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Stream Ideas Group Limited — AGM Information 2021
Aug 10, 2021
51424_rns_2021-08-10_d066ea53-292a-4d04-988f-48de5078092b.pdf
AGM Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Stream Ideas Group Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Stream Ideas Group Limited 源想集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8401)
(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES
(2) PROPOSED RE-ELECTION OF DIRECTORS
(3) PROPOSED RE-APPOINTMENT OF AUDITORS AND
(4) NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of the Company to be held at 8/F, The Wave, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 9 September 2021 at 9:00 a.m. is set out in this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 9:00 a.m. on Tuesday, 7 September 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.
This circular together with the form of proxy are published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.stream-ideas.com). This circular will remain on the GEM website at www.hkgem.com on the ‘‘Latest Listed Company Information’’ page for at least 7 days from the date of posting and on the website of the Company at www.stream-ideas.com.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
Various precautionary measures will be taken to try to minimise the risks of infection of COVID-19 at the Annual General Meeting, including:
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. compulsory body temperature checks for all attendees;
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. prohibition from attendance at the Annual General Meeting if an attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the Annual General Meeting;
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. compulsory wearing of surgical face masks throughout the Annual General Meeting;
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. maintaining proper distance between seats; and
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. no refreshments will be served at the Annual General Meeting.
Any person who does not comply with the precautionary measures may be denied entry into the venue of the Annual General Meeting. The Company reminds Shareholders that they may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.
11 August 2021
CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “EXCHANGE”)
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
| Page | ||
|---|---|---|
| Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . |
1 | |
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
2 | |
| Letter | from the Board | |
| 1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
| 2. | Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
5 |
| 3. | Proposed Granting of General Mandates to Repurchase and Issue Shares . . . . . . |
5 |
| 4. | Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| 5. | Re-Appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
6 |
| 6. | Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| 7. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
7 |
| Appendix I — Details of the Directors Proposed to be |
||
| Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . |
8 | |
| Appendix II — Explanatory Statement on the Share Repurchase Mandate . . . . . . . |
14 | |
| Notice | of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
18 |
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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong government at https://www.chp.gov.hk/en/features/102742.html), the Company will implement necessary precautionary measures at the Annual General Meeting to protect attending Shareholders, proxies and other attendees from the risk of infection, including:
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(i) Compulsory body temperature checks for all attendees at the entrance of the Annual General Meeting venue. Any person with a body temperature of 37.6 degrees Celsius or above will not be allowed to attend the Annual General Meeting.
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(ii) Prohibition from attendance at the Annual General Meeting if an attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the Annual General Meeting.
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(iii) All attendees will be required to wear surgical face masks before they are permitted to attend, and throughout their attendance of, the Annual General Meeting.
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(iv) Appropriate proper distance between seats in line with the guidance from the Hong Kong government will be maintained. Attendees are advised to maintain appropriate social distance from each other at all times when attending the Annual General Meeting.
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(v) No refreshments will be served at the Annual General Meeting.
To the extent permitted under the laws, regulations and GEM Listing Rules, the Company reserves the right to deny entry into the Annual General Meeting venue or require any person, who does not comply with the precautionary measures, to leave the Annual General Meeting venue in order to ensure the safety of the attendees at the Annual General Meeting.
In light of the continuing risks posed by COVID-19, the Company strongly advises Shareholders to appoint the Chairman of the Annual General Meeting as their proxy to vote according to their indicated voting instructions as an alternative to attending the Annual General Meeting in person.
The proxy form can also be downloaded from the Company ’s website (www.stream-ideas.com).
Shareholders are advised to read these precautionary measures carefully and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes to the arrangement of the Annual General Meeting and precautionary measures and may issue further announcement on such measures as appropriate.
Health education materials and up-to-date development on COVID-19 can be found on the website of Centre for Health Protection (www.chp.gov.hk) and the website of the Hong Kong government on COVID-19 (www.coronavirus.gov.hk).
