PDF《（万德金融服务集团有限公司*）》

1 LETTER FROM THE BOARD

3 APPENDIX I ― EXPLANATORY STATEMENT

7 APPENDIX II ― DETAILS OF DIRECTORS TO BE RE-ELECTED

11 NOTICE OF THE AGM

14 CONTENTS C ii C In this circular, unless the context otherwise requires, the following expressions have the following meanings: '

'

2008 Convertible Bonds'

'

the convertible bonds, originally due

2011 and extended to

2020 issued by the Company on

12 August

2008 as part of consideration to acquire the forestry business. These bonds are interest-free and convertible into Shares at the conversion price of HK$0.095 per Share (subject to adjustment in accordance with the terms of the convertible bonds);

'

'

2015 Convertible Bonds'

'

the convertible bonds, due

2018 issued by the Company on

21 April

2015 as part of consideration to acquire the financial leasing business. These bonds are interest-free and convertible into Shares at the conversion price of HK$0.23 per Share (subject to adjustment in accordance with the terms of the convertible bonds);

'

'

AGM'

'

the annual general meeting of the Company to be convened and held at Jasmine Room, 3/F., Best Western Plus Hotel Hong Kong,

308 Des Voeux Road West, Hong Kong on Thursday,

20 June

2018 at 11:

00 a.m. or any adjournment thereof (as the case may be);

'

'

Articles'

'

the articles of association of the Company as amended, supplemented or modified from time to time;

'

'

associate(s)'

'

has the same meaning as ascribed to it under the GEM Listing Rules;

'

'

Board'

'

the board of the Directors;

'

'

Company'

'

Merdeka Financial Services Group Limited (万德金融服务集团 有限公司*), a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the GEM of the Stock Exchange (stock Code: 8163);

'

'

Director(s)'

'

the director(s) of the Company;

'

'

GEM'

'

GEM operated by the Stock Exchange;

'

'

GEM Listing Rules'

'

the Rules Governing the Listing of Securities on GEM of the Stock Exchange;

'

'

Group'

'

the Company and its subsidiaries;

'

'

Hong Kong'

'

the Hong Kong Special Administrative Region of the People'

s Republic of China;

* For identification purpose only DEFINITIONS C

1 C '

'

HK$'

'

Hong Kong dollar(s), the lawful currency of Hong Kong;

'

'

Latest Practicable Date'

'

14 May 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular;

'

'

Repurchase Mandate'

'

a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to repurchase Shares up to a maximum of 10% of the number of issued shares of the Company on the date of passing of the relevant resolution pursuant to and in accordance with the relevant resolution;

'

'

Repurchase Resolution'

'

the proposed ordinary resolution No. 5(B) set out in the notice of the AGM contained in this circular in respect of the proposal to grant the Repurchase Mandate;

'

'

SFO'

'

the Securities and Futures Ordinance (Chapter