(A) the proposed scheme of arrangement (the "Scheme") between the Company and the holders of the Scheme Shares (as defined in the Scheme) in the form of the print thereof, which has been produced to this meeting and for the purposes of identification signed by the chairman of this meeting, or in such other form and on such terms and conditions as may be approved by the High Court of the Hong Kong Special Administrative Region, be and is hereby approved;
(B) for the purposes of giving effect to the Scheme, on the Effective Date (as defined in the Scheme):
(i) the issued share capital of the Company shall be reduced by cancelling and extinguishing the Scheme Shares;
(ii) the Company shall take all such steps as are necessary and required under the ASX Settlement Operating Rules to adjust the rights of the Scheme CDI Holders as if they were Shareholders, as a result of the cancellation and extinguishment of the Scheme Shares, including the cancellation and extinguishment of the relevant CDIs representing the Scheme Shares;
(iii) subject to and forthwith upon the said reduction of share capital taking effect, the issued share capital of the Company shall be increased to its former amount by the creation of such number of new Shares (as defined in the Scheme) as is equal to the number of Scheme Shares cancelled and extinguished; and
(iv) the Company shall apply the credit arising in its books of account as a result of the said reduction of capital in paying up the new Shares referred to in paragraph (iii) above in full at par and those new Shares shall be allotted and issued, credited as fully paid, to the Offeror.
(C) the directors of the Company be and are hereby authorised to make application to The Australian Stock Exchange (hereinafter called the "ASX") for the withdrawal of the listing of the Company's CDIs on the ASX, subject to the Scheme taking effect; and
(D) the directors of the Company be and are hereby authorised to do all other acts and things as considered by them to be necessary or desirable in connection with the implementation of the Scheme, including (without limitation) the giving of consent to any modifications of, or additions to, the Scheme, which the High Court of the Hong Kong Special Administrative Region may see fit to impose and to do all other acts and things as considered by them to be necessary or desirable in connection with the implementation of the Scheme and in relation to the Proposal (as defined in the document of which the notice of this resolution forms part) as a whole under the laws of the Hong Kong Special Administrative Region and the laws of Australia including the ASX Settlement Operating Rules ."
By Order of the Board
Chairman and Executive Director
Hong Kong, 23 March 2018
27/F, Alexandra House
18 Chater Road, Central
Hong Kong SAR
1. At this meeting, the chairman of this meeting will put the above resolutions to be voted by way of poll under Article 49 of the articles of association of the Company.
2. A white form of proxy for use at this meeting is enclosed.
3. A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or more proxies (who must be an individual) to attend and vote instead of him/her. A proxy need not be a member of the Company.
4. In order to be valid, the white form of proxy together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited with the Company, at 27/F, Alexandra House, 18 Chater Road, Central, Hong Kong, not less than forty-eight (48) hours before the time appointed for holding this meeting or any adjournment thereof.
5. Completion and return of the form of proxy shall not preclude a member from attending and voting in person at this meeting and, in such event, the form of proxy shall be deemed to be revoked.
6. For the purpose of determining the entitlements of members to attend and vote at this meeting, the Company's register of members will be closed from 12 p.m. on Friday, 6 April 2018 to the day this meeting is concluded (both days inclusive) and during such period, no transfer of shares will be effected. In order to qualify to vote at this meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company at 27/F Alexandra House, 18 Chater Road, Central, Hong Kong and/or Link Market Services Limited, the share registry of the Company in Australia, at 1A Homebush Bay Drive, Rhodes NSW 2138, not later than 12 p.m. (Hong Kong time) (i.e. 3 p.m. (Sydney time)) on Friday, 6 April 2018.
7. Where there are joint holders of any share in the Company, any one of such joint holders may vote at this meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at this meeting personally or by proxy, the most senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.
8. Direct voting by holders of CDIs
Holders of the CHESS Depositary Interests ("CDIs") are invited to attend and speak at the EGM but are not entitled to vote personally at the EGM.
In order to have vote cast at the Meeting on their behalf, CDI holders must complete, sign and return the enclosed CDI Voting Instruction Form to Link Market Services Limited at 1A Homebush Bay Drive, Rhodes NSW 2138, Australia (fax number: +61 2 9287 0309) in order to direct CHESS Depositary Nominees Pty Ltd ("CDN") to vote the relevant underlying Ordinary Shares on his or her behalf. The CDI Voting Instruction Form needs to be received at the address shown on the Form by 12 p.m. (Hong Kong time) (i.e. 3 p.m. (Sydney time)) on Sunday, 8 April 2018, being not later than 72 hours before the commencement of the EGM.
CDI holders may complete, sign and return the enclosed CDI Voting Instruction Form online by visiting: www.linkmarketservices.com.au.
Alternatively, CDI Holders may request CDN to transfer the shares underlying the CDIs to the CDI Holders in order to vote personally.
9. 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 after 7:00 a.m. on the date of this meeting, this meeting will be postponed. The Company will post an announcement on the respective websites of the Australian Securities Exchange and the Company to notify members of the date, time and venue of the rescheduled meeting.
To view the notice, please visit:
To view the "Scheme of Arrangement", please visit:
About Enice Holding Co Ltd
Enice Holding Company Limited (ASX:ENC) is a vertically integrated wireless telecommunications technology business, with capabilities in the areas of technology development, product supply, and network management, maintenance and optimisation services, for the wireless telecommunications industry.