OOH : Notice Of Annual General Meeting

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OOH Holdings Limited

奧 傳 思 維 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8091)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of OOH Holdings Limited (the ''Company'') will be held at Dorsett Kwun Tong, Hong Kong, 84 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Friday, 18 August 2017 at 2: 00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions:

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the Directors and the independent auditor of the Company for the year ended 31 March 2017;

2. To re-elect Ms. CHAU Wai Chu Irene as an executive director of the Company;

3. To re-elect Ms. CHEUNG Kit Yi as an executive director of the Company;

4. To re-elect Mr. LEAN Chun Wai as an executive director of the Company;

5. To re-elect Mr. DA SILVA Antonio Marcus as a non-executive director of the Company;

6. To re-elect Ms. AU Shui Ming Anna as an independent non-executive director of the Company;

7. To re-elect Mr. LIANG Man Kit Jerry as an independent non-executive director of the Company;

8. To re-elect Mr. HO Alfred Chak Wai as an independent non-executive director of the Company;

9. To authorize the board of directors of the Company to fix the directors' remuneration;

10. To reappoint BDO Limited as the independent auditor of the Company and authorize the board of directors of the Company to fix its remuneration; and

    As special business, to consider and, if thought fit, pass the following resolutions (with or without amendments) as ordinary resolutions:

11. ''THAT:

12. subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with new shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') (as amended from time to time) (the ''GEM Listing Rules'') be and is hereby generally and unconditionally approved;

13. the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers either during or after the end of the Relevant Period (as defined in paragraph (d) below);

14. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to

15. a Rights Issue (as defined in paragraph (d) below); (ii) the exercise of the rights of subscription or conversion under the terms of any warrants which may be issued by the Company or any securities which are convertible into shares; (iii) the exercise of options granted under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees, officers, Directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company; and (iv) any scrip dividend or similar arrangement providing for allotment and issue of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the existing issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

16. for the purposes of this resolution:

    ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:

17. the conclusion of the next annual general meeting of the Company;

18. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and

19. the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such mandate.

    ''Rights Issue'' means an offer of shares of the Company or offer or issue of warrants or options or other securities giving rights to subscribe for the shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holding 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, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange, in any territory outside Hong Kong, applicable to the Company).''

20. ''THAT:

21. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to purchase or repurchase shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company on the Stock Exchange or on any other stock exchange on which the shares or securities of the Company may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Securities and Futures Commission, the Companies Law of the Cayman Islands, the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

22. the aggregate nominal amount of the shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company which may be purchased or repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

23. for the purpose of this resolution:

    ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:

24. the conclusion of the next annual general meeting of the Company;

25. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and

26. the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such mandate.''

27. ''THAT conditional upon resolutions nos. 11 and 12 above being passed (with or without amendments), the general and unconditional mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with shares of the Company pursuant to the resolution set out in resolution no. 11 above be and is hereby extended by the addition thereto an amount of shares representing the aggregate nominal amount of shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the Directors of the Company under resolution no. 12 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution.''

28. Yours faithfully

    By the order of the Board of

    OOH HOLDINGS LIMITED

    CHAU Wai Chu Irene

    Chairlady and Chief Executive Officer

    Hong Kong, 30 June 2017

    Notes:

29. Any Shareholders entitled to attend and vote at the AGM is entitled to appoint one or, if he/she is the holder of two or more Shares, more than one proxy to attend and vote on his/her behalf in accordance with the Articles. A proxy need not be a Shareholder.

30. Where there are joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto if more than one of such joint holders are present at the AGM, 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. For this purpose, seniority shall be determined by the order in which the names stand first in the Register of Shareholders in respect of the joint holding.

31. A form of proxy for the annual general meeting is enclosed. In order 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 of such power or authority, must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 48 hours before the time for holding the annual general meeting or any adjournment thereof.

32. To ascertain the members' entitlement to attend and vote at the meeting, the register of members will be closed from 15 August 2017 to 18 August 2017, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4: 30 p.m. on 14 August 2017.

33. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the annual general meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

34. If Typhoon Signal No. 8 or above, or a ''black'' rainstorm warning is in effect any time after 1: 00 p.m. on the date of the annual general meeting, the meeting will be postponed. The Company will post an announcement on the website of Company at www.ooh.com.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this notice, the directors of the Company are:

Executive Directors

Ms. CHAU Wai Chu Irene (Chairlady and Chief Executive Officer)

Ms. CHEUNG Kit Yi

Mr. LEAN Chun Wai

Non-executive Director

Mr. DA SILVA Antonio Marcus

Independent Non-executive Directors

Ms. AU Shui Ming Anna Mr. LIANG Man Kit Jerry Mr. HO Alfred Chak Wai

This announcement, for which the directors of the Company (the ''Directors'') collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (''GEM'') of The Stock Exchange of Hong Kong Limited 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 ''Latest Company Announcements'' page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting. This announcement will also be published on the website of the Company at www.ooh.com.hk.