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
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‘‘Annual General Meeting’’
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the annual general meeting of the Company to be held at 8/F, The Wave, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 9 September 2021 at 9:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 18 to 21 of this circular, or any adjournment thereof
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‘‘Articles of Association’’
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the articles of association of the Company currently in force
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‘‘Board’’ the board of Directors
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‘‘Company’’ Stream Ideas Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM
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‘‘Controlling Shareholder(s)’’
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has the meaning ascribed to it under the GEM Listing Rules, and in the context of this circular, means collectively JAG United, Ms. Cheung Lee, Mr. Law Ka Kin and Mr. Lee Wing Leung Garlos
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‘‘Director(s)’’ the director(s) of the Company
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‘‘GEM’’ GEM operated by the Stock Exchange
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‘‘GEM Listing Rules’’
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the Rules Governing the Listing of Securities on GEM as amended, supplemented or modified from time to time
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‘‘Group’’ the Company and its subsidiaries
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‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong
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‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China
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‘‘JAG United’’
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JAG United Company Limited (源想投資有限公司), a company incorporated in the British Virgin Islands with limited liability on 21 February 2017 and a Controlling Shareholder of our Company
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‘‘Latest Practicable Date’’
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4 August 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
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‘‘SFO’’
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
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DEFINITIONS
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‘‘Share(s)’’
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‘‘Share Issue Mandate’’
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‘‘Share Repurchase Mandate’’
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‘‘Shareholder(s)’’
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‘‘Stock Exchange’’
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‘‘Substantial shareholders’’
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‘‘Takeovers Code’’
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‘‘%’’
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ordinary share(s) HK$0.01 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary share capital of the Company
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a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution no. 10 of the notice of the Annual General Meeting as set out on pages 19 to 20 of this circular
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a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution no. 9 of the notice of the Annual General Meeting as set out on pages 18 to 19 of this circular
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holder(s) of Share(s)
The Stock Exchange of Hong Kong Limited
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has the meaning ascribed to it under the GEM Listing Rules
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The Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission as amended from time to time
per cent
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LETTER FROM THE BOARD
Stream Ideas Group Limited 源想集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8401)
Executive Directors: Ms. Cheung Lee Mr. Law Ka Kin Mr. Lee Wing Leung Garlos Mr. Leung Wai Lun Ms. Xu Xiuhong
Registered Office: Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands
Independent Non-executive Directors:
Mr. Kwan Chi Hong Mr. Fenn David Mr. Ho Ho Tung Armen Ms. Guo Hongyan
Head Office and Principal Place of Business in Hong Kong: Unit 402A, 4/F Benson Tower 74 Hung To Road Kwun Tong Hong Kong 11 August 2021
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES (2) PROPOSED RE-ELECTION OF DIRECTORS (3) PROPOSED RE-APPOINTMENT OF AUDITORS AND
(4) NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 9 September 2021.
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LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
In accordance with Article 16.12 and 16.18 of the Articles of Association, Mr. Law Ka Kin, Mr. Lee Wing Leung Garlos, Ms. Xu Xiuhong, Mr. Ho Ho Tung Armen and Ms. Guo Hongyan shall retire at the Annual General Meeting and being eligible, offer themselves for reelection at the Annual General Meeting.
Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of the GEM Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. Details of the above Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES
At the annual general meeting of the Company held on 10 September 2020, ordinary resolutions were passed by the Shareholders to give a general mandate to the Directors to repurchase and to issue Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve:
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(a) the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution no. 9 of the notice of the Annual General Meeting as set out on pages 18 to 19 of this circular (i.e. a total of 20,000,000 Shares on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting); and
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(b) the granting of the Share Issue Mandate to the Directors to allot, issue or deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution no. 10 of the notice of the Annual General Meeting as set out on pages 19 to 20 of this circular (i.e. a total of 40,000,000 Shares on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting); and
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(c) extension of the Share Issue Mandate by adding the aggregate number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate.
The Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant to the Share Repurchase Mandate and Share Issue Mandate.
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LETTER FROM THE BOARD
An explanatory statement required by the GEM Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.
4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 18 to 21 of this circular. Pursuant to the GEM Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.stream-ideas.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 9:00 a.m. on Tuesday, 7 September 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.
5. RE-APPOINTMENT OF AUDITORS
The financial statements of the Group for the year ended 31 March 2021 were audited by KPMG whose term of office will expire upon the conclusion of the Annual General Meeting. The Board proposed to re-appoint KPMG as the independent auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
6. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Monday, 6 September 2021 to Thursday, 9 September 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanies by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 3 September 2021.
