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Risecomm Group Holdings Limited Proxy Solicitation & Information Statement 2022

Apr 13, 2022

50085_rns_2022-04-13_e2863e0a-1f74-4c13-8ea0-d7b9a21b870b.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 notice, 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 notice.

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勝 獅 貨 櫃 企 業 有 限 公 司 SINGAMAS CONTAINER HOLDINGS LIMITED (Incorporated in Hong Kong with limited liability) Stock Code: 716

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting (the “EGM” ) of Singamas Container Holdings Limited (the “Company” ) will be held by way of electronic means on Wednesday, 4 May 2022 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT

  • (a) the Revised Master Purchase Contract 2022 (as defined in the circular of the Company dated 14 April 2022 (the “Circular” )), a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for identification purposes, and the Transactions contemplated therein (as defined in the Circular) be and are hereby unconditionally approved, ratified and confirmed;

  • (b) the New Annual Caps (as defined in the Circular) for the financial years ending 31 December 2022, 2023 and 2024, respectively, be and is hereby approved; and

  • (c) any director of the Company be and is hereby authorised as he or she considers necessary, to execute and deliver for and on behalf of the Company all such documents, instruments, notices or agreements to be incidental to, or ancillary to or in connection with the matters contemplated in the Revised Master Purchase Contract 2022 and, to do all such other acts, matters or things for and on behalf of the Company, as may deem necessary or desirable to perfect, give effect to or implement any terms of the Transactions.”

By Order of the Board

Chung Pui King, Rebecca

Executive Director and Company Secretary

Hong Kong, 14 April 2022

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Registered office: 19th Floor, SUP Tower, 75–83 King’s Road, Hong Kong

Notes:

  1. As set out in the section headed “Special Arrangements for the EGM” of the Circular (of which this notice forms part), the Company strongly encourages Shareholders to exercise their rights to attend and vote at the EGM by electronic facilities (Online EGM ”). Both registered Shareholders and non-registered Shareholders can (i) attend the Online EGM and vote by way of electronic means; or (ii) exercise their right to vote at the Online EGM by appointing their own proxy or the Company’s designated proxy(ies), to act as their proxy.

By logging in the Online platform, Shareholders will be able to listen to a live webcast of the Online EGM, submit questions, and cast vote in real-time.

  1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. 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 at the meeting or any adjourned meeting should he so wish.

  2. In order to be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that authority must be lodged with the Company’s share registrar, 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 for holding the meeting or adjourned meeting.

  3. For the purpose of ascertaining shareholders’ entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Thursday, 28 April 2022 to Wednesday, 4 May 2022, both days inclusive, and no transfer of the shares of the Company will be effected during such period. In order to be entitled to attend and vote at the meeting, all transfers of shares of the Company, duly accompanied by the completed transfer forms and all relevant share 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, Wanchai, Hong Kong for registration by no later than 4:30 p.m. on Wednesday, 27 April 2022. The shareholders whose names appear on the register of members of the Company on Wednesday, 4 May 2022, the record date of the meeting, will be entitled to attend and vote at the meeting.

  4. COVID-19 PANDEMIC SITUATION

The Company will adopt the following special arrangements at the EGM for the purpose of public health and safety:

  • (a) The Company would be conducting the EGM by way of a virtual meeting. No Shareholder, proxy or corporate representative should attend the EGM in person in light of the continuing risks posed by the COVID-19 pandemic.

  • (b) Shareholders can attend, participate and vote at the Online EGM through online access by visiting the website - http://meetings.computershare.com/MYKZA2W (the “Online Platform” ). The Online Platform will be open for registered Shareholders and non-registered Shareholders (please refer to the login details and arrangements set out in the Special arrangement for the EGM in the circular) to log in approximately 30 minutes prior to the commencement of the Online EGM and can be accessed from any location with internet connection by a smart phone, tablet device or computer. Shareholders should allow ample time to check into the Online Platform to complete the related procedures. Please refer to the Online User Guide for the Online EGM sent together with the circular for assistance. Any missed contents as a result of connection issues arise from the Shareholders will not be repeated.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change and adopt contingency plans for the EGM arrangements at short notice, and the Company will ensure that the EGM arrangements are in compliance with the articles of association of the Company. Should there be any changes to the arrangements of the Online EGM, the Company will make further announcement(s) as and when appropriate. While the Company will use its best endeavours to provide necessary updates to the Shareholders, Shareholders should check the latest policies and notices announced by the Hong Kong Government and the website of the Company at http://www.singamas.com for future updates on the EGM arrangements.

The directors of the Company as at the date of this notice are Mr. Teo Siong Seng and Ms. Chung Pui King, Rebecca as executive directors, Mr. Tan Chor Kee, Mr. Kwa Wee Keng and Mr. Chan Kwok Leung as non-executive directors and Mr. Cheng Fu Kwok, David, Mr. Lau Ho Kit, Ivan and Mr. Ho Teck Cheong as independent non-executive directors.

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