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.

GREENLAND HONG KONG HOLDINGS LIMITED ၠή࠰ಥછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 337)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the "EGM") of Greenland Hong Kong Holdings Limited (the "Company") will be held at 7th Floor, Conrad Hong Kong Hotel, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 6 March 2018 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following ordinary resolutions of the Company:

1. "THAT:

  • (a) the entering into of the connected subscription agreements (the "Connected Subscription Agreements") (as defined and described in the circular of the Company dated 14 February 2018) and the transactions contemplated thereunder be and are hereby approved, confirmed, authorised and ratified, and any one of the directors of the Company (the "Directors") be and is hereby authorised to do all such further acts and things and execute all such further documents and take all steps as he/she may in his/her absolute opinion deem necessary, desirable or expedient to implement and/or give effect to the transactions contemplated thereunder with such changes as he/she may in his/her absolute opinion deem necessary, desirable or expedient; and

  • (b) subject to the fulfillment of the conditions of the Connected Subscription Agreements and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Connected Subscription Shares (as defined in the Connected Subscription Agreements) (the "Connected Subscription Shares"), the Directors be and are hereby granted a specific mandate (the "Connected Mandate") to allot and issue the Connected Subscription Shares on the terms and conditions of the Connected Subscription Agreements; and the Connected Mandate is in additional to and shall not prejudice or revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company."

  • 2. "THAT the entering into of the employee subscription agreements (the "Employee Subscription Agreements") (as defined and described in the circular (the "Circular") of the Company dated 14 February 2018) and the transactions contemplated thereunder be and are hereby approved, confirmed, authorised and ratified, and any one of the directors of the Company (the "Directors") be and is hereby authorised to allot and issue the Employee Subscription Shares (as defined in the Circular) subject to the terms and conditions as set out in the ESOP (as defined in the Circular) and the respective Subscription Agreements, and to do all such further acts and things and execute all such further documents and take all steps as he/she may in his/her absolute opinion deem necessary, desirable or expedient to implement and/or give effect to the transactions contemplated thereunder with such changes as he/she may in his/her absolute opinion deem necessary, desirable or expedient."

    By order of the Board

    Greenland Hong Kong Holdings Limited

    Chairman

    Hong Kong, 14 February 2018

    Registered office:

    Principal place of business in Hong Kong:

    Cricket Square

    Unit 5711, 57/F

    Hutchins Drive

    The Center

    P.O. Box 2681

    99 Queen's Road Central

    Grand Cayman, KY1-1111

    Hong Kong

    Cayman Islands

    Notes:

    Chen Jun

  • 1. All the resolutions at the EGM will be taken by way of poll and 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 Listing Rules.

  • 2. Any Shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more (if he/she/it holds two or more shares) proxies to attend and vote in his/her/its place.

    A proxy need not be a member of the Company.

  • 3. In order to be valid, the completed form of proxy 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 or other authority) must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).

  • 4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or at any adjournment thereof (as the case may be) and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • 5. In the case of joint holders of any share(s), any one of such joint holders may vote (either in person or by proxy) in respect of such share(s) as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the EGM (whether in person or by proxy), the vote of the joint holder whose name stands first in the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.

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

  • 7. Record date (being the last date for registration of any share transfer given there will be no book closure) for determining the entitlement of the shareholders of the Company to attend and vote at the proposed EGM will be 5 March 2018.

As at the date of this announcement, the executive directors of the Company are Mr. Chen Jun, Mr. Wang Weixian, Mr. Hou Guangjun, Mr. Wu Zhengkui and Ms. Wang Xuling; and the independent non-executive Directors are Mr. Cheong Ying Chew, Henry, Mr. Fong Wo, Felix, JP, and Mr. Kwan Kai Cheong.

Greenland Hong Kong Holdings Limited published this content on 14 February 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 February 2018 00:35:06 UTC.

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