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LETTER FROM THE BOARD
7. RECOMMENDATION
The Directors consider that the proposed granting of the Share Repurchase Mandate and the Share Issue Mandate, the extension of the Share Issue Mandate, the proposed re-election of retiring Directors and the proposed re-appointment of auditors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully, For and on behalf of the Board Stream Ideas Group Limited Law Ka Kin
Executive Director
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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
APPENDIX I
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
- (1) Mr. Law Ka Kin (Anakin Law, 羅嘉健), aged 38, co-founded our Group in May 2010 and was appointed as our Taiwan general manager on 1 April 2014 and executive Director on 18 August 2017. He is responsible for the overall management of our Group, looking after all operations including sales, marketing, client services, human resources and finance of our Group. Mr. Anakin Law has over 10 years of working experience in the marketing and advertising industry.
Prior to establishment of our Group, Mr. Anakin Law has worked at GlaxoSmithKline Limited, an international healthcare company that provides medicines, vaccines, and other healthcare products in Hong Kong as a category marketing manager in the consumer healthcare business division from June 2012 to April 2013. Mr. Anakin Law has also worked at (i) Hongkong International Theme Parks Limited, an international brand theme park in Hong Kong from June 2010 to June 2012 as an associate manager; and from August 2008 to May 2010 as a senior marketing executive in the marketing line of business; (ii) Johnson & Johnson (Hong Kong) Limited, an international consumer products, pharmaceuticals and medical devices brand in Hong Kong as an assistant brand manager from June 2008 to August 2008; a marketing executive from July 2007 to May 2008; and a logistics planner from May 2006 to July 2007, primarily responsible for supply and distribution of products; and (iii) Watsons’ The Chemist (Hong Kong), a division of A.S. Watson Group (HK) Limited, an international health and beauty retail chain in Hong Kong as an assistant supply chain officer from July 2005 to April 2006; and a supply chain trainee from May 2004 to June 2005.
Mr. Anakin Law obtained his bachelor degree of business administration with honours from The Chinese University of Hong Kong in December 2004.
Mr. Anakin Law has entered into a service agreement with the Company for an initial term of three years commencing on 28 March 2018 and renewable automatically for successive terms of one year each commencing from the day next after the expiry of the then current term, unless terminated by not less than three months’ prior written notice or otherwise in accordance with the service agreement. The service agreement was renewed on 28 March 2021 for a term of one year. He is also subject to retirement by rotation and re-election at an annual general meeting of the Company in accordance with the Articles of Association. The annual salary of Mr. Anakin Law is approximately HK$1,380,000 which was determined with reference to his duties and responsibilities and the prevailing market conditions and practice. The basic monthly salary payable by the Company is subject to annual review by the remuneration committee of the Company and decided by the Board. He will be entitled to a discretionary bonus and a performance bonus as may be determined by the Board of the Company from time to time by reference to the financial performance of the Company as well as the individual performance.
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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
APPENDIX I
As at the Latest Practicable Date, Mr. Anakin Law beneficially owns 33.33% of the issued share capital of JAG United, whilst JAG United holds approximately 50.14% of the total issued share capital of the Company. He is deemed to be interested in the Shares held by JAG United.
Save as disclosed above, and as far as the Directors are aware, as at the Latest Practicable Date, Mr. Anakin Law was not interested or deemed to be interested in any Shares or underlying Shares of the Company or of its associated corporations pursuant to Part XV of the SFO.
Save as disclosed above, Mr. Anakin Law does not hold any other positions of the Group nor has he held any directorships in other listed public companies in the three years prior to the Latest Practicable Date. Mr. Anakin Law does not have any relationship with other Directors, senior management, substantial or Controlling Shareholders.
There is no information which is disclosable nor is Mr. Anakin Law involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Mr. Anakin Law that need to be brought to the attention of the Shareholders.
- (2) Mr. Lee Wing Leung Garlos (Garlos Lee, 李永亮), aged 37, co-founded our Group in May 2010 and was appointed as our general manager since April 2014 and appointed as executive Director on 18 August 2017. He is responsible for the overall management of our Group, looking after all operations including sales, marketing, client services, human resources and finance of our Group. From April 2015 to midFebruary 2017, Mr. Garlos Lee only took the role of decision making and participated in the overall strategic development on a part-time basis, with no involvement in the day-to-day operations of our Group. Since 15 February 2017, he has been working for the Group on a full-time basis and become responsible for our Group’s business operations in the Southeast Asia region. Mr. Garlos Lee has over 10 years of working experience in the marketing and advertising industry.
