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National Electronics Holdings Limited Proxy Solicitation & Information Statement 2020

Oct 6, 2020

49038_rns_2020-10-06_7384e759-69b9-493c-b0ff-4c2f0d92b66f.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.

CHINESE ESTATES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 127)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Chinese Estates Holdings Limited (the “ Company ”) will be held at The Air, L16, The ONE, 100 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 28 October 2020 at 10:00 a.m. for the purpose of considering and, if thought fit, with or without amendments, passing the following ordinary resolution:

ORDINARY RESOLUTION

THAT

the terms and conditions, and the entering into, of the contract for services dated 14 August 2020 entered into between Chinese Estates, Limited and Ms. Chan, Hoi-wan (“ Ms. Chan ”) relating to, among others, certain services to be provided to Ms. Chan and/or the associate(s) and/or relative(s) of Ms. Chan (the “ Contract ”) (a copy of the Contract has been produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purpose of identification) and all the transactions contemplated thereunder (including the proposed annual caps as set out in the circular of the Company dated 7 October 2020) be and are hereby approved, confirmed and/or ratified (as the case may be); and that any one director or (if affixing of seal is required) any two directors of the Company be authorized for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver (including under seal where applicable) and to authorise the signing, executing, perfecting, delivering (including under seal where applicable) of all such documents and deeds, and to do or authorise doing all such acts, matters and things, as he/she may in his/her absolute

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discretion consider necessary, expedient or desirable to give effect to, implement and/or complete all matters in connection with the transactions contemplated under the Contract and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Contract, as he/she may in his/her absolute discretion consider to be desirable and in the interest of the Company and all of such acts of director(s) as aforesaid be hereby approved, ratified and confirmed.”

By order of the Board Lam, Kwong-wai Executive Director and Company Secretary

Hong Kong, 7 October 2020

Registered office: Principal office in Hong Kong: Victoria Place, 5th Floor 21st Floor, Chubb Tower 31 Victoria Street Windsor House Hamilton HM 10 311 Gloucester Road Bermuda Causeway Bay Hong Kong

Notes:

  1. For the purpose of ascertaining the members’ eligibility to attend and vote at the Meeting, the register of members will be closed during the period from 22 October 2020 to 28 October 2020 (both days inclusive). To be eligible to attend and vote at the Meeting, all properly completed share transfers documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch registrar and transfer office in Hong Kong, namely Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 21 October 2020 at 4:30 p.m.

  2. Any shareholder of the Company (the “ Shareholder(s) ”) entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and to vote instead of him. A proxy need not be a Shareholder.

  3. To be valid, the form of proxy in the prescribed 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 branch registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting (or at any adjournment thereof).

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  1. Delivery of an instrument appointing a proxy should not preclude a Shareholder from attending and voting in person at the Meeting or at any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  2. In the case of joint holders of share(s), any one of such joint holders may vote, either in person or by proxy, in respect of such share(s) as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  3. The resolution as set out in this notice will be taken by poll at the Meeting.

  4. As at the date hereof, the board of directors of the Company comprised Ms. Chan, Sze-wan, Ms. Chan, Hoi-wan, Ms. Chan, Lok-wan and Mr. Lam, Kwong-wai as Executive Directors, Mr. Lau, Ming-wai and Ms. Amy Lau, Yuk-wai as Non-executive Directors, and Mr. Chan, Kwok-wai, Ms. Phillis Loh, Lai-ping and Mr. Ma, Tsz-chun as Independent Non-executive Directors.

Website: http://www.chineseestates.com

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PRECAUTIONARY MEASURES FOR COVID-19 SITUATION

The health of our Shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing COVID-19 pandemic, the Company will implement the following precautionary measures at the Meeting to protect attendees from the risk of infection:

  • (i) Compulsory body temperature checks will be conducted for every Shareholder, proxy and other attendee, and each attendee will have to complete and submit a health declaration form at the entrance of the Meeting venue;

  • (ii) Each attendee is required to wear mask inside the meeting venue and throughout the Meeting, and to maintain a safe distance between seats;

  • (iii) Anyone who does not comply with the aforesaid arrangement, or with a body temperature of over 37.3 degrees Celsius, or with any flu-like symptoms, or subject to quarantine, or who has had close contact with any person under quarantine or with recent travel history, or has travelled outside Hong Kong within 14 days immediately before the date of the Meeting will be denied entry into the Meeting venue or be required to leave the Meeting venue immediately. The Company reserves the right to deny entry of any person into the Meeting venue or require any person to leave the Meeting venue in order to ensure the safety of the attendees at the Meeting; and

  • (iv) No refreshments will be served, and there will be no distribution of corporate gifts.

In addition, the Company reminds all Shareholders that physical attendance in person at the Meeting is not necessary for the purpose of exercising voting rights. Shareholders are recommended to appoint the chairman of the Meeting as their proxy to vote on the relevant resolution at the Meeting instead of attending the Meeting in person, by completing and return the form of proxy in the prescribed form.

If any Shareholder chooses not to attend the Meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the Board of the Company, he/she is welcome to send such question or matter in writing to our principal office in Hong Kong or to our email at [email protected] .

If any Shareholder has any question relating to the Meeting, please contact Computershare Hong Kong Investor Services Limited, the Company’s branch registrar and transfer office in Hong Kong as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong Email: [email protected] Tel: (852) 2862 8555 Fax: (852) 2865 0990/(852) 2529 6087

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