Jia Meng : NOTICE OF EXTRAORDINARY GENERAL MEETING.pdf

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JIA MENG HOLDINGS LIMITED

家 夢 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8101)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Jia Meng Holdings Limited (the''Company'') will be held at 10: 00 a.m. on 10 July 2017 at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTION

1. ''THAT:

2. the agreement dated 29 March 2017 (the''Agreement'', a copy of which is marked''A'', and initialed by the chairman of the EGM for identification purpose and tabled at the EGM) entered into between Ultimate Rise Limited (the''Purchaser'', a direct wholly-owned subsidiary of the Company) and Legendary Idea Limited (the''Vendor'') for the acquisition of the entire issued share capital of Pioneer One Investments Limited (the''Target Company'') at the aggregate maximum consideration of HK$212,000,000 (subject to adjustments) and all transactions contemplated thereunder including without limitation to the generality of the foregoing, the issue by the Company pursuant to the Agreement of convertible bond with a principal amount of HK$212,000,000 (the''Convertible Bonds''), which may be converted into 1,927,272,727 ordinary shares of HK$0.025 each in the share capital of the Company (the''Conversion Shares'') at the initial conversion price of HK$0.11 per Conversion Share (subject to adjustments) and the issue and allotment of the Conversion Shares upon exercise in full of the conversion rights attaching to the Convertible Bonds, be and are hereby approved, ratified and confirmed;

3. the creation and issue by the Company of the Convertible Bond to the Vendor in accordance with the terms and conditions as set out in the Agreement and the instrument constituting the Convertible Bond be and are hereby approved, ratified and confirmed;

4. the directors of the Company be and are hereby granted a specific mandate for the issue and allotment of the Conversion Shares of up to an aggregate maximum of 1,927,272,727 ordinary shares of HK$0.025 each in the share capital of the Company which may fall to be issued as consideration pursuant to the terms and conditions of the Agreement; and

5. any one director of the Company be and is hereby authorized to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivering all agreements, documents and instruments) which are in his/her opinion, necessary, appropriate, desirable or expedient to implement or give effect to the terms of the Agreement and the transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendments or waiver of matters relating thereto or in connection therewith.''

6. ''THATMr. Wong Pak Kan Martin be re-elected as an executive director of the Company.''

7. ''THATMs. Lai Mei Kwan be re-elected as an independent non-executive director of the Company.''

8. By order of the Board

   Jia Meng Holdings Limited Wong Siu Ki

   Executive Director

   Hong Kong, 23 June 2017

   Registered Office:

   Cricket Square Hutchins Drive

   P.O. Box 2681

   Grand Cayman, KY1-1111 Cayman Islands

   Head office and principal place of business in Hong Kong:

   Room 602

   New World Tower 1

   16-18 Queen's Road Central Central

   Hong Kong

   Notes:

9. Any shareholder entitled to attend and vote at the extraordinary general meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a shareholder of the Company.

10. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the extraordinary general meeting (or any adjournment thereof).

11. Completion and delivery of a form of proxy shall not preclude a shareholder from attending and voting in person at the extraordinary general meeting and in such event, the instrument appoint a proxy shall be deemed to be revoked.

12. Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled hereto; but if more than one of such joint holders be present at the extraordinary general 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 of the Company.

13. A form of proxy for use at the extraordinary general meeting is attached herewith.

14. Any voting at the extraordinary general meeting shall be taken by poll.

15. The form of proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

16. As at the date of this announcement, the executive Directors are Mr. Hung Cho Sing, Mr. Yim Yin Nang, Mr. Wong Siu Ki, Mr. Matthew Chung and Mr. Wong Pak Kan Martin; and the independent non-executive Directors are Ms. Lai Mei Kwan, Mr. Tang Kin Chor and Mr. Chan Chun Wing.

    This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

    This announcement will remain on the GEM website at http://www.hkgem.com on the ''Latest Company Announcements''page for at least seven days from the date of its posting and the Company's website at http://www.jmbedding.com.