THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, registered institutions in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Nine Express Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

NINE EXPRESS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00009)

PROPOSED FURTHER CHANGE OF COMPANY NAME

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM of Nine Express Limited to be held at Room 4101, 41/F., Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Wednesday, 15 January 2020 at 3:00 p.m. is set out in this circular. A form of proxy for use at the SGM is enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.nine- express.com.hk).

Whether or not you intend to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so desire.

23 December 2019

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

2.

Proposed Further Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

3.

SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

4.

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

5.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

6.

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

N-1

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

"Board"

the board of Directors

"Company"

Nine Express Limited, a company incorporated in Bermuda with

limited liability and the issued shares of which are listed on the

Stock Exchange

"Director(s)"

the director(s) of the Company

"Further Change of Company

the proposed change of the name of the Company from "Nine

Name"

Express Limited" to "KEYNE LTD" together with the adoption of

a new Chinese name "金奧國際股份有限公司" for identification

purpose only, to replace the existing secondary name in Chinese of

the Company, namely "九號運通有限公司"

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong Dollars, the lawful currency of Hong Kong Special

Administrative Region of the People's Republic of China

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Notice of the SGM"

the notice convening the SGM as set out on pages N-1 to N-2 of

this circular

"SGM"

the special general meeting of the Company to be convened to

approve the proposed Further Change of Company Name

"Share(s)"

the share(s) of par value of HK$0.01 each in the capital of the

Company

"Shareholder(s)"

the holder(s) of Share(s)

"Special Resolution"

the proposed special resolution on the Further Change of Company

Name as referred to in the Notice of the SGM

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

- 1 -

LETTER FROM THE BOARD

NINE EXPRESS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00009)

Executive Directors:

Registered Office:

Ms. Qian Ling Ling (Chairman)

Clarendon House

Mr. Zhang Li (Chief Executive Officer)

2 Church Street

Mr. Xiang Junjie

Hamilton HM11

Bermuda

Independent non-executive Directors:

Mr. Tsui Pui Hung

Head office and principal place

Mr. Tang Ping Sum

of business in Hong Kong:

Mr. Chiu Sin Nang, Kenny

Room 4101, 41/F

Lee Garden One

33 Hysan Avenue

Causeway Bay

Hong Kong

23 December 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED FURTHER CHANGE OF COMPANY NAME

AND

NOTICE OF THE SGM

1. INTRODUCTION

Reference is made to the circular (the "First Circular") dated 9 October 2019 and the announcement (the "Announcement") of Nine Express Limited (the "Company") dated 1 November 2019 in relation to the proposed change of the Company's name from "Nine Express Limited" (the "Present Name") to "KEYNE INC." (the "Proposed Name"). The change of name was approved by the Company's shareholders (the "Shareholders") by way of poll at the special general meeting held on 1 November 2019.

- 2 -

LETTER FROM THE BOARD

2. PROPOSED FURTHER CHANGE OF COMPANY NAME

Having obtained Shareholders' approval at the special general meeting on 1 November 2019, the Company then submitted an application on 11 November 2019 to the Registrar of Companies in Bermuda (the "Registrar") to change the Present Name of the Company to the Proposed Name. However, the application was rejected by the Registrar for the reason that the Proposed Name is not permissible for registration as the name of the Company.

As a result, the Board decided to instead change the Company's name to "KEYNE LTD" (the "Newly Proposed Name") and the Chinese name for identification purpose only of "金奧國際股份有限公司" shall remain unchanged (the "Further Change of Company Name"). It is confirmed that the Newly Proposed Name is permissible for registration with the Registrar.

Conditions of the proposed Further Change of Company Name

The Further Change of Company Name will be subject to the following conditions:

  1. the passing of a special resolution by the Shareholders approving the Further Change of Company Name at the SGM; and
  2. the approval by the Registrar of Companies in Bermuda having been obtained for the proposed Further Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Further Change of Company Name will take effect from the date of the certificate of incorporation on change of company name to be issued by the Registrar of Companies in Bermuda in respect of the Further Change of Company Name. The Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong and the Registrar of Companies in Bermuda upon the Further Change of Company Name becoming effective.

