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Maoyan Entertainment — Proxy Solicitation & Information Statement 2025
Apr 29, 2025
50247_rns_2025-04-29_ea961358-a40e-4dff-bbab-ed8753e1cbef.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.

中国联通
China unicom
CHINA UNICOM (HONG KONG) LIMITED
中國聯合網絡通信(香港)股份有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 762)
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 29 May 2025 at 10:00 a.m. at Level 5, Island Shangri-La Hotel, Two Pacific Place, Supreme Court Road, 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:
- To receive and consider the financial statements and the Reports of the Directors and of the Independent Auditor for the year ended 31 December 2024.
- To declare a final dividend for the year ended 31 December 2024.
- To re-elect Directors and to authorise the Board of Directors to fix the remuneration of the Directors.
- To re-appoint Deloitte Touche Tohmatsu as the auditor of the Group for Hong Kong financial reporting purposes, and to authorise the Board of Directors to fix their remuneration for the year ending 31 December 2025.
And as Special Business, to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
- "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 (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;
(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 (excluding Treasury Shares, if any) 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.”
- “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, 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, options and awards 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 award 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 or purchase of shares under the awards granted under any share 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 (excluding Treasury Shares, if any) 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 (excluding Treasury Shares, if any) 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.
Any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of Treasury Shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.”
- “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
Chan Ngar Wai
Company Secretary
Hong Kong, 29 April 2025
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Notes:
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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.
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Details of the resolutions stated above are set out in the 2024 annual report and the circular dated 29 April 2025 of the Company.
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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, Computershare Hong Kong Investor Services 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.
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The Directors have recommended a final dividend for the year ended 31 December 2024 of RMB0.1562 per share (the "2024 Final Dividend") and subject to the passing of the Resolution 2 above, the 2024 Final Dividend is expected to be paid in Hong Kong dollars on or about 25 June 2025 to those shareholders whose names appear on the Company's register of shareholders on 6 June 2025.
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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 2024 Final Dividend, the register of members of the Company will be closed for registration of transfer of shares. Details of such closures are set out below:
(1) For ascertaining the shareholders' rights to attend and vote at the Annual General Meeting (and any adjournment thereof):
| Latest time to lodge transfer documents for registration | 4 : 30 p.m. of 21 May 2025 |
|---|---|
| Closure of register of members | From 22 May 2025 to 29 May 2025 |
| Record date | 22 May 2025 |
(2) For ascertaining the shareholders' entitlement to the 2024 Final Dividend:
| Latest time to lodge transfer documents for registration | 4 : 30 p.m. of 5 June 2025 |
|---|---|
| Closure of register of members | 6 June 2025 |
| Final dividend record date | 6 June 2025 |
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 2024 Final Dividend, all transfers, accompanied by the relevant certificates, must be lodged with the Company's Share Registrar, Computershare Hong Kong Investor Services 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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In relation to the Ordinary Resolution set out in item 3 of the Notice, Mr. Wang Junzhi, Mr. Chung Shui Ming Timpson and Mrs. Law Fan Chiu Fun Fanny will retire at the Annual General Meeting and, being eligible, offer themselves for re-election.
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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.
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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.
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The Annual General Meeting’s attendance is subject to the capacity limit of the venue.
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If Shareholders have any questions relating to the arrangement of Annual General Meeting, please contact the Company’s Share Registrar.
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
Tel: 852 2862 8555
Fax: 852 2865 0990
Website: www.computershare.com/hk/contact
As at the date of this announcement, the board of directors of the Company comprises:
Executive directors : Chen Zhongyue, Jian Qin, Wang Junzhi and Li Yuzhuo
Independent non-executive directors : Cheung Wing Lam Linus, Chung Shui Ming Timpson, Law Fan Chiu Fun Fanny and Fan Chun Wah Andrew
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