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NOIZ Group Ltd. AGM Information 2015

Sep 7, 2015

51306_rns_2015-09-07_c60700e4-3268-4d5b-a4b4-0697d6fe4ef1.pdf

AGM Information

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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.

MERDEKA MOBILE GROUP LIMITED (萬德移動集團有限公司[*] )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8163)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Merdeka Mobile Group Limited (the “ Company ”) will be held at Jasmine Room, 3/F., Best Western Plus Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong at 11:00 a.m. on Friday, 2 October 2015 for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as special resolution:

SPECIAL RESOLUTION

THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the proposed change of the English name of the Company from “Merdeka Mobile Group Limited” to “Merdeka Financial Services Group Limited” be and is hereby approved, and upon the English name change becoming effective, the Chinese name “萬德金融服務集團有限公司” be and is hereby adopted to replace “萬德移動集團有 限公司” for identification purposes only, and that any one of the directors of the Company be and is hereby authorised to attend to any necessary registration and/or filing for and on behalf

  • For identification purpose only

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of the Company and do all such acts and things and execute all such documents and make such arrangements as he/she may, in his/her absolute discretion, consider necessary or expedient in connection with the implementation of or to giving effect to the aforesaid and the transactions contemplated hereunder.”

By the Order of the Board Merdeka Mobile Group Limited Mr. Cheung Wai Yin, Wilson Chairman and Chief Executive Officer

Hong Kong, 8 September 2015

Head Office and Principal Place of Registered Office: Business in Hong Kong: Cricket Square Room 1502 Hutchins Drive Chinachem Century Tower P.O. Box 2681 178 Gloucester Road Grand Cayman KY1-1111 Wanchai, Hong Kong Cayman Islands British West Indies

Notes:

  1. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the 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 share register of the Company in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of the Articles of Association of the Company be deemed joint holders thereof.

  2. Any member entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

  3. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof should he/she so wish, and in such event, the form of proxy shall be deemed to be revoked.

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  1. The form of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

  2. All voting by the members at the Meeting shall be conducted by way of poll.

As at the date of this announcement, the Directors are:

Executive Directors:

Mr. Cheung Wai Yin, Wilson (Chairman and Chief Executive Officer)

Mr. Lau Chi Yan, Pierre (Managing Director)

Non-executive Director:

Mr. Wong Chi Man

Independent Non-executive Directors:

  • Ms. Yeung Mo Sheung, Ann

  • Mr. Ng Kay Kwok

  • Mr. Yip Kat Kong, Kenneth

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 Listed Company Information” page for at least seven days from the day of its publication and posting and will be published and remains on the website of the Company at http://www.merdeka.com.hk.

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