LAI SUN GARMENT (INTERNATIONAL) LIMITED 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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
"THAT:
(a) the Acquisition (as defined in the Company's circular dated 2 December 2014) and the transactions contemplated thereunder (including the Agreement (as defined in the Company's circular dated 2 December 2014) and the terms and conditions thereof) and all matters in connection therewith or incidental thereto be and are hereby approved, confirmed and ratified;
(b) the directors of the Company ("Directors") and such person or persons authorised by the Directors be and are hereby authorised to do all such acts and things, including without limitation (i) agreeing to and making such variation and amendment to the documents in connection with or incidental to the Acquisition and the transactions contemplated thereunder and (ii) signing, executing and delivery such documents, which are in their opinion necessary, appropriate, desirable or expedient to implement or give effect to the Acquisition and the transactions contemplated thereunder; and
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(c) to the extent that any of the foregoing acts and things have been done by the Directors
and/or any persons, such acts and things be and are hereby confirmed and ratified.
By order of the board of directors of
Lai Sun Garment (International) Limited Tse Pik HaCompany Secretary
Hong Kong, 2 December 2014
Registered Office:
11th Floor
Lai Sun Commercial Centre
680 Cheung Sha Wan Road
Kowloon
Hong Kong
Notes:
1. A Member entitled to attend and vote at the GM convened by the above notice ("Notice") or its adjourned meeting (as the case may be) is entitled to appoint one (or if he/she/it holds two or more shares in the share capital of the Company ("Shares"), more than one) proxy to attend the GM and, on a poll, vote on his/her/its behalf in accordance with the Articles of Association of the Company. A proxy need not be a Member.
2. A form of proxy for use at the GM is enclosed with this Notice and is also available at the respective websites of The Stock Exchange of Hong Kong Limited ("Stock Exchange") and the Company.
3. 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 of such power or authority, must be lodged with the Company's share registrar, Tricor Tengis Limited ("Registrar"), at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for holding the GM or its adjourned meeting (as the case may be) and in default, the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude Members from attending in person and voting at the GM or at its adjourned meeting (as the case may be) should they so wish. In such a case, the said form(s) of proxy shall be deemed to be revoked.
The contact phone number of the Registrar is (852) 2980 1333.
4. To ascertain the entitlements to attend and vote at the GM, Members must lodge the relevant transfer
document(s) and share certificate(s) at the office of the Registrar no later than 4:30 p.m. on Monday, 15
December 2014 for registration.
5. Where there are joint registered holders of any Shares, any one of such joint holders may attend and vote at the GM or its adjourned meeting (as the case may be), either in person or by proxy, in respect of such Shares as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the GM or its adjourned meeting (as the case may be), either in person or by proxy, that one of such holders 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.
6. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on the Stock Exchange, save for resolutions which relate purely to a procedural or administrative matter to be voted by a show of hands, vote of the shareholders at a general meeting must be taken by poll. Accordingly, voting on the resolution proposed in this Notice shall be decided by way of poll at the GM.
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7. If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 9:00 a.m. and 5:00 p.m. on the date of the GM, the GM will be postponed and the Members will be informed of the date, time and venue of the postponed GM by a supplementary notice posted on the respective websites of the Company and the Stock Exchange.
If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled at or before 9:00 a.m. on the date of the GM and where conditions permit, the GM will be held as scheduled.
The GM will be held as scheduled when an amber or red rainstorm warning signal is in force.
Having considered their own situations, Members should decide on their own whether they would attend the GM under any bad weather condition and if they do so, they are advised to exercise care and caution.
8. Members are advised to read the circular of the Company dated 2 December 2014 which contains information concerning the resolution to be proposed in the GM.
As at the date of this announcement, the Board comprises six executive directors, namely Dr. Lam Kin Ming (Chairman), Dr. Lam Kin Ngok, Peter (Deputy Chairman), Mr. Chew Fook Aun (Deputy Chairman), Madam U Po Chu, Mr. Lam Kin Hong, Matthew and Mr. Lam Hau Yin, Lester (also alternate to Madam U Po Chu); and three independent non-executive directors, namely Messrs. Chow Bing Chiu, Lam Bing Kwan a n d Leung Shu Yin, William.
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