Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
(incorporated in Bermuda with limited liability)
(Stock Code: 581)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at Salon 6, JW Marriott Ballroom (Level 3), JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 1 June 2018 at 2:30 p.m. and at any adjournment thereof, for the following purposes:
1. To receive, consider and adopt the audited consolidated financial statements together with the Directors' Report and the Independent Auditor's Report of the Group for the year ended 31 December 2017.
2. To declare a final dividend of HK$0.22 per share and a special dividend of HK$0.11 per share for
the year ended 31 December 2017.
3.
4.
To re-appoint PricewaterhouseCoopers as the Auditor of the Company and to authorize the Board
of Directors to fix their remuneration.
*
For identification purposes only
(a) To re-elect Mr. Han Jingyuan as an Executive Director;
(b) To re-elect Mr. Zhu Hao as an Executive Director;
(c) To re-elect Mr. Ondra Otradovec, as a Non-executive Director; and
(d) To authorize the Board of Directors to fix the Directors' remuneration.
"THAT
(a) subject to paragraph 5(c) below, the exercise by the Directors of the Company during the
Relevant Period (as defined in paragraph 5(d) below) of all powers of the Company to issue, allot and deal with the additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period be and is hereby generally and unconditionally approved;
(b) the approval in paragraph 5(a) above shall authorize the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate nominal value of share capital to be issued, allotted, dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph 5(a) above, otherwise than pursuant to a Rights Issue (as defined in paragraph 5(d) below) or to the share option schemes of the Company, shall not exceed 20% of the aggregate nominal value of the share capital of the Company in issue at the date of passing this resolution and the said approval pursuant to paragraph 5(a) above shall be limited accordingly; and
(d) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by applicable law of Bermuda and the current Bye-Laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Shareholders of the Company in general meeting."
"Rights Issue" means an offer of shares or options to subscribe for shares open for a period fixed by the Directors of the Company to holders of shares on the register of members of the Company, on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements and having regard to any restrictions of obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company)."
"THAT
(a) subject to paragraph 6(c) below, the exercise by the Directors of the Company during the
Relevant Period (as defined in paragraph 6(d) below) of all the powers of the Company to repurchase issued shares in the capital of the Company, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph 6(a) above shall be in addition to any other authorization given to the Directors of the Company;
(c) the aggregate nominal value of share capital of the Company, which the Company is authorized to repurchase on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on another stock exchange recognized for this purpose by The Securities and Futures Commission and the Stock Exchange under Hong Kong Code on Share Repurchases pursuant to the approval in paragraph 6(a) above during the Relevant Period, shall be no more than 10 per cent of the aggregate nominal value of the existing issued share capital of the Company at the date of passing this resolution, and the authority pursuant to the paragraph 6(a) above shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within the next annual general meeting of the Company is required by applicable law of Bermuda and the current Bye-Laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Shareholders of the Company in general meeting."
"THAT, conditional upon the passing of the ordinary resolution as set out in resolutions nos. 5 and 6 above, the general mandate granted to the Directors pursuant to resolution no. 5 above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 6 above, provided that such amount shall not exceed 10% of the aggregate nominal value of the share capital of the Company in issue at the date of passing this resolution."
By Order of the Board
China Oriental Group Company Limited
Han Jingyuan
Chairman and Chief Executive Officer
Hong Kong, 30 April 2018
Notes:
(1) A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy needs not be a member of the Company but must attend the Annual General Meeting in person to represent the member who/which appointed it. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.
(2) To be valid, the form of proxy together with the authorization letter or other authority (if any) under which is signed or a certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting, or any adjournment thereof.
(3) Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the Annual General Meeting if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(4) Where there are joint holders of any share of the Company, any one of such holders may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such holders be present at the Annual General Meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such shall alone be entitled to vote in respect thereof.
(5) Voting of the ordinary resolutions set out in this notice will be by way of poll.
As at the date of this notice, the Board of Directors of the Company comprises Mr. HAN Jingyuan, Mr. Zhu Jun, Mr. Shen Xiaoling, Mr. ZHU Hao and Mr. Han Li being the Executive Directors, Mr. Ondra OTRADOVEC being the Non-executive Director and Mr. Wong Man Chung, Francis, Mr. Wang Tianyi and Mr. WANG Bing being the Independent Non-executive Directors.