Common use of EGM Clause in Contracts

EGM. The EGM will be convened and held for the purpose of considering and, if thought fit, approving the Subscription Agreements and the transactions contemplated thereunder and the grant of the Specific Mandates for the allotment and issue of the Subscription Shares. To the best of the knowledge, information and belief of the Directors, no existing Shareholder has a material interest in the transactions contemplated under the Subscription Agreement I and no Shareholder is required to abstain from voting on the resolution(s) to approve the Subscription Agreement I and the transactions contemplated thereunder at the EGM. To the best of the knowledge, information and belief of the Directors, no existing Shareholder has a material interest in the transactions contemplated under the Subscription Agreement II and no Shareholder is required to abstain from voting on the resolution(s) to approve the Subscription Agreement II and the transactions contemplated thereunder at the EGM. A circular containing, among other things, (i) details of the Subscription Agreements and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee containing its opinion and recommendations to the Independent Shareholders in respect of the Subscription Agreement I and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Subscription Agreement I and the transactions contemplated thereunder; and (iv) a notice convening the EGM, will be despatched to the Shareholders on or before 2 December 2024 in order to allow the Company sufficient time to prepare the necessary information for inclusion in the circular. Completion of the Subscriptions are subject to the satisfaction of the conditions precedent in the Subscription Agreements, and the Subscriptions may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

EGM. The EGM New Procurement Agreement and the New Processing Agreement will be convened and held tabled at the EGM at which ordinary resolutions will be proposed for the purpose of considering Independent Shareholders to consider and, if thought fit, approving approve the Subscription Agreements New Procurement Agreement and the transactions contemplated thereunder and the grant of the Specific Mandates for the allotment and issue of the Subscription Shares. To the best of the knowledgeNew Processing Agreement, information and belief of the Directors, no existing Shareholder has a material interest in the transactions contemplated under the Subscription Agreement I and no Shareholder is required to abstain from voting on the resolution(s) to approve the Subscription Agreement I and the transactions contemplated thereunder at the EGM. To the best of the knowledge, information and belief of the Directors, no existing Shareholder has a material interest in the transactions contemplated under the Subscription Agreement II and no Shareholder is required to abstain from voting on the resolution(s) to approve the Subscription Agreement II and the transactions contemplated thereunder at the EGM. A circular containing, among other things, (i) details of the Subscription Agreements and the transactions contemplated thereunder; , and the relevant annual caps. As Xxxxxx Xxxxxxxx is currently owned as to 75% by Xx. Xxx Xxxxxxx and 25% by Xx. Xxx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxx Xxxxxxx and their associates (iii.e. including Ho Born Investment Holdings Limited and Well Born Industrial Group Limited) a letter will abstain from voting at the Independent Board Committee containing its opinion EGM on the resolutions to approve the New Procurement Agreement and recommendations to the Independent Shareholders in respect of the Subscription Agreement I and New Processing Agreement, the transactions contemplated thereunder; (iii) a letter of advice from , and the relevant annual caps. In the event that the Independent Financial Adviser Shareholders do not approve the New Procurement Agreement and the New Processing Agreement and the relevant annual cap(s) at the EGM, the Company will ensure that the aggregate annual transactions amounts under the New Procurement Agreement and the New Processing Agreement fall within 5% threshold, and will make announcement to inform the shareholders of the Company and the investor public as and when necessary. An independent board committee comprising all independent non-executive Directors, has been established to advise the Independent Board Committee Shareholders and an independent financial adviser, Alliance Capital Partners Limited, a corporation licensed to carry out Type 1 and Type 6 regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), has been appointed to advise both the independent board committee and the Independent Shareholders in respect of the Subscription New Procurement Agreement I and the New Processing Agreement, and the transactions contemplated thereunder. A circular containing, inter alia, (1) further information on the New Procurement Agreement and the New Processing Agreement; (2) the notice of the EGM; (3) the letter from an independent financial adviser to both the independent board committee and the Independent Shareholders; and (iv4) a notice convening the EGM, will be despatched recommendation of the independent board committee to the Shareholders on or before 2 December 2024 in order Independent Shareholders, is expected to allow the Company sufficient time to prepare the necessary information for inclusion in the circular. Completion of the Subscriptions are subject be dispatched to the satisfaction of the conditions precedent in the Subscription Agreements, and the Subscriptions may or may not proceed. Shareholders and potential investors shareholders of the Company are advised to exercise caution when dealing in the Sharesno later than 13 December 2016.

EGM. The EGM Company will convene an EGM, at which resolutions will be convened and held proposed for the purpose of considering and, if thought fit, approving the Subscription Agreements and the transactions contemplated thereunder and approval of (i) the grant of Share Options to each of Xx. Xxxx and Mr. xxx Xxxxxx; and (ii) the Specific Mandates for New Master Purchase Agreement and the allotment Annual Caps. Pursuant to the requirements under the Listing Rules, Xxxx and issue its associates (who together hold 166,696,754 Shares, representing approximately 16% of the Subscription Shares. To the best issued share capital of the knowledge, information and belief Company as at the date of the Directors, no existing Shareholder has a material interest in the transactions contemplated under the Subscription Agreement I and no Shareholder is this announcement) are required to abstain from voting on for the relevant resolution(s) to approve the Subscription New Master Purchase Agreement I and the transactions contemplated thereunder at the EGMAnnual Caps. To the best of the knowledge, information and belief of the Directors, no existing Shareholder has a material interest in the transactions contemplated under the Subscription Agreement II and no Shareholder is required The Company will appoint an independent financial adviser to abstain from voting on the resolution(s) to approve the Subscription Agreement II and the transactions contemplated thereunder at the EGM. A circular containing, among other things, (i) details of the Subscription Agreements and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee containing its opinion and recommendations to the Independent Shareholders in respect of the Subscription Agreement I and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to the fairness and reasonableness of the New Master Purchase Agreement and the Annual Caps, and to advise the Independent Shareholders as to how they should vote in respect of the Subscription transactions contemplated under the New Master Purchase Agreement I at the EGM. The Independent Board Committee comprising all independent non-executive Directors has been established to advise the Independent Shareholders as to whether the New Master Purchase Agreement is on normal commercial terms, the terms of which are fair and reasonable insofar as the Independent Shareholders are concerned, and to advise the Independent Shareholders as to how they should vote in respect of the transactions contemplated thereunderunder the New Master Purchase Agreement at the EGM, after taking into account of the recommendations of the independent financial adviser to be appointed by the Company. The Company will send a circular to the Shareholders as soon as practicable setting out (i) further information in relation to the grant of Share Options to each of Xx. Xxxx and Mr. xxx Xxxxxx and the New Master Purchase Agreement as required under the Listing Rules; (ii) the letter of advice from the independent financial adviser to the Board and the Independent Shareholders regarding the New Master Purchase Agreement; and (iviii) a the notice convening the EGM, will be despatched to the Shareholders on or before 2 December 2024 in order to allow the Company sufficient time to prepare the necessary information for inclusion in the circular. Completion of the Subscriptions are subject to the satisfaction of the conditions precedent in the Subscription Agreements, and the Subscriptions may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.