• 1. 本公司組織章程細則的條文

    PROVISIONS IN THE COMPANY'S ARTICLES OF ASSOCIATION


    根據曠世控股有限公司(「本公司」)組織章程細則的第113 條:
    Pursuant to Article 113 of the Articles of Association of Kwung's Holdings Limited (the "Company"):


    「除非獲董事會推薦參選,否則除退任董事外,概無任何人士合資格于任何股東大會上參選董事,除非表明其建議提名該人士參選董事意向的書面通告以及所提名人士表示願意參選的書面通告已提交總辦事處或注冊辦事處。本細則項下規定該等通告之提交期間須于寄發指定就該選舉舉行之股東大會之有關通告翌日開始,也不得遲于該股東大會舉行日期前七日結束,而向本公司發出該等通告之期間最少須爲七日。」

    No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the Head Office or at the Registration Office. The period for lodgement of the notices required under this Article will commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting and the minimum length of the period during which such notices to the Company may be given will be at least seven days.

  • 2. 香港聯合交易所有限公司證券上市規則(「上市規則」)的規定

    REQUIREMENTS UNDER THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "LISTING RULES")


    根據上市規則第13.70條及13.74條,本公司必須遵守以下規定:
    Pursuant to Rules 13.70 and 13.74 of the Listing Rules, the Company shall:

    • 如本公司在刊發股東大會通告後,收到壹名股東提名某名人士于股東大會上參選董事的通知,本公司必須刊登公告或發出補充通函;
      publish an announcement or issue a supplementary circular upon receipt of a notice from a shareholder to propose a person for election as a director at the general meeting where such notice is received by the Company after the publication of the notice of meeting;

    • 該公告或補充通函內須包括該被提名參選董事人士按上市規則第13.51(2)條的規定而須披露的數據;及
      include in the announcement or supplementary circular the particulars of such person proposed to be elected as a director required under Rule 13.51(2) of the Listing Rules; and

    • 本公司必須評估是否需要將選舉董事的會議押後,讓股東有至少10個營業日(定義見上市規則)考慮公告或補充通函所披露的有關資料。
      assess whether or not it is necessary to adjourn the meeting of the election to give shareholders at least 10 business days (as defined in the Listing Rules) to consider the relevant information disclosed in the announcement or supplementary circular.

  • 3. 股東提名人選參選本公司董事的程序

    PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR OF THE COMPANY

    • 倘股東擬提名某位人士(「候選人」)于股東大會上參選爲本公司董事,則彼須將壹份書面通知(「書面通知」)送交本公司于香港的主要營業地點,地址爲香港九龍尖沙咀梳士巴利道3號星光行6 樓629A 室。
      If a shareholder wishes to propose a person (the “Candidate”) for election as a director of the Company at a general meeting, he/she shall deposit a written notice (the “Written Notice”) to the Company’s principal place of business in Hong Kong Unit 629A, 6/F, Star House, No. 3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong.

    • 書面通知必須:(i)載有上市規則第13.51(2)條規定的候選人個人資料;及(ii)經有關股東簽署,而候選人亦須簽署以證明其願意參選爲董事並同意公開其個人資料。
      The Written Notice (i) must include the personal information of the Candidate as required by Rule 13.51(2) of the Listing Rules; and (ii) must be signed by the shareholder concerned and signed by the Candidate indicating his/her willingness to be elected and consent of the publication of his/her personal information.

    • 遞交書面通知的期限爲寄發股東大會通告翌日起至不遲于該股東大會舉行日期前七(7) 日止。
      The period for lodgment of the Written Notice shall commence on the day after the despatch of the notice of general meeting and end no later than seven (7) days prior to the date of such general meeting.

    • 爲了讓本公司的股東在無需舉行股東大會續會的情況下有充足時間接收及考慮有關選舉候選人爲本公司董事的建議,本公司促請擬提出建議的股東盡早遞交其提名書面通知。
      In order to ensure the Company’s shareholders have sufficient time to receive and consider the proposal of election of the Candidate as a director of the Company without adjourning the general meeting, shareholders who wish to make the proposal are urged to submit and lodge the Written Notice as early as practicable.