SINGAMAS CONTAINER HOLDINGS LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
勝 獅 貨 櫃 企 業 有 限 公 司 SINGAMAS CONTAINER HOLDINGS LIMITED (Incorporated in Hong Kong with limited liability)
(Stock code: 716) NOTICE OF GENERAL MEETING NOTICE IS HEREBY GIVEN that a general meeting of Singamas Container Holdings Limited (the "Company") will be held at Unit A, 29/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on Wednesday, 19 November 2014 at 11:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution and special resolution of the Company respectively: ORDINARY RESOLUTION
1. "THAT:
(a) the Transactions (as defined in the circular of the Company dated 24 October
2014) (the "Circular") contemplated therein the Master Purchase Contract
2015 (as defined in the Circular) (a copy of which is tabled at the meeting and marked "A" and initialled by the chairman of the meeting for identification purposes) be and are hereby generally and unconditionally approved;
(b) the Annual Caps (as defined in the Circular) for the three financial years ending 31 December 2017 be and are hereby approved; and
(c) any director of the Company be and is hereby authorised as he considers necessary, to execute for and on behalf of the Company all other documents, instruments, notices or agreements to be incidental to, or ancillary to or in connection with the matters contemplated in the Master Purchase Contract
2015 and, to do all such other acts, matters or things for and on behalf of the Company, as may deem necessary or desirable to perfect, give effect to or implement any terms of the Transactions."
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2. "THAT:
(a) the amendments to the existing Memorandum and Articles of Association of the Company in the manner as set out in Appendix II to the circular of the Company dated 24 October 2014 be and are hereby approved; and
(b) the Articles of Association, a copy of which has been produced to the meeting marked "B" and initialled by the Chairman of the meeting for the purpose of identification, which, among other things, do not include any "objects" clauses, be and are hereby approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association of the Company with effect from the conclusion of this meeting and THAT any Director or the Company Secretary of the Company be and is hereby authorized to do all things necessary to effect and record the amendments to the Articles of Association of the Company."
By Order of the Board Chung Pui King, Rebecca Company Secretary
Hong Kong, 24 October 2014
Registered office:
19th Floor
Rykadan Capital Tower,
135 Hoi Bun Road, Kowloon, Hong Kong
Notes:
1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting should he so wish.
2. In order to be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that authority must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.
The Directors as at the date of this notice are Mr. Teo Siong Seng, Mr. Chan Kwok Leung and Mr. Teo Tiou Seng as executive Directors, Mr. Kuan Kim Kin and Mr. Tan Chor Kee as non-executive Directors and Mr. Cheng Fu Kwok, David, Mr. Lau Ho Kit, Ivan, Mr. Ong Ka Thai and Mr. Yang, Victor as independent non-executive Directors.
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