Reasons for the proposed Further Change of Company Name

The Board considers that the proposed Further Change of Company Name will provide the Company with a new corporate image which will benefit the Company's future business development. Therefore, the Board considers that the proposed Further Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effects of the Further Change of Company Name

The Further Change of Company Name will not affect any of the rights of the existing Shareholders. Once the Further Change of Company Name becomes effective, any issue of share certificates of the Company thereafter will be in the new name of the Company and the Shares will be traded on the Stock Exchange in the new name of the Company. All existing share certificates of the Company in issue bearing the current name of the Company will, after the Further Change of

- 3 -

LETTER FROM THE BOARD

Company Name becoming effective, continue to be evidence of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes for the same number of Shares in the new name of the Company.

There will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

The Company will make further announcement(s) on the effective dates of the Further Change of Company Name and subject to the confirmation by the Stock Exchange the new stock short name of the Company under which the Shares will be traded on the Stock Exchange.

3. SGM

The SGM will be held at Room 4101, 41/F., Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Wednesday, 15 January 2020 at 3:00 p.m.. The Notice of the SGM is set out on pages N-1 to N-2 of this circular. At the SGM, the Special Resolution will be proposed to approve the Further Change of Company Name.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any direct or indirect material interest in the Further Change of Company Name and accordingly, no Shareholders are required to abstain from voting on the Special Resolution to be proposed at the SGM.

A form of proxy for use at the SGM is enclosed with this circular and such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.nine-express.com.hk). Whether or not you are able to attend and vote at the SGM, you are requested to read the notice and to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's Hong Kong branch share registrar, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, together with the power of attorney or other authority, if any, under which it is signed or certified copy of such power or authority, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof (as the case maybe) should you so wish and in such event, the proxy form shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of Listing Rules, the Further Change of Company Name will be voted on by way of poll by the Shareholders at the SGM.

4. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 circular 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 circular misleading.

- 4 -

LETTER FROM THE BOARD

5. RECOMMENDATION

The Board considers that the Further Change of Company Name is in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the Special Resolution to be proposed at the SGM to approve the Further Change of Company Name.

6. MISCELANOUS

The English text of this circular should prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

For and on behalf of the Board

Nine Express Limited

ZHANG LI

Executive Director and Chief Executive Officer

- 5 -

NOTICE OF SGM

NINE EXPRESS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00009)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the "SGM") of Nine Express Limited (the "Company") will be held at Room 4101, 41/F., Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Wednesday, 15 January 2020 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments the following special resolution:

SPECIAL RESOLUTION

"THAT (a) subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the change of the English name of the Company from "Nine Express Limited" to "KEYNE LTD" and the adoption of a new Chinese name "金奧國際股份有限公司" for identification purpose only, to replace the existing secondary name in Chinese of the Company, namely "九號運通有限公司" be approved; and (b) any one director of the Company be and is hereby authorised to do all such acts and things and to sign and execute all documents that he/she considers necessary or expedient to give effect to the foregoing and to attend to any necessary registration and/or filing for and on behalf of the Company, including but not limited to cancellation of the existing secondary name in Chinese of the Company and surrender of the existing Certificate of Secondary Name to the Registrar of Companies in Bermuda (if necessary)."

By order of the Board

Nine Express Limited

ZHANG LI

Executive Director and Chief Executive Officer

Hong Kong, 23 December 2019

Registered office:

Head Office and Principal place of

Clarendon House

business in Hong Kong:

2 Church Street

Room 4101, 41/F

Hamilton HM11

Lee Garden One

Bermuda

33 Hysan Avenue

Causeway Bay

Hong Kong

- N-1 -

NOTICE OF SGM

Notes:

  1. A member entitled to attend and vote at the SGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
  2. A form of proxy for use at the SGM is enclosed herewith. Whether or not you intend to attend the SGM in person, you are requested to complete and return the enclosed 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 SGM 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 the Company's branch share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.
  4. In the case of joint holders of shares of the Company, any one of such holders may vote at the SGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the SGM personally or by proxy, then one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
  5. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited, the resolution as set out in this notice will be decided by poll at the meeting.

- N-2 -

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Nine Express Ltd. published this content on 20 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2019 09:30:04 UTC