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Transmit Entertainment Limited — Proxy Solicitation & Information Statement 2015
May 13, 2015
49852_rns_2015-05-12_e0dcbc7b-f57f-428b-a193-d86a57501bc5.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 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.
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Pegasus Entertainment Holdings Limited 天 馬 影 視 文 化 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1326)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘EGM’’) of Pegasus Entertainment Holdings Limited (the ‘‘Company’’) will be held at Rooms 1801–02, Westlands Centre, 20 Westlands Road, Quarry Bay, Hong Kong at 4:00 p.m. on Friday, 29 May 2015 for the purposes of considering and, if thought fit, passing the following resolution as ordinary resolution:
ORDINARY RESOLUTION
(1) ‘‘THAT:
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(a) the agreement dated 6 March 2015 (as amended by a supplemental agreement dated 30 April 2015) (the ‘‘Agreement’’) entered into between the Green Riches Holdings Limited, which is a direct wholly-owned subsidiary of the Company, as purchaser (the ‘‘Purchaser’’), the Company and Ms. Wong Kit Fong (the ‘‘Vendor’’) as vendor in relation to the acquisition of the entire issued share capital of Chili Advertising & Promotions Limited by the Purchaser, a copy of the which has been produced to this meeting marked ‘‘A’’ and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(b) the allotment and issue of 46,000,000 new ordinary shares of HK$0.01 each (the ‘‘Consideration Shares’’) in the share capital of the Company to the Vendor credited as fully paid at an issue price of HK$1.26 per Consideration Share pursuant to terms and conditions of the Agreement be and are hereby approved; and
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(c) any one or more of the directors of the Company be and is/are hereby authorised to implement and take all steps and do all acts and things and execute all such documents (including under seal) which he/she/they consider necessary or
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expedient to give effect to the Agreement and the transactions contemplated thereunder including but not limited to the allotment and issue of the Consideration Shares.’’
By order of the Board Pegasus Entertainment Holdings Limited Wong Pak Ming Chairman
Hong Kong, 13 May 2015
Registered office: Principal place of business in Hong Kong: Cricket Square Rooms 1801–2 Hutchins Drive Westlands Centre P.O. Box 2681 20 Westlands Road Grand Cayman KY1-1111 Quarry Bay Cayman Islands Hong Kong
Notes:
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A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member 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.
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In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should you so wish.
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In the case of joint holders of shares, any one such holders may vote at the meeting, either personally or by proxy, in respect of such shares as if he was 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 in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
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The voting on the resolutions at the EGM will be conducted by way of a poll.
As at the date of this announcement, the executive directors of the Company are Mr. Wong Pak Ming, Ms. Wong Yee Kwan Alvina and Mr. Wong Chi Woon Edmond and the independent non-executive directors of the Company are Mr. Lam Kam Tong, Mr. Lo Eric Tien-cheuk and Mr. Tang Kai Kui Terence.
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