GREAT WALL TERROIR HOLDINGS LIMITED 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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
e-Kong Group Limited(Incorporated in Bermuda with limited liability) www.e-kong.com
(Stock code: 524) PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES AND NOTICE OF SPECIAL GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent ShareholdersA letter from the Independent Board Committee is set out on page 9 of this circular and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 10 to 19 of this circular.
A notice convening the special general meeting of the Company to be held at 4:00 p.m. on Monday, 23 January 2017 at Suites 3401-3413, Level 34, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong is set out on pages 20 to 21 of this circular. A form of proxy for use at the meeting is enclosed with this circular.
If you are not able to attend and/or vote at the meeting in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon to the Company's Branch Share Registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.
6 January 2017
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DEFINITIONS 1 LETTER FROM THE BOARD 3 LETTER FROM THE INDEPENDENT BOARD COMMITTEE 9 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 10 NOTICE OF SGM 20In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" the annual general meeting of the Company held on 13 May 2016
"Board" the board of Directors
"Bye-law(s)" the bye-law(s) of the Company (as amended from time to time)
"Company" e-Kong Group Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (stock code: 524)
"Director(s)" the director(s) of the Company
"Existing General Mandate" the general mandate granted to the Directors to allot,
issue and deal with Shares up to 20% of the issued Shares as at the date of the AGM (i.e. up to a maximum of 145,880,000 new Shares)
"Group" the Company and its subsidiaries
"Hong Kong" Hong Kong Special Administrative Region of the People's Republic of China
"Independent Board Committee" the independent board committee of the Board
comprising all the independent non-executive Directors, established for the purpose of advising the Independent Shareholders in relation to the New General Mandate
"Independent Financial Adviser" Royal Excalibur Corporate Finance Company Limited,
a corporation licensed to conduct type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Cap. 571 of Laws of Hong Kong), the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the granting of the New General Mandate
"Independent Shareholders" Shareholders other than any controlling Shareholders
and their associates or where there are no controlling Shareholders, any Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates who shall hold Shares as at the date of the SGM
"Latest Practicable Date" 3 January 2017, being the latest practicable date prior
to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"New General Mandate" the general and unconditional mandate proposed to
be granted to the Directors at the SGM to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the issued Shares as at the date of the passing of the resolution
"Placing" the placing of 145,880,000 new Shares under general mandate, the details of which are set out in the announcements of the Company dated 31 October 2016, 3 November 2016 and 18 November 2016
"PRC" the People's Republic of China, which for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan
"SGM" the special general meeting of the Company to be held at 4:00 p.m. on Monday, 23 January 2017 at Suites 3401-3413, Level 34, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong for the Independent Shareholders to consider and, if thought fit, approve the grant of the New General Mandate
"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollar, the lawful currency of Hong Kong
"RMB" Renminbi, the lawful currency of the PRC
"US$" United States dollar, the lawful currency of the United States of America
"%" per cent.
e-Kong Group Limited published this content on 06 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 January 2017 23:57:05 UTC.
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