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Silkwave Inc — AGM Information 2026
Apr 29, 2026
49233_rns_2026-04-29_045d93a7-925e-4fe6-8b03-86d648f62fe0.pdf
AGM Information
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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.
SILKWAVE INC 中播數據有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 471)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (“ Meeting ”) of Silkwave Inc (the “ Company ”) will be held at Unit B, 8/F, Kingston International Centre, 19 Wang Chiu Road, Kowloon Bay, Hong Kong on 5 June 2026 at 11:00 a.m. for the purpose of considering and, if though fit, passing the following resolutions (with or without modifications):
As Ordinary Business
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to receive and consider the audited financial statements and the reports of the directors (“ Directors ”) of the Company and auditors (“ Auditors ”) of the Company for the year ended 31 December 2025;
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(a) to re-elect Mr. CHAU Ngai Fung as an executive Director;
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(b) to re-elect Ms. HU Manqiu as an executive Director;
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(c) to re-elect Mr. YANG Tenghao as an executive Director;
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(d) to re-elect Ms. TIAN Tian as an executive Director;
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(e) to re-elect Mr. WONG Chau Chi as an executive Director;
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(f) to re-elect Mr. LAM Po Chuen as an independent non-executive Director; and
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(g) to authorize the Board of Directors (the“ Board ”) to fix the remuneration of the Directors;
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to re-appoint Linksfield CPA Limited as Auditors and to authorize the Board of Directors to fix their remuneration;
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As Special Business
To consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:
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“ THAT :
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a. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) and all other applicable laws, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each (“ Shares ”) in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
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b. the approval in paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
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c. the total number of Shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to
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i. a Rights Issue (as hereinafter defined);
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ii. the grant or exercise of any options granted under the share option schemes or similar arrangement for the time being adopted by the Company;
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iii. any issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (“ Articles of Association ”) of the Company and other relevant regulations; or
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iv. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;
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shall not exceed 20% of the total number of Shares in issue of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
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d. for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
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i. the conclusion of the next annual general meeting of the Company;
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ii. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; or
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iii. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”
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“ THAT :
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a. subject to paragraph (b) below, the exercise by the directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase Shares of the Company on the Stock Exchange or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;
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b. the total number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of Shares in issue of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
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c. for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
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i. the conclusion of the next annual general meeting of the Company;
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ii. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any other applicable law to be held; or
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iii. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the Shareholders of the Company in general meeting.”
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“ THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the directors to allot, issue and deal with additional Shares of the Company pursuant to resolution numbered 4 above be and is hereby extended by the addition thereto of an amount representing the total number of Shares in issue of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of Shares in issue of the Company as at the date of passing of this resolution.”
To consider and, if thought fit, pass with or without amendments the following resolution as a special resolution of the Company:
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“ THAT :
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(a) the proposed amendments to the existing memorandum and articles of association of the Company (the “ Proposed Amendments “), details of which are set out in Appendix III to the circular of the Company dated 30 April 2026 be and are hereby approved;
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(b) the amended and restated memorandum and articles of association of the Company (the “ Amended and Restated Memorandum and Articles of Association “) incorporating and consolidating all the Proposed Amendments, a copy of which has been produced to the AGM and marked “A” and initialed by the chairman of the meeting for the purpose of identification, be and is hereby approved and adopted as the Amended and Restated Memorandum and Articles of Association in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with immediate effect; and
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- (c) any one Director or company secretary of the Company be and is hereby authorised to execute all such documents and do all things necessary to give effect to the foregoing, including but without limitation to effect and record the adoption of the Amended and Restated Memorandum and Articles of Association in accordance with the relevant requirements of the applicable laws and regulations in the Cayman Islands and Hong Kong.”
By order of the Board of Silkwave Inc Chau Ngai Fung Chairman
Hong Kong, 30 April 2026
Registered office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Head office and principal place of business in Hong Kong: Unit B1, 8/F, Kingston International Centre, 19 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong
Notes:
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Any shareholder of the Company entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint one proxy or, if he is the holder of two or more Shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A form of proxy for use at the Meeting is being dispatched to the shareholders of the Company together with a copy of this notice.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorized.
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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 notarial certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
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Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.
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Where there are joint registered holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such shares shall alone be entitled to vote.
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In order to determine the eligibility of shareholders of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from 2 June 2026 to 5 June 2026, both days inclusive, during which no transfer of shares will be registered. All transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on 1 June 2026.
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If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 8:00 a.m. on the date of the AGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.irasia.com/listco/hk.cmmbvision and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.
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Please refer to Appendix II to the circular of the Company dated 30 April 2026 for the details of the retiring directors subject to re-election at the Meeting.
As at the date of this notice, the Board comprises five executive Directors, namely Mr. CHAU Ngai Fung, Ms. HU Manqiu, Mr. YANG Tenghao, Ms. TIAN Tian and Mr. WONG Chau Chi and three independent non-executive Directors, namely Mr. CHOW Kin Wing, Mr. LAM Po Chuen and Mr. TAM Hon Wah.
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