Greatview Aseptic Packaging : 22/04/2022 - Notice of Annual General Meeting (PDF, 85 kB)

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GREATVIEW ASEPTIC PACKAGING COMPANY LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 00468)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of Greatview Aseptic Packaging Company Limited (the "Company") will be held electronically online (the "e-Meeting System") on Wednesday, 25 May 2022 at 10:00 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:

Ordinary business

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors of the Company for the year ended 31 December 2021.

2. a. To re-elect the following retiring directors of the Company:

• (i) Mr. BI Hua, Jeff as an executive director;

• (ii) Mr. LUETH Allen Warren as an independent non-executive director; and

• (iii) Mr. BEHRENS Ernst Hermann as an independent non-executive director.

• b. To authorise the board of directors of the Company (the "Board") to fix the remuneration of the directors of the Company.

• 3. To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the Board to fix its remuneration.

Special business

4. To consider and, if thought fit, to pass (with or without amendments), the following resolutions as ordinary resolutions:

(A) "That:

• (i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

• (iii) the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% (per cent) of the number of shares of the Company in issue as at the date of passing this resolution and the approval shall be limited accordingly;

(iv) any shares of the Company to be allotted and issued (otherwise than pursuant to paragraph (iii)(1) to (4) above), whether wholly or partly for cash or otherwise, pursuant to the approval in paragraph (i) of this resolution shall be at the Benchmarked Price (as defined below) of such shares of the Company; and

(v) for the purpose of this resolution:

• (a) "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

  • (1) the conclusion of the next annual general meeting of the Company;

  • (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held;

  • (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (b) "Rights Issue" means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of shareholders on a fixed record date in proportion to their holdings of such shares (subject to such exclusion 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 exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company); and

• (c) "Benchmarked Price" means the higher of:

  • (1) the closing price of the shares of the Company as quoted on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on the date of the relevant placing agreement or other agreement involving the proposed issue of securities; and

  • (2) the average closing price of the shares of the Company as quoted on the Stock Exchange in the 5 trading days immediately prior to the earlier of:

    (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of the shares of the Company;

(ii) the date of the placing agreement or other agreement involving the proposed issue of shares of the Company; and

(iii) the date on which the placing or subscription price is fixed."

• (B) "That:

  • (i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), be and is hereby generally and unconditionally approved;

  • (ii) the aggregate number of the shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% (per cent) of the number of the shares of the Company in issue at the date of passing of this resolution, and the said approval shall be limited accordingly;

  • (iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors and which are still in effect be and are hereby revoked; and

  (iv) for the purpose of this resolution:

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

  • a. the conclusion of the next annual general meeting of the Company;

  • b. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

  • c. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."

• (C) "That conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice

convening this meeting be and is hereby extended by the addition to the number of the shares of the Company which may be allotted by the directors pursuant to such general mandate the aggregate number of the shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such number shall not exceed 10% (per cent) of the number of the shares of the Company in issue at the date of passing of the resolutions."

By order of the Board

Greatview Aseptic Packaging Company Limited

BI Hua, Jeff

Chief Executive Officer and Executive Director

• (i) Pursuant to Article 66(1) of the articles of association of the Company and Rule 13.39(4) of the Listing Rules, any vote of shareholders at general meeting must be taken by poll, and votes may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine. The chairman of the Annual General Meeting will therefore demand a poll for every resolution put to the vote at the Annual General Meeting, and that such votes can be casted electronically.

• (ii) Resolution numbered 4(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.

• (iii) All registered shareholders will be able to join the Annual General Meeting via the e-Meeting System. The e-Meeting System can be accessed from any location with access to the internet via smartphone, tablet device or computer. All non-registered shareholders may consult directly with their banks, brokers, custodians or HKSCC Nominees Limited (as the case may be) for necessary arrangement to attend and vote via the e-Meeting System at the Annual General Meeting if they wish.

• (iv) A registered shareholder entitled to attend and vote at the Annual General Meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote at the meeting via the e-Meeting System in his/her/its place. The proxy need not be a shareholder of the Company.

• (v) In the case of joint holders of any share(s), only ONE PAIR of log-in username and password for the e-Meeting System will be provided to the joint holders. Any one of such joint holders may attend or vote at the meeting in respect of such share(s) as if he/she/it was solely entitled thereto.

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