Prior to the establishment of our Group, Mr. Garlos Lee has worked at Johnson & Johnson (Hong Kong) Limited, an international consumer products, pharmaceuticals and medical devices brand in Hong Kong from August 2006 to May 2010 with the last position as a brand manager.
Mr. Garlos Lee obtained his bachelor of commerce degree with honours from The University of British Columbia in May 2006.
Mr. Garlos Lee has entered into a service agreement with the Company for an initial term of three years commencing on 28 March 2018 and renewable automatically for successive terms of one year each commencing from the day next after the expiry of the then current term, unless terminated by not less than three months’ prior written notice or otherwise in accordance with the service agreement. The service agreement
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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
APPENDIX I
was renewed on 28 March 2021 for a term of one year. He is also subject to retirement by rotation and re-election at an annual general meeting of the Company in accordance with the Articles of Association. The annual salary of Mr. Garlos Lee is approximately HK$1,990,000 which was determined with reference to his duties and responsibilities and the prevailing market conditions and practice. The basic monthly salary payable by the Company is subject to annual review by the remuneration committee of the Company and decided by the Board. He will be entitled to a discretionary bonus and a performance bonus as may be determined by the Board of the Company from time to time by reference to the financial performance of the Company as well as the individual performance.
As at the Latest Practicable Date, Mr. Garlos Lee beneficially owns 33.33% of the issued share capital of JAG United, whilst JAG United holds approximately 50.14% of the total issued share capital of the Company. He is deemed to be interested in the Shares held by JAG United.
Save as disclosed above, and as far as the Directors are aware, as at the Latest Practicable Date, Mr. Garlos Lee was not interested or deemed to be interested in any Shares or underlying Shares of the Company or of its associated corporations pursuant to Part XV of the SFO.
Save as disclosed above, Mr. Garlos Lee does not hold any other positions of the Group nor has he held any directorships in other listed public companies in the three years prior to the Latest Practicable Date. Mr. Garlos Lee does not have any relationship with other Directors, senior management, substantial or Controlling Shareholders.
There is no information which is disclosable nor is Mr. Garlos Lee involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Mr. Garlos Lee that need to be brought to the attention of the Shareholders.
- (3) Ms. Xu Xiuhong (徐秀紅), aged 50, was appointed as the President of Greater China Business of the Group on 1 January 2021 and appointed as executive Director on 5 March 2021.
Ms. Xu has extensive experiences in marketing and sales management. She was a general manager of Dongguan City Yaqing Industrial Co., Ltd. (東莞市雅卿實業有 限公司) (‘‘Dongguan Yaqing’’), a company which engages in the provision of the service of design, production, development and sales of various models of aluminium alloy air outlets and ABS air outlets, from 2017 to 2020. She was mainly responsible for market development management, customer after-sales service and formulation of corporate market strategies for Dongguan Yaqing. She was also a general manager of marketing department in Dongguan City Wanjiang Fengda Jingcheng Air Conditioning Parts Factory (東莞市萬江豐達精誠空調配件廠) (‘‘Wanjiang
- For identification purposes only
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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
APPENDIX I
Fengda’’), a company which supplies central air-conditioning system, duct ventilation system and other supporting equipment for domestic large and medium sized enterprises, from 2017 to 2020. She was mainly responsible for, inter alia, formulating sales strategy, sourcing raw materials, procurement negotiation for Wanjiang Fengda.
Ms. Xu has entered into a service agreement with the Company for an initial term of three years commencing on 5 March 2021 unless terminated by not less than three months’ prior written notice or otherwise in accordance with the service agreement. She is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual salary of Ms. Xu is HK$240,000 which was determined with reference to, among others, the remuneration policy of the Company and her duties. The basic monthly salary payable by the Company is subject to annual review by the remuneration committee of the Company and decided by the Board. She will be entitled to a performance bonus as may be determined by the Board of the Company from time to time by reference to the financial performance of the Company as well as the individual performance.
As far as the Directors are aware, as at the Latest Practicable Date, Ms. Xu was not interested or deemed to be interested in any Shares or underlying Shares of the Company or of its associated corporations pursuant to Part XV of the SFO.
Save as disclosed above, Ms. Xu does not hold any other positions of the Group nor has she held any directorships in other listed public companies in the three years prior to the Latest Practicable Date. Ms. Xu does not have any relationship with other Directors, senior management, substantial or Controlling Shareholders.
