reports of the Directors and of the Independent Auditor for the year ended 31 December 2020.

2. To declare a final dividend for the year ended 31 December 2020.

3. To re-elect Directors and to authorise the Board of Directors to fix the remuneration of the Directors.

4. To appoint Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified Public Accountants LLP as the auditors of the Group for Hong Kong financial reporting and U.S. financial reporting purposes, respectively, and to authorise the Board of Directors to fix their remuneration for the year ending 31 December 2021.

And as Special Business, to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

   • (a) subject to paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase shares in the capital of the Company including any form of depositary receipts representing the right to receive such shares (the ‘‘Shares’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange in accordance with all applicable laws including the Code on Share Buy-backs and the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’) as amended from time to time be and is hereby generally and unconditionally approved;

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• (b) the aggregate number of Shares which may be purchased or agreed conditionally or unconditionally to be purchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the Shares in issue at the date of passing this Resolution, and the said approval shall be limited accordingly;

• (c) for the purpose of this Resolution:

‘‘Relevant Period’’ means the period from the passing of this Resolution until the earlier of:

  - (i) the conclusion of the next annual general meeting of the Company; 

  - (ii) the expiry of the period within which the next annual general meeting of the Company is required by the Company’s articles of association (the ‘‘Articles of Association’’) or the Companies Ordinance to be held; and 

  - (iii) the revocation or variation of the authority given to the Directors under this Resolution by ordinary resolution of the Company’s shareholders in general meeting.’’ 

1. ‘‘THAT:

   • (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and are hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

   • (c) the aggregate number of Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of options granted under any share option scheme adopted by the Company or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association, shall not exceed the aggregate of: (1) 20% of the total number of Shares in issue at the date of passing this Resolution, plus (2) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of Shares bought back by the Company subsequent to the passing of this Resolution (up to a maximum number equivalent to 10% of the total number of Shares in issue at the date of passing this Resolution), and the said approval shall be limited accordingly; and

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• (d) for the purpose of this Resolution:

‘‘Relevant Period’’ means the period from the passing of this Resolution until the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiry of the period within which the next annual general meeting of the Company is required by the Articles of Association or the Companies Ordinance to be held; and

• (iii) the revocation or variation of the authority given to the Directors under this Resolution by ordinary resolution of the Company’s shareholders in general meeting; and

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares on such record date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory applicable to the Company) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.’’

1. ‘‘THAT the Directors be and are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of Resolution 6 in respect of the share capital of the Company referred to in sub-paragraph (2) of paragraph (c) of such resolution.’’

By Order of the Board of China Unicom (Hong Kong) Limited Yung Shun Loy Jacky Company Secretary

Hong Kong, 8 April 2021

Notes:

1. In light of the COVID-19 pandemic, the Company will implement certain precautionary measures at the AGM in the interests of the health and safety of our shareholders, directors, staff and other participants of the AGM, which include without limitation:

   • (i) requiring all attendees of the AGM be subject to body temperature screening;

   • (ii) requiring all attendees of the AGM to wear surgical mask before they are permitted to attend, and during their attendance of the AGM;

   • (iii) no distribution of souvenir and no refreshment will be served by the Company at the AGM this year; and (iv) any other additional precautionary measures in accordance with the prevailing requirements or guidelines of the Government and/or regulatory authorities, or as considered appropriate in light of the development of the COVID-19 pandemic.

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Should anyone seeking to attend the AGM decline to comply with these precautionary measures or has fever-like or otherwise unwell symptoms, the Company reserves the right to refuse such person’s admission to the AGM.

Shareholders are kindly reminded that subject to the situation of COVID-19 pandemic at the time of the AGM, the attendance at the AGM may pose a health risk to the attendees. Shareholders should assess for themselves whether they should attend in person. In addition, seating at the AGM venue will be arranged so as to allow for appropriate social distancing. As a result, there will be limited capacity for shareholders to attend the AGM. The Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding. Shareholders may consider appointing the chairman of the AGM as his/her proxy to vote on the resolutions, instead of attending the AGM in person.

