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Shun Ho Holdings Limited Proxy Solicitation & Information Statement 2022

Sep 7, 2022

49070_rns_2022-09-07_120361c5-9861-4750-8db7-3eaa982ac6fa.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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SHUN HO HOLDINGS LIMITED 順豪控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 253)

NOTICE OF EXTRAORDINARY GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE EGM

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of COVID-19 at the EGM, including:

  • Compulsory body temperature checks

  • Compulsory wearing of a surgical face mask for each attendee

  • No distribution of corporate gifts or refreshment

  • Other measures may be required by the governmental authorities

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of Shun Ho Holdings Limited (the “ Company ”) will be held at Conference Room, Basement, Best Western Plus Hotel Kowloon, 73-75 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 29 September 2022 at 10:30 a.m. to consider, if thought fit, passing the following resolutions as ordinary resolutions of the Company. Unless otherwise indicated, capitalised terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 8 September 2022 (the “ Circular ”) of which the notice convening the EGM forms part.

ORDINARY RESOLUTIONS

1. “ THAT

  • (a) the Sale and Purchase Agreement dated 11 May 2022 entered into between the Vendor, the Purchaser and Mr. Tang Yiu Sing (a copy of which has been produced to this meeting and marked “A” and signed by the chairman of the meeting (the “ Chairman ”) for the purpose of identification) in relation to the Acquisition and the transactions contemplated thereby be and are hereby approved, confirmed and ratified; and

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  • (b) the taking of all steps and doing of all things and execution of all documents by the Company and its subsidiaries to implement, give effect to or complete the Sale and Purchase Agreement and the transactions contemplated thereby, and the making and giving of and agreeing to such variations, amendments, modifications, waivers or extensions of the terms of the Sale and Purchase Agreement and the transactions contemplated thereby, as any one of the directors of the Company may consider to be necessary, desirable, appropriate or expedient, be and are hereby approved, confirmed and ratified.”

Yours faithfully By Order of the Board Shun Ho Holdings Limited William CHENG Kai Man Chairman

Hong Kong, 8 September 2022

Notes:

  1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote instead of him and a proxy so appointed shall also have the same rights as the member to speak at the meeting. A proxy need not be a member of the Company.

  2. To be valid, a form of proxy and the 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 in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

  3. In order to be eligible to attend and vote at the meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 23 September 2022.

  4. Pursuant to the article 79 of the articles of association of the Company, the Chairman of the Board may, with the consent of any general meeting at which a quorum is present, adjourn the meeting, but the Chairman may, with the consent of any general meeting at which a quorum is present, and shall if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for fourteen days or more, at least seven clear days’ notice, specifying the place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

  5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

  6. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the EGM arrangements at short notice. Shareholders should check the latest policies and notices announced by the Hong Kong Government, the Stock Exchange website (http://www.hkexnews.hk) and the Company’s website (http://www.shunho.com.hk/shh/chinese/index.html) for future announcements and update on the EGM arrangement.

As at the date of this notice, the board of directors of the Company comprises five Executive Directors, namely Mr. William Cheng Kai Man (Chairman), Mr. Albert Hui Wing Ho, Madam Kimmy Lau Kam May, Madam Ng Yuet Ying and Madam Wendy Cheng Wai Kwan; one Non-executive Director, namely, Madam Mabel Lui Fung Mei Yee; and three Independent Non-executive Directors, namely, Mr. Chan Kim Fai, Mr. Lam Kwai Cheung and Mr. Warren Liu Yuk Cho.

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