There is no information which is disclosable nor is Ms. Xu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Ms. Xu that need to be brought to the attention of the Shareholders.
- (4) Mr. Ho Ho Tung Armen (何浩東), aged 45, was appointed as our independent nonexecutive Director on 7 March 2018. He is responsible for supervising, providing independent advice to our Board, serving as chairman of the audit committee and member of each of remuneration and nomination committee for our Group.
Mr. Ho received a MBA degree from the University of Chicago Booth School of Business, Master of Science degree in financial economics from University of London and Bachelor of Arts (Honours) degree in accountancy from City University of Hong Kong. He is currently a member of the Hong Kong Institute of Certified Public Accountants.
Mr. Ho has been an independent non-executive director of Sunlight Technology Holdings Limited (stock code: 1950) since the company’s listing in March 2020. He is also chief financial officer and company secretary of Tianyun International
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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
APPENDIX I
Holdings Limited (stock code: 6836) since February 2015. Prior to that, Mr. Ho was the chief financial officer of Tuenbo Group Limited and held various senior positions in Wisdom Asset Management Limited, Hermes Capital Limited and Evolution Group Limited (now known as Investec Group) specialised in asset management, private equity, and corporate finance. Mr. Ho also worked for PricewaterhouseCoopers Hong Kong, KPMG UK and Grant Thornton Corporate Finance UK from 1998 to 2006 specialising in audit, advisory and corporate finance.
Mr. Ho has entered into a letter of appointment with the Company dated 7 March 2018 under which he was appointed as independent non-executive Director of the Company for a term of three years commencing on 28 March 2018 and renewable automatically for successive terms of one year each commencing from the day next after the expiry of the then current term unless terminated by not less than one month’s prior written notice or otherwise in accordance with the letter of appointment. The letter of appointment was renewed on 28 March 2021 for a term of one year. Mr. Ho, in his capacity as an independent non-executive Director of the Company, is entitled to receive an aggregate amount of HK$120,000 per annum according to the letter of appointment, which was determined with reference to his duties in the Company.
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Ho was not interested or deemed to be interested in any Shares or underlying Shares of the Company or of its associated corporations pursuant to Part XV of the SFO.
Save as disclosed above, Mr. Ho does not hold any other positions of the Group nor has he held any directorships in other listed public companies in the three years prior to the Latest Practicable Date. Mr. Ho does not have any relationship with other Directors, senior management, substantial or Controlling Shareholders.
Save as disclosed above, there is no other matter concerning Mr. Ho that needs to be brought to the attention of the Shareholders nor is Mr. Ho involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.
- (5) Ms. Guo Hongyan (郭紅艷), aged 43, was appointed as our independent nonexecutive Director on 5 March 2021. She is responsible for supervising, providing independent advice to our Board.
Ms. Guo holds a Bachelor of Educational Information Technology from East China Normal University. Ms. Guo has almost 20 years of marketing and operation experiences in information technology platform. Ms. Guo also has extensive experiences in providing cloud service solutions to customers, including but not limited to various large cable network and telecom companies and internet platforms operators. From 2000 to 2003, she served as an engineer in the presales department in Hanyang Solar (Shanghai) Co., Ltd.* (漢陽光電(上海)有限公司). She was then working as a marketing specialist in Yuanmei Information Technology (Shanghai)
- For identification purposes only
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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
APPENDIX I
Co., Ltd. (元鎂信息科技(上海)有限公司) from 2003 to 2004. From 2004 to 2010, she served as a pre-sales and project manager in Shanghai Siqian Digital Technology Co., Ltd. (上海思遷數碼科技有限公司), a subsidiary of NASDAQ-listed company, SeaChange International, Inc. (stock code: SEAC). She then served as a key account solutions manager in Shanghai Sihua Technology Co., Ltd. (上海思華科技股份有限 公司) from 2011 to 2015. After that, she served as a manager of business cooperation department in Shanghai Shata Information Technology Co., Ltd. (上海 沙塔信息科技有限公司) from 2015 to 2019.
Ms. Guo has entered into a letter of appointment with the Company dated 5 March 2021 under which she was appointed as independent non-executive Director of the Company for a term of three years and renewable subject to retirement by rotation and re-election at the annual general meeting of the Company at least once every three years in accordance with the articles of association of the Company. Ms. Guo, in her capacity as an independent non-executive Director of the Company, is entitled to receive an aggregate amount of HK$96,000 per annum according to the letter of appointment which was determined with reference to the duties and responsibilities and the prevailing market conditions and practice.
