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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

PanAsialum Holdings Company Limited ࿲ජྼุණྠϞࠢʮ̡

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2078)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of PanAsialum Holdings Company Limited (the "Company") will be held at 11:00 a.m. on Friday, 26 October 2018 at 31st Floor, Cambridge House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

"THAT:

1

  • (a) The Disposal and the transactions contemplated under the Agreement dated 28 December 2017 entered into among PanAsia Aluminium (Hong Kong) Limited, PanAsia Trading Limited, Lumy Houseware (Shanghai) Company Limited, Lumy House Limited and Madam Shao be hereby approved, confirmed and ratified;

  • (b) the 1st Deed of Novation in relation to the change in Purchaser of the Agreement be and is hereby approved, ratified and confirmed; and

  • (c) any one Director be and is hereby authorised to do all such acts and things, negotiate, approve, sign, initial, ratify and/or execute all documents which may in his/her opinion be necessary, desirable or expedient to implement and give effect to any matters arising from, relating to or incidental to the Agreement.

2

  • (a) The Management Service Agreement dated 28 December 2017 entered into among the Company, Lumy Houseware (Shanghai) Company Limited, Lumy House Limited, OPLV (Nanyang) Door and Windows System Co., Ltd and OPLV Architectural Design Pty Ltd and the transactions contemplated thereunder be hereby approved, confirmed and ratified;

  • (b) the 2nd Deed of Novation in relation to the change in party to the Management Service Agreement be and is hereby approved, ratified and confirmed; and

  • (c) any one Director be and is hereby authorised to do all such acts and things, negotiate, approve, sign, initial, ratify and/or execute all documents which may in his/her opinion be necessary, desirable or expedient to implement and give effect to any matters arising from, relating to or incidental to the Management Service Agreement.

    3

  • (a) The Framework Agreement dated 28 December 2017 entered into between the Company and Lumy House Limited and the transactions contemplated thereunder be hereby approved, confirmed and ratified; and

  • (b) any one Director be and is hereby authorised to do all such acts and things, negotiate, approve, sign, initial, ratify and/or execute all documents which may in his/her opinion be necessary, desirable or expedient to implement and give effect to any matters arising from, relating to or incidental to the Framework Agreement.

For and on behalf of the Board PanAsialum Holdings Company Limited

Huang Gang

Chairman

Hong Kong, 10 October 2018

*For identification purpose onlyNotes:

  • 1. A member of the Company entitled to attend and vote at the EGM is entitled to appoint another person at his/her/its proxy to attend and vote in his/her/its stead in accordance with the bye-laws of the Company. A proxy needs not be a member of the Company.

  • 2. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

  • 3. In order to be valid, the form of proxy, together with a 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 at Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  • 4. In the case of joint holders of Shares, any one of such holders may vote at the EGM, 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 EGM 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.

  • 5. The register of members of the Company will be closed from Tuesday, 23 October 2018 to Friday, 26 October 2018, both days inclusive, during which period no transfer of shares shall be registered.

    In order to qualify for attending and voting at the forthcoming EGM, all transfers of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 22 October 2018.

As at the date of this notice, the executive Directors are Dr. Huang Gang and Mr. Wong Kwok Wai Eddy; non-executive Directors are Mr. Cosimo Borrelli, Ms. Chi Lai Man Jocelyn and Ms. Cai Xinyu Annabelle; and the independent non-executive Directors are Mr. Mar Selwyn, Mr. Leung Ka Tin and Dr. Cheung Wah Keung.

Attachments

  • Original document
  • Permalink

Disclaimer

PanAsialum Holdings Company Limited published this content on 09 October 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 09 October 2018 10:12:04 UTC