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Multifield International Holdings Limited Proxy Solicitation & Information Statement 2020

Jun 29, 2020

49548_rns_2020-06-29_93ddb7e6-69d9-4188-96d5-9ec4bbf9bd27.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.

MULTIFIELD INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 898)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Multifield International Holdings Limited (the “ Company ”) will be held at Units 22-28, 25/F, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong, on Thursday, 23 July 2020 at 4:00 p.m. to consider and, if thought fit, pass the following ordinary resolution (with or without modifications):

ORDINARY RESOLUTION

  1. THAT

    • (a) the Master Agreement (the “ Master Agreement ”) dated 11 June 2020 entered into between the Company and Oriental Explorer Holdings Limited (“ Oriental Explorer ”) in relation to (i) the acquisition of Linkful Strategic Investment Limited by the Company; (ii) the disposal of Reach Profit Investments Limited by the Company; and (iii) the subscription of 1,181,836,004 shares in Oriental Explorer by the Company and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

    • (b) any director of the Company be and is hereby authorised to take any step and execute such documents as he considers necessary, desirable or expedient to carry out or give effect to the Master Agreement or the transactions contemplated thereunder.”

By order of the Board Lau Chi Yung, Kenneth Chairman

Hong Kong, 30 June 2020

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Notes:

  1. A member of the Company who is holder of two or more shares, and who is entitled to attend and vote at the SGM, is entitled to appoint more than one proxy to attend and vote on his/her behalf. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the SGM or any adjournment of the SGM. In such event, his/her form of proxy will be deemed to have been revoked.

  2. A form of proxy for the SGM is enclosed to the notice of the SGM. In order to be valid, the form of proxy together with the power of attorney, if any, under which it is signed, or a notarially certified copy of such power or authority must be lodged at the Company’s Hong Kong branch share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the SGM or any adjournment of the SGM.

  3. The register of members of the Company will be closed from Monday, 20 July 2020 to Thursday, 23 July 2020 (both dates inclusive) for the purposes of determining the entitlements of the members of the Company to attend and vote at the SGM. No transfer of the shares of the Company may be registered during the said period. In order to qualify for the aforesaid entitlements, all transfers must be lodged with the Company’s Hong Kong branch share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:30 p.m. on 17 July 2020, Friday.

  4. In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the above resolution will be voted by way of poll; shareholders of the Company who have material interests (within the meaning of the Listing Rules) in the transactions to be approved by the above resolution are required to abstain from voting in the above resolution.

As at the date of this notice, the executive directors of the Company are Mr. Lau Chi Yung, Kenneth and Mr. Lau Michael Kei Chi and the independent non-executive directors of the Company are Mr. Lee Siu Man, Ervin, Mr. Wong Yim Sum and Mr. Tsui Ka Wah.

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