Procedures for shareholders to convene an extraordinary general meeting
The following procedures for shareholders (the “Shareholders”) of FSE Lifestyle Services Limited (豐盛生活服務有限公司) (the “Company”) to convene a general meeting (the “EGM”) other than an annual general meeting of the Company are subject to the Company’s articles of association, the Companies Law (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and applicable legislation and regulation:
One or more Shareholders (the “Requisitionist(s)”) holding, at the date of deposit of the requisition (the “Requisition”), not less than one tenth of the paid up capital of the Company having the right of voting at general meetings of the Company, shall have the right, by written notice, to require an EGM to be called by the directors of the Company (the “Directors”) for the transaction of any business specified in such Requisition.
The Requisition must state the general nature of the business to be dealt with at the EGM and may include the text of a resolution that may properly be moved and is intended to be moved at the EGM.
The Requisition may consist of several documents in like form which may be sent to the board of Directors (the “Board”) or the company secretary of the Company in hard copy form or in electronic form (and must be authenticated by the Requisitionist(s)) in the following manner:
Head office: Units 801-810, 8/F, Chevalier Commercial Centre
8 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong
Attention: The Board of Directors/Company Secretary
The Directors must call the EGM within 21 days after the date of the deposit of the Requisition and the EGM must be held within two months after the date of the deposit of the Requisition.
If the Directors are required under paragraph 1.1.1 above to call an EGM and fail to do so pursuant to paragraph 1.1.4, the Requisitionist(s) may themselves call the EGM. Any reasonable expenses incurred by the Requisitionist(s) by reason of the failure of the Directors duly to call the EGM must be reimbursed by the Company.
Procedures for raising enquiries
Shareholders should direct their questions about their shareholdings, share transfer, registration and payment of dividend to the Company’s branch share registrar and transfer office in Hong Kong whose contact details are as follows:
Tricor Investor Services Limited Address:Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong
Tel: (852) 2980 1333
Fax: (852) 2810 8185
Shareholders may at any time raise any enquiry in respect of the Company at the following designated contacts, correspondence addresses, email addresses and enquiry hotlines of the Company:
Address: Units 801-810, 8/F, Chevalier Commercial Centre
8 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong
Tel: (852) 2733 4188
Fax: (852) 2722 5587
Attention:The Board of Directors/Company Secretary
Shareholders are encouraged to make enquires via the online enquiry form available on the Company’s website at www.fse.com.hk.
Shareholders are reminded to lodge their questions together with their detailed contact information for the prompt response from the Company if the Company deems appropriate.
Procedures for shareholders to propose a Director
Under article 110 of the Company’s articles of association, no person, other than a retiring Director, shall, unless recommended by the Directors 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 and principal place of business in Hong Kong of the Company or at the office of the Company’s branch share registrar and transfer office in Hong Kong at least seven (7) clear days before the date of the general meeting and the period for lodgement of such notices shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and shall be at least seven (7) clear days in length.
Procedures for putting forward proposals at shareholders’ meetings
To put forward proposals at a general meeting of the Company, a Shareholder should lodge a written notice of his/her/its proposal (the “Proposal”) with his/her/its detailed contact information at the Company’s address at 8 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong.
The request will be verified with the Company's branch share registrar and transfer office in Hong Kong and upon their confirmation that the request is proper and in order, the Board will be asked to include the Proposal in the agenda for the general meeting.
The notice period to be given to all the Shareholders for consideration of the Proposal raised by the Shareholder concerned at the general meeting varies according to the nature of the Proposal as follows:
notice of not less than 21 clear days and not less than 20 clear business days in writing if the Proposal is put forward in an annual general meeting of the Company; and
notice of not less than 14 clear days and not less than 10 clear business days in writing if the Proposal is put forward in an EGM.