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S E A Holdings Limited — Proxy Solicitation & Information Statement 2020
Jul 31, 2020
49068_rns_2020-07-31_948ae346-96c5-45dc-a80d-6184b3687220.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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The Hong Kong Building and Loan Agency Limited 香港建屋貸款有限公司
(Incorporated in Hong Kong with limited liability)
(Stock code: 145)
NOTICE OF EXTRAORDINARY GENERAL MEETING
PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING
Please refer to page 1 of the Circular (as defined below) for the measures being taken to prevent and control the spread of the COVID-19 at the EGM, including but not limited to:
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compulsory body temperature check
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compulsory wearing of surgical face mask
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no distribution of corporate gifts and no serving of refreshments
Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the EGM venue.
In light of the continuing risks posed by the COVID-19 and as part of the Company’s control measures to safeguard the health and safety of the shareholders of the Company (the “ Shareholders ”), the Company strongly encourages the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified in note 3 below, instead of attending the EGM in person.
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NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of The Hong Kong Building and Loan Agency Limited (the “ Company ”) will be held at Room 1801-4, 18/F, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Wednesday, 19 August 2020 at 11:45 a.m., for the purpose of considering and, if thought fit, passing the following resolution:
ORDINARY RESOLUTION
“ THAT subject to the fulfillment of all the conditions (the “ Conditions ”) set out in the section headed “Conditions of the Share Consolidation” in the circular of the Company dated 3 August 2020 (the “ Circular ”), a copy of which has been tabled at the Meeting marked “A” and initialed by the chairman of the Meeting for the purpose of identification:
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(a) with effect from the second Business Day (as such term is defined in the Circular) immediately following the date on which this resolution is passed or the Conditions are fulfilled (whichever is the later):
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(i) every ten (10) issued ordinary shares of the Company be consolidated into one (1) ordinary share of the Company (each a “ Consolidated Share ”) and the number of the Consolidated Shares be rounded down to the nearest whole number by disregarding any fractional Consolidated Share which would otherwise arise;
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(ii) all of the Consolidated Shares shall rank pari passu in all respects with each other;
and
- (b) the directors of the Company (“ Directors ”) and such person or persons authorised by the Directors be and are hereby authorised to do all such acts, deeds and things and to sign and execute all such documents, including under seal where applicable, on behalf of the Company, as they shall, in their absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.”
By Order of the Board
The Hong Kong Building and Loan Agency Limited Chong Kok Leong
Executive Director
Hong Kong, 3 August 2020
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Notes:
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Any member of the Company (“ Member ”) entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her/its proxy to attend and vote on his/her/its behalf and the proxy so appointed shall have the same rights as the Member to speak at the Meeting. A proxy needs not be a Member. A Member may appoint more than one proxy to attend the Meeting.
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A form of proxy in respect of the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon.
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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 such power or authority, must be deposited at the Company’s share registrar, Tricor Tengis Limited, of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for the Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof as you so wish.
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For ascertaining the shareholders’ entitlement to attend and vote at the Meeting, the register of Members will be closed from Friday, 14 August 2020 to Wednesday, 19 August 2020, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the Meeting, all completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Tengis Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 13 August 2020.
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Where there are joint holders of any share of the Company, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such share of the Company as if he/she/it was solely entitled thereto. If more than one of such joint holders are present at the Meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect of such share of the Company.
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If Typhoon Signal No. 8 or above, “extreme condition” caused by super typhoons or a “black” rainstorm warning is in effect any time after 8:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the Company’s website http://www.hkbla.com.hk and the “Latest Listed Company Information” page of the Stock Exchange website to notify shareholders of the Company of the date, time and place of the rescheduled meeting, if any.
As at the date hereof, the board of Directors comprises, Mr. Chong Kok Leong and Mr. Zhuang Miaozhong being executive Directors; and Mr. Choy Hiu Fai, Eric, Mr. Huang Lizhi and Mr. Ng Kay Kwok being independent non-executive Directors.
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