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Road King Infrastructure Limited — Proxy Solicitation & Information Statement 2022
Nov 13, 2022
49683_rns_2022-11-13_eae9f610-ffd3-4d54-83a1-5dc4580023a7.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.
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ROAD KING INFRASTRUCTURE LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1098)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the special general meeting (the “ Meeting ”) of Road King Infrastructure Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) will be held at Suite 501, 5th Floor, Tower 6, The Gateway, 9 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 30 November 2022 at 9:30 a.m. for the purpose of considering, and, if thought fit, passing the following resolution as an ordinary resolution:
ORDINARY RESOLUTION
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(i) the acquisition of 39.77% equity interests in PT Jasamarga Semarang Batang by Kings Bless Limited (the “ Acquisition ”) pursuant to the amended and restated conditional sale and purchase agreement entered into between Kings Bless Limited and PT Waskita Toll Road on 26 October 2022 (a copy of which has been produced to this Meeting and marked “A” and initialed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved; and
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(ii) the Directors of the Company be and are hereby authorised to do all things and acts which they consider necessary, desirable or expedient in connection with the Acquisition.’’
By order of the Board Lee Tak Fai, Kennedy Company Secretary
Hong Kong, 14 November 2022
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Notes:
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The register of members of the Company will be closed from Tuesday, 29 November 2022 to Wednesday, 30 November 2022, both dates inclusive, during which period no transfer of shares of the Company will be registered for the purpose of determining the eligibility of the members of the Company to attend and vote at the special general meeting. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited (the “ Branch Share Registrar ”), at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:00 p.m. on Monday, 28 November 2022 for registration.
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Any member of the Company entitled to attend and vote at the special general meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her and vote on his/her behalf at the special general meeting of the Company or at a class meeting.
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The form of proxy must be signed by a member of the Company or the attorney duly authorised in writing or, in the case of a corporation, must be either under its seal and under the hand of an officer or attorney or other person duly authorised to sign the same. In case of joint holders, the signature of any one of them is sufficient.
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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 such power of attorney or authority, must be delivered to the office of the Branch Share Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the special general meeting of the Company or any adjournment thereof.
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Delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the special general meeting of the Company or at any adjournment thereof. In such event, the form of proxy shall be deemed to be revoked.
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In the case of joint holders of any share, if more than one of such joint holders be present at the special general meeting of the Company, 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, and 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 joint holding.
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The Company will undertake the following precautionary measures to safeguard the health and wellbeing of the shareholders (or their proxies) who are attending the Meeting in person, including body temperature check, health declaration, wearing surgical face mask, access restriction for quarantine participants according to the Department of Health of Hong Kong, plus safe distancing measures for queue management and seating at the meeting venue. To reduce close contact between attendees at the Meeting, no refreshment will be served at the meeting venue. Any person who refuses to co-operate with the above precautionary measures or is detected to have a fever (i.e. over 37.0 degrees Celsius) or exhibiting flu-like symptoms will not be admitted to the meeting venue.
As at the date of this announcement, the Board of Directors of the Company comprises Messrs. Zen Wei Peu, Derek, Ko Yuk Bing, Fong Shiu Leung, Keter and Ng Fun Hung, Thomas as Executive Directors, Ms. Cai Xun and Mr. Xu Enli as Non-executive Directors and Messrs. Lau Sai Yung, Tse Chee On, Raymond, Wong Wai Ho and Ms. Hui Grace Suk Han as Independent Non-executive Directors.
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