SCMP : NOTICE OF SPECIAL GENERAL MEETING

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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 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: 583)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of shareholders of SCMP Group Limited (the "Company") will be held at Magnolia Room & Camomile Room, Lower Level II, Kowloon Shangri-La, Hong Kong, 64 Mody Road, Kowloon, Hong Kong on Monday, 14 March 2016 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions:

ORDINARY RESOLUTION

1. "THAT:

   
   

2. the disposal of the entire issued share capital of each of SCMP Newspapers Limited, SCMP Publications Limited, SCMP.com Limited, SCMP Retailing Limited and SCMP.com Holdings Limited (the "Sale Shares") (the "Disposal") by the Company as vendor to Alibaba Investment Limited as purchaser (the "Purchaser") on the terms and conditions of the sale and purchase agreement dated 11 December 2015 entered into between the Purchaser and the Company in respect of the Sale Shares (the "Sale and Purchase Agreement"), a copy of which has been produced to this meeting and initialed by the chairman of the meeting for the purpose of identification, be and is hereby approved;

   
   

3. subject to completion of the Disposal, the proposed special cash payment in an aggregate amount of HK$2,499,500,000 (the "Special Cash Payment") to be payable by the Company to all the Company's shareholders on such date to be fixed by the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Record Date") in proportion to their existing shareholding in the Company on the Record Date be and is hereby approved and, subject in each case to compliance with the provisions of section 54 of the Bermuda Companies Act 1981, the directors of the Company (the "Directors") be and are hereby authorised to (i) declare such dividends out of the profits of the Company, and/or (ii) make such distributions from the contributed surplus of the Company, of such amounts as they may, in their sole discretion, approve in order to give effect to the Special Cash Payment; and

   
   

   * For identification purpose only

4. any one or more of the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such other steps and actions as they may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to the Disposal and the Sale and Purchase Agreement and to agree to any variations, amendments and waivers of any of the terms thereof and settlement of any dispute in relation thereto and to give effect to or in connection with the payment of the Special Cash Payment."

   
   

   SPECIAL RESOLUTION

   
   

5. "THAT: subject to and conditional upon (i) the passing of Resolution 1 above; (ii) completion of the Disposal; and (iii) the entry of "Armada Holdings Limited" as the new English name of the Company in the register maintained by the Registrar of Companies in Bermuda and the issue of a certificate of incorporation on change of name by the Registrar of Companies in Bermuda:

   
   

6. the English name of the Company be and is hereby changed from "SCMP Group Limited" to "Armada Holdings Limited" with effect from the date of registration (the "Relevant Date") as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in Bermuda;

   
   

7. the Chinese name of "南潮控股有限公司" be and is hereby adopted (for identification purpose only) in place of the existing Chinese name "南華早報集團有 限公司", with effect from the Relevant Date;

   
   

8. Appleby Services (Bermuda) Ltd. be and is hereby authorised to file the extract of this shareholders' resolution to the Registrar of Companies in Bermuda to effect the aforesaid change of name on behalf of the Company and to take all necessary actions in connection therewith;

   
   

9. any and all such documents as may be required to be filed or registered in connection with the change of name of the Company be filed and registered with the Registrar of Companies in Hong Kong under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the secretary and/or assistant secretary be and is hereby authorised to take all necessary actions in connection therewith; and

   
   

10. any one of the Directors be and is hereby authorised to sign, execute and deliver all such documents and take all such actions and steps and do such acts, matters and things as he or she considers necessary, appropriate, desirable or expedient to give full effect to this resolution, and for the purpose of or in connection with the implementation of the change of name of the Company."




For and on behalf of the Board of

SCMP Group Limited David J. Pang

Chairman




Hong Kong, 19 February 2016

As at the date hereof, the Board comprises:




Non-executive Directors

Dr. David J. Pang (Chairman) and Tan Sri Dr. Khoo Kay Peng




Independent Non-executive Directors

Dr. Fred Hu Zu Liu, Dr. the Hon. Sir David Li Kwok Po and Mr. Wong Kai Man




Executive Director

Ms. Kuok Hui Kwong




Notes:




1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy or proxies to attend and vote in his or her stead and any such member who is a holder of two or more shares in the Company is entitled to appoint more than one proxy to attend and vote in his or her stead. A proxy need not be a member of the Company.

   
   

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his 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.

   
   

3. Where there are joint registered holders of any share, any one of such persons may vote at the above 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 joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands will for this purpose be deemed joint holders thereof.

   
   

4. A form of proxy for the above meeting is enclosed. To be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be lodged with the Company's Hong Kong Branch Share Registrars, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and, in any event, not less than 48 hours before the time appointed for the holding of the above meeting. Completion and deposit of the form of proxy will not preclude a member from attending and voting in person at the above meeting if the member so wishes.

   
   

5. For determining the eligibility to attend and vote at the above meeting, the register of members of the Company will be closed from Friday, 11 March 2016 to Monday, 14 March 2016, both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Share Registrars, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Thursday, 10 March 2016 so as to qualify for attending and voting at the above meeting.

   
   

6. Members of the Company are advised to read the circular to shareholders dated 19 February 2016 which contains further information on the proposals in relation to the Disposal, the Special Cash Payment and the change of name of the Company.

   
   

7. If Typhoon Signal No. 8 or above is hoisted or expected to be hoisted or a Black Rainstorm Warning Signal is in force or expected to be in force any time after 7:00 a.m. on the date of the meeting, then the meeting will be postponed. The Company will post an announcement on the Company's website (www.scmpgroup.com) and HKExnews website (www.hkexnews.hk) to notify members of the date, time and place of the rescheduled meeting. The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signals is, or is expected to be, in force. Members should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.