As far as the Directors are aware, as at the Latest Practicable Date, Ms. Guo was not interested or deemed to be interested in any Shares or underlying Shares of the Company or of its associated corporations pursuant to Part XV of the SFO.
Save as disclosed above, Ms. Guo does not hold any other positions of the Group nor has she held any directorships in other listed public companies in the three years prior to the Latest Practicable Date. Ms. Guo does not have any relationship with other Directors, senior management, substantial or Controlling Shareholders.
Save as disclosed above, there is no other matter concerning Ms. Guo that needs to be brought to the attention of the Shareholders nor is Ms. Guo involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.
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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
APPENDIX II
The following is an explanatory statement required by the GEM Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 200,000,000 Shares.
Subject to the passing of the ordinary resolution no. 9 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, i.e. being 200,000,000 Shares, the Directors would be authorised under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 20,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.
2. REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.
Repurchase of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
3. FUNDING OF SHARE REPURCHASE
The Company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
4. IMPACT OF SHARE REPURCHASE
There may be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2021) in the event that the Share Repurchase Mandate is to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
APPENDIX II
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange from 1 June 2020 up to and including the Latest Practicable Date were as follows:
| Month | Highest | Lowest |
|---|---|---|
| HK$ | HK$ | |
| June 2020 | 1.73 | 0.70 |
| July 2020 | 4.41 | 1.73 |
| August 2020 | 3.63 | 2.40 |
| September 2020 | 3.50 | 0.69 |
| October 2020 | 1.45 | 0.82 |
| November 2020 | 1.59 | 1.20 |
| December 2020 | 3.50 | 1.32 |
| January 2021 | 4.07 | 1.95 |
| February 2021 | 3.12 | 1.89 |
| March 2021 | 2.62 | 1.98 |
| April 2021 | 2.49 | 1.98 |
| May 2021 | 2.14 | 1.83 |
| June 2021 | 2.01 | 1.44 |
| July 2021 | 1.58 | 0.98 |
| August 2021 (up to the Latest Practicable Date) | 1.12 | 0.89 |
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the GEM Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the GEM Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.
7. TAKEOVERS CODE
If as a result of the repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the
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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
APPENDIX II
meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, the following Controlling Shareholders held interests in the Shares of the Company as follows:
| Approximate | ||||
|---|---|---|---|---|
| percentage of | ||||
| shareholding if | ||||
| Approximate | the Share | |||
| percentage of | Repurchase | |||
| Number of | issued share | Mandate is | ||
| Name of Shareholder | Capacity/Nature of interest | shares held | capital | exercised in full |
| Ms. Cheung Lee1 | Interest of a controlled | 100,280,000 | 50.14% | 55.71% |
| corporation; interest held | ||||
| jointly with another person | ||||
| Mr. Szeto Man Wa2 | Interest of spouse | 100,280,000 | 50.14% | 55.71% |
| Mr. Law Ka Kin1 | Interest of a controlled | 100,280,000 | 50.14% | 55.71% |
| corporation; interest held | ||||
| jointly with another person | ||||
| Ms. Leung Kwok Mei3 | Interest of spouse | 100,280,000 | 50.14% | 55.71% |
| Mr. Lee Wing Leung | Interest of a controlled | 100,280,000 | 50.14% | 55.71% |
| Garlos1 | corporation; interest held | |||
| jointly with another person | ||||
| Ms. Ng Ka Po4 | Interest of spouse | 100,280,000 | 50.14% | 55.71% |
| JAG United1 | Beneficial interest | 100,280,000 | 50.14% | 55.71% |
Notes:
-
Ms. Cheung Lee, Mr. Law Ka Kin and Mr. Lee Wing Leung Garlos beneficially owns 33.33%, 33.33% and 33.33% of the issued share capital of JAG United respectively. By virtue of the SFO, each of Ms. Cheung Lee, Mr. Law Ka Kin and Mr. Lee Wing Leung Garlos is deemed to be interested in such Shares held by JAG United.
-
Mr. Szeto Man Wa is the spouse of Ms. Cheung Lee. By virtue of the SFO, Mr. Szeto Man Wa is deemed to be interested in the same number of Shares in which Ms. Cheung Lee is deemed to be interested under the SFO.
