AI assistant
Sunac China Holdings Limited — Proxy Solicitation & Information Statement 2018
May 9, 2018
50266_rns_2018-05-09_e88921e6-3ae3-4e4e-b789-764134686a4f.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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.
SUNAC CHINA HOLDINGS LIMITED 融創中國控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 01918)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ Meeting ”) of Sunac China Holdings Limited (the “ Company ”) will be held at Meeting Room 1, 10/F, Building C7, Magnetic Plaza, Binshuixi Road, Nankai District, Tianjin, the PRC on 28 May 2018 at 10:00 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“THAT:
-
(a) the strategic cooperation agreement dated 29 January 2018 (a copy of which is marked “A” and signed by the chairman of the Meeting for the purpose of identification) (the “ Strategic Cooperation Agreement ”) entered into between the Company, Dalian Wanda Commercial Management Group Co., Ltd. (大連萬達商業管理集團股份有限公司) (formerly known as Dalian Wanda Commercial Properties Co., Ltd. (大連萬達商業地產股份有限公司)) and Dalian Wanda Group Co., Ltd.* (大連萬達集團股份有限公司) in relation to the Cooperation (as defined in the Company’s circular dated 10 May 2018) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
-
(b) any one director of the Company (the “ Director ”) or (if affixing of seal is required) any two Directors be authorised for and on behalf of the Company, among others, to sign, execute, perfect, deliver (including under seal where applicable) all such other documents and deeds, and to do or authorise doing all such acts, matters and things, as he may in his absolute discretion consider necessary, expedient or desirable to give effect to and implement and/or complete all matters in connection with:
-
(i) the Cooperation, the Strategic Cooperation Agreement and all other matters contemplated thereunder, and the closing and implementation thereof;
-
(ii) securing the fulfillment of the conditions precedent for completion of the Cooperation; and
-
(iii) the approval of any amendments or variations to the Strategic Cooperation Agreement and/or the Cooperation or the granting of waivers of any matters contemplated thereby that are, in the Director’s opinion, of a non-material nature and are in the interests of the Company, including without limitation the signing (under the common seal of the
— 1 —
Company where required or expedient) of any supplemental or ancillary agreements and instruments and the giving of any undertakings and confirmations for any such purposes, and all of such acts of the Director(s) as aforesaid be hereby approved, confirmed and ratified.”
By order of the Board Sunac China Holdings Limited SUN Hongbin Chairman
Hong Kong, 10 May 2018
Head Office and Principal Place of Business in the PRC:
Registered Office: Head Office and Principal Place of 190 Elgin Avenue the PRC: George Town Beijing Office: Grand Cayman KY1- 9005 26/F, Block B, Rongke Wangjing Center Cayman Islands Wangjing Dongyuan, Chaoyang District Beijing The PRC Postal code: 100102
Tianjin Office:
10/F, Building C7, Magnetic Plaza Binshuixi Road, Nankai District Tianjin The PRC Postal code: 300381
Principal place of business in Hong Kong:
36/F, Tower Two, Times Square 1 Matheson Street Causeway Bay Hong Kong
* for identification purpose only
Notes:
-
(i) A shareholder entitled to attend and vote at the above Meeting or any adjournment thereof is entitled to appoint another person as his/her proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each proxy is so appointed.
-
(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the persons so present whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.
— 2 —
-
(iii) In order to be valid, a form of proxy in the prescribed form must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above Meeting (or any adjourned meeting thereof) if they so wish.
-
(iv) As at the date of this notice, the executive directors of the Company are Mr. SUN Hongbin, Mr. WANG Mengde, Mr. JING Hong, Mr. CHI Xun, Mr. TIAN Qiang, Mr. SHANG Yu, Mr. HUANG Shuping and Mr. SUN Kevin Zheyi; and the independent non-executive directors of the Company are Mr. POON Chiu Kwok, Mr. ZHU Jia, Mr. LI Qin and Mr. MA Lishan.
— 3 —