Ground International Development : Announcements and Notices - Notice of Special General Meeting

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GROUND INTERNATIONAL DEVELOPMENT LIMITED

廣 澤 國 際 發 展 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 989)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ''Meeting'') of Ground International Development Limited (the ''Company'') will be held at Drawing Room, Mezzanine Level, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Wednesday, 4 September 2019 at 11:15 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company. Unless the context requires otherwise, capitalised terms used herein shall have the same meaning as defined in the circular of the Company dated 20 August 2019 (the ''Circular''):

ORDINARY RESOLUTIONS

1. ''THAT

1. the form and substance of the Corporate Guarantee and Financial Assistance Framework Agreement (a copy of the Agreement is marked ''A'' and produced to the Meeting and signed by the chairman of the Meeting for identification purpose), the transactions contemplated thereunder and the proposed caps of the transactions thereunder be and are hereby ratified, confirmed and approved and any of the Director be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Corporate Guarantee and Financial Assistance Framework Agreement and the transactions contemplated thereunder, including the proposed cap amounts; and
2. any one or more of the Directors 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, where applicable) which he/she/they consider(s) necessary, desirable or expedient to give effect to the Corporate Guarantee and Financial Assistance Framework Agreement and the transactions contemplated thereunder and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interests of the Company and its shareholders as a whole.''

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2. ''THAT

1. the form and substance of the Guarantee Services Framework Agreement (a copy of the Agreement is marked ''B'' and produced to the Meeting and signed by the chairman of the Meeting for identification purpose), the transactions contemplated thereunder and the proposed caps of the transactions thereunder be and are hereby ratified, confirmed and approved and any of the Director be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Guarantee Services Framework Agreement and the transactions contemplated thereunder, including the proposed cap amounts; and
2. any one or more of the Directors 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, where applicable) which he/she/they consider(s) necessary, desirable or expedient to give effect to the Guarantee Services Framework Agreement and the transactions contemplated thereunder and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interests of the Company and its shareholders as a whole.''

	Yours faithfully,
	By order of the Board of
	Ground International Development Limited
	Cui Xintong
	Chairperson
Hong Kong, 20 August 2019
Registered office:	Head office and principal place of
Clarendon House	business in Hong Kong:
2 Church Street	Room 1305, 13th Floor
Hamilton HM11	China Resources Building
Bermuda	No. 26 Harbour Road
	Wanchai, Hong Kong

Notes:

1. With the exception of Hong Kong Securities Clearing Company Limited (who may appoint more than two proxies), a member of the Company entitled to attend and vote at the above meeting is entitled to appoint not more than two proxies who shall be natural persons to attend and vote on his/her/its behalf. A proxy need not be a member of the Company.
2. To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited with the Company's principal share registrar or branch share registrar as follows:
3. 1. in case of those members registered on the principal register: at the office of the Company's principal share registrar, MUFG Fund Services (Bermuda) Limited, c/o RBC Corporate Services Hong Kong Limited at 42/F, One Taikoo Place, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong; and

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1. in case of those members registered on the Hong Kong branch register: at the office of the Company's Hong Kong branch share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong,

as soon as possible but in any event and in both cases, not less than 48 hours before the time appointed for holding the special general meeting or at any adjournment thereof.

1. In order to be entitled to attend and vote at the meeting as members of the Company, all properly completed transfer forms accompanied by the relevant Hong Kong share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on the record date, i.e. Wednesday, 28 August 2019.
2. In the case of joint holders of any share of the Company, any one of such joint holders may vote at the above meeting, either in person or by proxy, in respect of such share of the Company as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the above meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
3. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the special general meeting or at any adjournment thereof should you so wish and in such event, the form of proxy will be deemed to be revoked.
4. Pursuant to the Listing Rules, all the resolutions proposed at the special general meeting will be decided by way of a poll.
5. As at the date of this notice, the executive Directors are Ms. Cui Xintong and Ms. Liu Hongjian; the non- executive Director is Mr. Cong Peifeng and the independent non-executive Directors are Mr. Tsang Hung Kei, Mr. Zhu Zuoan and Mr. Wang Xiaochu.

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