THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China High Speed Transmission Equipment Group Co., Ltd., you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 658)

(1)GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2)RE-ELECTIONOF RETIRING DIRECTORS;

(3)DECLARATION OF FINAL DIVIDEND; AND

(4)NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at China Purple Mountain Ballroom, 2nd Floor, Jinling Building, Jinling Hotel, No. 2 Hanzhong Road, Nanjing, Jiangsu, China at 9:30 a.m. on Friday, 24 May 2019 is set out on pages 14 to 17 of this circular. A proxy form for use at the annual general meeting is also enclosed. Such proxy form is also published on the designated website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (www.chste.com).

Whether or not you intend to attend the annual general meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending, and voting in person at, the meeting or any adjourned meeting thereof should you so wish.

* For identification purpose only

23 April 2019

CONTENTS

Definitions . .

. . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

2.

General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

3.

General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

4.

Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

5.

Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

6.

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

7.

Actions to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

8.

Voting by way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

9.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

10.

Closure of Register of Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Appendix I

-

Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Appendix II

-

Biographical Details of the Directors Subject to Re-election . . . . . . . . .

11

Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"AGM"

the annual general meeting of the Company to be held at

China Purple Mountain Ballroom, 2nd Floor, Jinling

Building, Jinling Hotel, No. 2 Hanzhong Road, Nanjing,

Jiangsu, China at 9:30 a.m. on Friday, 24 May 2019

"AGM Notice"

the notice convening the AGM as set out on pages 14 to 17 of

this circular

"Articles of Association"

the articles of association of the Company as may be amended

from time to time

"Board"

the board of Directors

"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"

China High Speed Transmission Equipment Group Co., Ltd.,

a company incorporated in the Cayman Islands with limited

liability and the Shares of which are listed on the Stock

Exchange

"Director(s)"

the director(s), including independent non-executive

director(s), of the Company

"Group"

the Company and its subsidiaries from time to time

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

"Issue Mandate"

a general and unconditional mandate to be granted to the

Directors to exercise the power of the Company to allot, issue

and deal in Shares with the total number not exceeding 20%

of the total number of issued Shares of the Company as at the

date of passing of the relevant resolution

"Latest Practicable Date"

12 April 2019, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain

information for inclusion in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

- 1 -

DEFINITIONS

"Memorandum of Association"

the memorandum of association of the Company as may be

amended from time to time

"PRC"

the People's Republic of China, except where the context

requires, geographical references to the PRC exclude Hong

Kong, the Macau Special Administrative Region of the PRC

and Taiwan

"Repurchase Mandate"

a general and unconditional mandate to be granted to the

Directors to exercise the power of the Company to repurchase

Shares with the total number not exceeding 10% of the total

number of issued Shares of the Company as at the date of

passing of the relevant resolution

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

the Securities and Futures Ordinance of Hong Kong (Chapter

571 of the Laws of Hong Kong) as amended, supplemented or

otherwise modified from time to time

"Share(s)"

ordinary share(s) of US$0.01 each in the share capital of the

Company

"Shareholder(s)"

the holder(s) of Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

The Codes on Takeovers and Mergers and Share Buy-backs

approved by the Securities and Futures Commission of Hong

Kong as amended from time to time

"US$"

United States dollars, the lawful currency of the United States

of America

"%"

per cent.

- 2 -

LETTER FROM THE BOARD

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 658)

Executive Directors:

Registered office:

Mr. Chen Yongdao

4th Floor, Harbour Place

Mr. Wang Zhengbing

103 South Church Street

Mr. Zhou Zhijin

George Town

Mr. Hu Jichun (Chief Executive Officer)

Grand Cayman KY1-1002

Ms. Zheng Qing

Cayman Islands

Non-executive Directors:

Head office and principal place of business

Mr. Hu Yueming (Chairman)

in Hong Kong:

Mr. Yuen Chi Ping

Room 1302

13th Floor, COFCO Tower

Independent non-executive Directors:

No. 262 Gloucester Road

Dr. Chan Yau Ching, Bob

Causeway Bay

Ms. Jiang Jianhua

Hong Kong

Mr. Jiang Xihe

Mr. Nathan Yu Li

23 April 2019

To the Shareholders

Dear Sir or Madam,

(1)GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2)RE-ELECTIONOF RETIRING DIRECTORS;

(3)DECLARATION OF FINAL DIVIDEND; AND

(4)NOTICE OF ANNUAL GENERAL MEETING

1.INTRODUCTION

The purpose of this circular is to provide you with the relevant information regarding the grant of the Issue Mandate and the Repurchase Mandate, the re-election of the retiring Directors in accordance with the Articles of Association, the declaration of final dividend and to give you notice of the AGM at which resolutions will be proposed for our Shareholders to consider and, if thought fit, approve, among other matters, the aforesaid matters.

* For identification purpose only

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

China High-Speed Transmission Equipment Group Co. Ltd. published this content on 18 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 April 2019 09:07:05 UTC