Due to the constantly evolving COVID-19 pandemic situation, the Company may be required to change the AGM arrangements at short notice. Shareholders are advised to check the Company’s website at www.chinaunicom.com.hk and The Stock Exchange of Hong Kong Limited’s website at www.hkexnews.hk for future announcements and updates on the AGM arrangements.

1. Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf. The proxy needs not be a member of the Company.

2. Details of the resolutions stated above are set out in the 2020 annual report and the circular dated 8 April 2021 of the Company.

3. In order to be valid, a proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s share registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at least 48 hours before the time for holding the Annual General Meeting. Completion and return of a proxy form will not preclude a member from attending and voting in person if he/she is subsequently able to be present.

4. The Directors have recommended a final dividend for the year ended 31 December 2020 of RMB0.164 per share (the ‘‘2020 Final Dividend’’) and subject to the passing of the Resolution 2 above, the 2020 Final Dividend is expected to be paid in Hong Kong dollars on or about 16 June 2021 to those shareholders whose names appear on the Company’s register of shareholders on 24 May 2021.

5. For the purpose of ascertaining the shareholders’ rights to attend and vote at the Annual General Meeting (and any adjournment thereof), and entitlement to the 2020 Final Dividend, the register of members of the Company will be closed. Details of such closures are set out below:

   • (1) For ascertaining the shareholders’ rights to attend and vote at the Annual General Meeting:

	Latest time to lodge transfer documents for registration	4: 30 p.m. of 5 May 2021
	Closure of register of members	From 6 May 2021 to 13 May 2021
	Record date	6 May 2021
(2)	For ascertaining the shareholders’ entitlement to the 2020 Final Dividend:
	Latest time to lodge transfer documents for registration	4: 30 p.m. of 21 May 2021
	Closure of register of members	24 May 2021
	Record date	24 May 2021

During the above closure periods, no transfer of shares will be registered. To be eligible to attend and vote at the Annual General Meeting, and to qualify for the 2020 Final Dividend, all transfers, accompanied by the relevant certificates, must be lodged with the Company’s Share Registrar, Hong Kong Registrars Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, by no later than the aforementioned latest times.

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1. In relation to the Ordinary Resolution set out in item 3 of the Notice, Mr. Chen Zhongyue, Mr. Zhu Kebing, Mr. Wong Wai Ming and Mr. Chung Shui Ming Timpson will retire at the Annual General Meeting and, being eligible, offer themselves for re-election.

2. All resolutions proposed at the Annual General Meeting will be voted by poll. The poll results will be published on the Company’s and The Stock Exchange of Hong Kong Limited’s websites after the Annual General Meeting.

3. Shareholders are suggested to call our Share Registrar’s hotline at (852) 2862 8648 for arrangements of the Annual General Meeting in the event, such as a No. 8 (or above) typhoon or black rainstorm warning signal is hoisted or ‘‘extreme conditions after super typhoon’’ announced by the Government is in force in Hong Kong on the day of the Annual General Meeting. Shareholders should decide on their own whether they would attend the Annual General Meeting under bad weather conditions bearing in mind their own situation.

4. If Shareholders have any questions relating to the arrangement of Annual General Meeting, please contact the Company’s Share Registrar.

Hong Kong Registrars Limited 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong E-mail: hkinfo@computershare.com.hk Tel: 852 2862 8688 Fax: 852 2865 0990

As at the date of this announcement, the board of directors of the Company comprises:

• Executive directors : Wang Xiaochu, Chen Zhongyue, Li Fushen, Zhu Kebing and Fan Yunjun

Independent non-executive : Cheung Wing Lam Linus, Wong Wai Ming, Chung Shui directors Ming Timpson and Law Fan Chiu Fun Fanny

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