THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Tsui Wah Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
Tsui Wah Holdings Limited
翠 華 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1314)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
AND
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in the lower portion of this cover page and the inside cover page of this circular shall have the same respective meanings as those defined in the section headed ''DEFINITIONS'' of this circular.
A notice convening the 2019 AGM to be held at 24/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 23 August 2019 at 3:00 p.m. is set out on pages 19 to 24 of this circular. A form of proxy for use in connection with the 2019 AGM is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tsuiwah.com). If you are not able or do not intend to attend the 2019 AGM in person but wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event, not later than 48 hours before the time appointed for holding the 2019 AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2019 AGM or its adjournment if you so wish. If you attend and vote in person at the 2019 AGM, the instrument appointing your proxy will be deemed to have been revoked.
19 July 2019
CONTENTS
PAGE | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD | |
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
Proposed Grant of Issue Mandate, Repurchase Mandate and Extension Mandate . . . | 5 |
Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
2019 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 |
APPENDIX II - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS | |
PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15 |
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 19 |
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:
''2019 AGM'' | the AGM to be held at 24/F., Admiralty Centre I, 18 |
Harcourt Road, Hong Kong on Friday, 23 August 2019 at | |
3:00 p.m., to consider and, if appropriate, to approve the | |
resolutions contained in the 2019 AGM notice, which is set | |
out on pages 19 to 24 of this circular, or its adjournment | |
''2019 AGM Notice'' | the notice convening the 2019 AGM, which is set out on |
pages 19 to 24 of this circular | |
''AGM'' | the annual general meeting of the Company |
''Articles of Association'' | the articles of association of the Company as amended, |
supplemented or otherwise modified from time to time | |
''Board'' | the board of Directors |
''Chairman'' | the chairman of the Board |
''close associate(s)'' | has the meaning ascribed thereto under the Listing Rules |
''Companies Law'' | the Companies Law, Cap. 22 (Law 3 of 1961, as |
consolidated and revised) of the Cayman Islands as | |
amended, supplemented or otherwise modified from time to | |
time | |
''Company'' | Tsui Wah Holdings Limited, an exempted company |
incorporated under the laws of the Cayman Islands with | |
limited liability with its issued Shares listed and traded on | |
the Stock Exchange (stock code: 1314) | |
''Controlling Shareholder(s)'' | has the meaning ascribed to the term ''controlling |
shareholder(s)'' under the Listing Rules and unless the | |
context requires otherwise and refers to Mr. Lee Yuen | |
Hong, Mr. TC Ho, Mr. YP Cheung, Mr. YT Cheung, Mr. | |
WK Cheung, Ample Favour Limited, Cui Fa Limited and | |
Victor Leap Limited | |
''core connected person(s)'' | has the meaning ascribed thereto under the Listing Rules |
''Director(s)'' | the director(s) of the Company |
- 1 -
DEFINITIONS | |
''Extension Mandate'' | the general and unconditional mandate proposed to be |
granted to the Directors to the effect that the number of | |
Shares repurchased during the relevant period under the | |
Repurchase Mandate will be added to the total number of | |
Shares which may be allotted and issued under the Issue | |
Mandate | |
''Group'' | the Company and its subsidiaries |
''HK$'' | Hong Kong dollars, the lawful currency of Hong Kong |
''Hong Kong'' | the Hong Kong Special Administrative Region of the PRC |
''INED(s)'' | the independent non-executive Director(s) |
''Issue Mandate'' | the general and unconditional mandate proposed to be |
granted at the 2019 AGM to the Directors to allot, issue and | |
deal with additional Shares not exceeding 20% of the | |
aggregate number of the issued Shares as at the date of | |
passing the resolution granting such mandate | |
''Latest Practicable Date'' | 15 July 2019, being the latest practicable date prior to the |
printing of this circular for ascertaining certain information | |
contained herein | |
''Listing Rules'' | the Rules Governing the Listing of Securities on the Stock |
Exchange as amended, supplemented or otherwise modified | |
from time to time | |
''Mr. TC Ho'' | Mr. Ho Ting Chi, a Controlling Shareholder |
''Mr. WK Cheung'' | Mr. Cheung Wai Keung, a Controlling Shareholder |
''Mr. YP Cheung'' | Mr. Cheung Yue Pui, a Controlling Shareholder |
''Mr. YT Cheung'' | Mr. Cheung Yu To, a Controlling Shareholder |
''Nomination Committee'' | the nomination committee of the Board |
''PRC'' | the People's Republic of China and for the purpose of this |
circular, excludes Hong Kong, the Macau Special | |
Administrative Region of the People's Republic of China | |
and Taiwan | |
''Remuneration Committee'' | the remuneration committee of the Board |
- 2 -
DEFINITIONS
''Repurchase Mandate''
''Retiring Directors''
''SFC'' ''SFO''
''Share(s)''
''Shareholder(s)'' ''Stock Exchange'' ''subsidiary(ies)'' ''Takeovers Code''
''Year'' ''%''
the general and unconditional mandate proposed to be granted at the 2019 AGM to the Directors to repurchase Shares during the relevant period not exceeding 10% of the aggregate number of the issued Shares as at the date of passing the resolution granting such mandate
Ms. Lee Sin Ying, Mr. Cheng Chung Fan, Mr. Yang Dong John and Mr. Tang Man Tsz
the Securities and Futures Commission in Hong Kong
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
the ordinary share(s) of nominal or par value of HK$0.01 each in the share capital of the Company
the holder(s) of Share(s)
The Stock Exchange of Hong Kong Limited
has the meaning ascribed thereto under the Listing Rules
the Codes on Takeovers and Mergers of Hong Kong approved by the SFC as amended, supplemented or otherwise modified from time to time
the year ended 31 March 2019
per cent
- 3 -
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Tsui Wah Holdings Ltd. published this content on 18 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 July 2019 13:49:11 UTC