공시 • Apr 21
Zioncom Holdings Limited Provides Update on Litigation
Zioncom Holdings Limited has on 20 April 2022 received a summons dated 19 April 2022 (the Summons) related to the Petition filed by Petitioner, in the Court of First Instance of the High Court of Hong Kong, against the Company and each of its Directors. The hearing of the Summons is scheduled for 22 April 2022. According to the Summons, the Petitioner claim for, inter alia, the following orders: the Directors be restrained, whether separately or collectively, or whether by their directors, servants, agents or otherwise howsoever, from proceeding (and veto any Director who intends to do so) to convene or hold the extraordinary general meeting of the Company scheduled to be held at Portion 2, 12/F, The Centre, 99 Queen's Road Central, Central, Hong Kong on 29 April 2022 at 8 a.m.; and the Directors be restrained, whether separately or collectively, and whether by their directors, servants, agents or otherwise howsoever, from (and veto any Director who intends to cause): delaying, adjourning, blocking, preventing or otherwise interfering with the convening, holding or the conduct of the extraordinary general meeting of the Company scheduled to be held at Room 2202, 22/F, China Overseas Building, 139 Hennessy Road,Wanchai, Hong Kong and by way of e-meeting on 29 April 2022 at 9 a.m. (Petitioner's EGM) requisitioned by the Petitioner pursuant to its requisition notice dated 15 March 2022 issued pursuant to Article 64 of the Company 's Articles of Association (the Petitioner's Requisition); delaying, adjourning, blocking, preventing or otherwise interfering with the consideration and/or resolving any of the agenda set out in the Petitioner's Requisition; blocking, preventing, interfering with and/or rejecting, not admitting and/or disallowing an vote(s) casted at the Petitioner ' s EGM or EGM (if considered to be properly convened and allowed to be held) by the Petitioner, any authorised representative(s) of the Petitioner and/or proxy appointed by it and/or by any nominee shareholder who holds shares for the Petitioner; and the Directors be restrained, whether separately or collectively, or whether by their directors, servants, agents or otherwise howsoever, from proceeding further (and veto any Director who intends to do so) with the proposed rights issue announced on 28 February 2022 and/or taking any steps (and veto any Director who intends to do so) to carry out or perform any acts which may alter the present structure of the issued share capital of the Company; the Petitioner's EGM or any other meeting convened and held pursuant to the Petitioner's Requisition shall not be declared closed unless all agenda therein have been put before members for consideration and without any vote(s) casted (by the Petitioner, any authorised representative(s) of the Petitioner and/or any proxy appointed by it and/or by any nominee shareholder who holds shares for the Petitioner) being disallowed by the Chairman at such meeting; the Company make and each Director procure the Company to make, an announcement to reveal paragraphs 1 to 4 hereinabove and to clarify that the Petitioner's EGM is valid and recognised meeting for members' attendance, consideration and resolution; there be liberty to apply for such further and other directions as may be appropriate; costs of and occasioned by this application be reserved; and time for service of the Summons be abridged. Based on the facts currently made know to the Directors, the Board considered that certain matters stated in the Summons are untrue, therefore, the Company shall take all appropriate and necessary steps to contest the Summons. The Company is currently seeking legal advice in respect of the Petition and Summons, and appropriate actions will be taken thereon if so advised. The Company will take every possible step to protect the interests of the Company as well as the interest of the shareholders and potential investors of the Company. The Company will make further announcement(s) to keep its shareholders and potential investors informed of any significant development of the Petition and Summons as and when appropriate.