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Paradise Entertainment Limited — Proxy Solicitation & Information Statement 2022
Jul 6, 2022
49748_rns_2022-07-06_de46fef4-f881-42d9-b972-ef6a42733595.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.
PARADISE ENTERTAINMENT LIMITED
滙 彩 控 股 有 限 公 司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 1180)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘Meeting’’ or ‘‘SGM’’) of Paradise Entertainment Limited (the ‘‘Company’’) will be held at Unit C, 19th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Thursday, 28 July 2022 at 3:00 p.m. for the purpose of considering and, if think fit, passing with or without amendments the following resolution as ordinary resolution of the Company:
ORDINARY RESOLUTION
‘‘THAT:
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(i) the supplemental agreement dated 2 June 2022 entered into between the Company and Mr. Feng (the ‘‘Second Supplemental Agreement’’), a copy of which is tabled at the Meeting and marked ‘‘A’’ and initialled by the chairman of the Meeting for identification purposes, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(ii) the Further Revised Annual Cap as referred to in the circular of the Company dated 7 July 2022 be hereby approved and confirmed; and
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(iii) the directors or the company secretary of the Company be and are hereby authorised to, for and on behalf of the Company, do all such acts and things, sign and execute all such documents, deeds, instruments and agreements and take such steps as they may consider necessary, appropriate, desirable or expedient for the purpose of, in connection with or incidental to, the matters contemplated under the Second Supplemental Agreement, the Further Revised Annual Cap and the transactions contemplated thereunder.’’
By Order of the Board Paradise Entertainment Limited Chan Kin Man Company Secretary
Hong Kong, 7 July 2022
- For identification purposes only
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Notes:
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(1) For the purpose of determining the shareholders who are entitled to attend and vote at the SGM, the register of members of the Company will be closed from Friday, 22 July 2022 to Thursday, 28 July 2022 (both days inclusive). In order to qualify for attending and voting at the SGM, all transfer documents must be lodged for registration with the Hong Kong branch share registrar of the Company, Tricor Secretaries Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by 4:30 p.m. on Thursday, 21 July 2022.
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(2) A shareholder entitled to attend and vote at the SGM may appoint one or more than one proxy to attend and to vote instead of him. A proxy need not be a shareholder of the Company.
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(3) In the case of joint holders of any share, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the SGM, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
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(4) In order to be valid, the 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 or authority, must be deposited at the Hong Kong branch share registrar of the Company, Tricor Secretaries Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of a form or proxy will not preclude shareholders from attending and voting in person should they so desire.
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(5) A form of proxy for use at the SGM is enclosed with the circular of the Company dated 7 July 2022 (the ‘‘Circular’’) dispatched to its shareholders.
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(6) As set out in the Letter from the Board included in the Circular, each of the resolutions set out in this notice shall be voted by poll and the board of directors of the Company recommends the shareholders to vote in favour of the resolutions to be proposed at the SGM. Please refer to the Circular for details of the matters for which the resolutions are concerned.
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(7) If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 8:30 a.m. on the date of the Meeting, the SGM will be postponed or adjourned. The Company will post an announcement on the websites of the Company at www.hk1180.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk to notify the shareholders of the date, time and place of the rescheduled SGM. The SGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the SGM under bad weather condition bearing in mind their own situations.
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(8) Taking into account of the recent development of the epidemic caused by the Coronavirus Pandemic (Covid-19), the Company will implement the following prevention and control measures at the SGM against Covid-19 to protect the shareholders from the risk of infection:
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(i) Compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the SGM venue;
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(ii) Every shareholder or proxy is required to wear surgical facial mask throughout the SGM; and
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(iii) No refreshment will be served and no corporate gifts will be distributed.
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(iv) Furthermore, the Company wishes to advise the shareholders, particularly shareholders who are subject to quarantine in relation to Covid-19, that they may appoint any person or the chairman of the SGM as a proxy to vote on the resolution, instead of attending the SGM in person.
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As at the date of this notice, the executive directors of the Company are Mr. Jay Chun (Chairman and Managing Director, also alternate director to Mr. Shan Shiyong, alias, Sin Sai Yung) and Mr. Shan Shiyong, alias, Sin Sai Yung and the independent non-executive directors of the Company are Mr. Li John Zongyang, Mr. Kai-Shing Tao and Ms. Tang Kiu Sam Alice.
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