CHINA ALL ACCESS (HOLDINGS) 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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 633) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "Meeting") of China All Access (Holdings) Limited (the "Company") will be held at Room 2402, 24/F., Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong, at 2:30 p.m. on Thursday, 5 February 2015 to consider and, if thought fit, pass the following resolution as ordinary resolution (with or without modification):
1. "THAT:
(1) the subscription agreement (the "Subscription Agreement") dated 23 December 2014 entered into between the Company as issuer and ZTE (H.K.) Limited as subscriber (the "Subscriber") in relation to the subscription by the Subscriber of the convertible bonds (the "Convertible Bonds") in the principal amount of HK$350,000,000, which may be converted into 109,375,000 ordinary shares of HK$0.01 each in the share capital of the Company (the "Conversion Share(s)") at the conversion price of HK$3.20 per Conversion Share (subject to adjustment) (the "Subscription") and the transactions contemplated thereby be and are hereby approved;
(2) the specific mandate for the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares, to be credited as fully paid, upon exercise of the conversion rights attaching to the Convertible Bonds in accordance with the terms and conditions of the Subscription Agreement and the Convertible Bonds be and are hereby approved;
(3) the directors of the Company be and are hereby authorised to take any step and execute whether under Common Seal of the Company or otherwise all such acts, matters, deeds, documents and to do all such acts or things as they may consider necessary, appropriate, desirable or expedient in connection with:
(a) the Subscription, the Subscription Agreement and all other transactions contemplated thereunder, and the closing and implementation thereof;
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(b) securing the fulfilment of the conditions precedent of completion of the
Subscription; and
(c) the approval of any amendments or variations to the Subscription Agreement or the granting of waivers of any matters contemplated thereby that are, in the directors' opinion, not fundamental to the transactions contemplated thereby and are in the best interests of the Company, including without limitation the signing (under the Common Seal of the Company where required or expedient) of any supplemental or ancillary agreements and instruments and the giving of any undertakings and confirmations for any such purposes."
By order of the Board
Chief Executive Officer
Hong Kong, 19 January 2015
Head office and principal place of business in Hong Kong:
Room 805, 8th Floor
Greenfield Tower, Concordia Plaza
1 Science Museum Road
Tsimshatsui, Kowloon
Hong Kong
Notes:
1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he is the holder of two or more shares (the "Shares") of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, whether in person or by proxy, then one of the said persons so present whose name stands first on the register in respect of such Shares shall alone be entitled to vote in respect thereof.
3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong share registrar and transfer office (the "Hong Kong Share Registrar") of the Company, Union Registrars Limited at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the meeting or any adjournment thereof.
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4. In order to qualify for attending the above meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than
4:00 p.m. on 4 February 2015.
5. Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person at the
Meeting or any adjournment thereof and in such event, the instrument appointing a proxy will be deemed to be revoked.
6. This notice has been printed in English and Chinese. In the event of any inconsistency, the English text of this notice shall prevail over its Chinese text.
As at the date of this notice, the executive Directors are Mr. Chan Yuen Ming, Mr. Shao Kwok Keung, and Mr. Xiu Zhi Bao;the non-executive Director is Mr. Xu Qiang; and the independent non-executive Directors are Mr. Pun Yan Chak, Mr. Wong Che Man Eddy and Mr. Lam Kin Hung Patrick.
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