-
Ms. Leung Kwok Mei is the spouse of Mr. Law Ka Kin. By virtue of the SFO, Ms. Leung Kwok Mei is deemed to be interested in the same number of Shares in which Mr. Law Ka Kin is deemed to be interested under the SFO.
-
Ms. Ng Ka Po is the spouse of Mr. Lee Wing Leung Garlos. By virtue of the SFO, Ms. Ng Ka Po is deemed to be interested in the same number of Shares in which Mr. Lee Wing Leung Garlos is deemed to be interested under the SFO.
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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
APPENDIX II
In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Share Repurchase Mandate (if the shareholdings of the above shareholders and the capital structure of the Company otherwise remain the same), the aggregate shareholding of the above shareholders would be increased to approximately 63.49% of the issued share capital of the Company, as shown in the last column of the above table. Such increase in shareholding would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.
The Directors do not propose or intend to repurchase shares which could result in the aggregate number of Shares held by the public being reduced to less than 25% of the total issued Shares.
8. SHARE REPURCHASED BY THE COMPANY
During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
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NOTICE OF ANNUAL GENERAL MEETING
Stream Ideas Group Limited 源想集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8401)
Notice is hereby given that the Annual General Meeting of Stream Ideas Group Limited (the ‘‘Company’’) will be held at 8/F, The Wave, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 9 September 2021 at 9:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
-
To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditors for the year ended 31 March 2021;
-
To re-elect Mr. Law Ka Kin as executive director;
-
To re-elect Mr. Lee Wing Leung Garlos as executive director;
-
To re-elect Ms. Xu Xiuhong as executive director;
-
To re-elect Mr. Ho Ho Tung Armen as independent non-executive director;
-
To re-elect Ms. Guo Hongyan as independent non-executive director;
-
To authorise the board of directors of the Company to fix the remuneration of directors of the Company;
-
To re-appoint KPMG as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration;
-
To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
‘‘THAT:
-
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the ‘‘GEM Listing Rules’’) and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
-
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
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NOTICE OF ANNUAL GENERAL MEETING
- (c) for the purposes of this resolution:
‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:
-
(i) the conclusion of the next annual general meeting of the Company;
-
(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 applicable laws to be held; and
-
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.’’
-
To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
‘‘THAT:
-
(a) subject to compliance with the prevailing requirements of the GEM Listing Rules and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
-
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
-
(i) a Rights Issue (as defined below);
-
(ii) the exercise of options under a share option scheme of the Company; and
-
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,
shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
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NOTICE OF ANNUAL GENERAL MEETING
- (c) for the purposes of this resolution:
‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:
-
(i) the conclusion of the next annual general meeting of the Company;
-
(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 applicable laws to be held; and
-
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.
‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).’’
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
‘‘THAT conditional upon the passing of the resolutions no. 9 and 10 of the notice convening this meeting (the ‘‘Notice’’), the general mandate referred to in the resolution no. 10 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution no. 9 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).’’
By Order of the Board Stream Ideas Group Limited Law Ka Kin Executive Director
Hong Kong, 11 August 2021
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
All resolutions at the meeting will be taken by poll pursuant to the GEM Listing Rules and the Company’s articles of association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the GEM Listing Rules.
-
Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy (who must be an individual) to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
-
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 certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 9:00a.m. on Tuesday, 7 September 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Monday, 6 September 2021 to Thursday, 9 September 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 3 September 2021.
-
To minimise the risks of infection of COVID-19, the Company will take precautionary measures at the Annual General Meeting, including:
-
. compulsory body temperature checks for all attendees;
-
. prohibition from attendance at the Annual General Meeting if an attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the Annual General Meeting;
-
. compulsory wearing of surgical face masks throughout the Annual General Meeting;
-
. maintaining proper distance between seats; and
-
. no refreshments will be served at the Annual General Meeting.
-
In light of the continuing risks posed by COVID-19, the Company strongly advises Shareholders to appoint the Chairman of the Annual General Meeting as their proxy to vote according to their indicated voting instructions as an alternative to attending the Annual General Meeting in person.
-
Subject to the development of COVID-19, the Company may implement further changes to the arrangement of the Annual General Meeting and precautionary measures and may issue further announcement on such measures as appropriate.
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