Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  Synergy Group Holdings International Limited    1539   KYG8650S1075

SYNERGY GROUP HOLDINGS INTERNATIONAL LIM

(1539)
  Report
SummaryChartsNewsCalendarCompanyFinancials 
News SummaryMost relevantAll newsPress ReleasesOfficial PublicationsSector news

Synergy International : PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND NOTICE OF ANNUAL GENERAL MEETING

share with twitter share with LinkedIn share with facebook
08/02/2020 | 06:21am EDT

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

If you have sold or transferred all your shares in Synergy Group Holdings International Limited 滙能集團控股國際有 限公司, you should at once hand this circular, together with the enclosed form of proxy, 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.

Synergy Group Holdings International Limited

滙能集團控股國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1539)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Synergy Group Holdings International Limited 滙能集團控股國際有限 公司 (the "Company") to be held at Conference Room of 403A, 4/F, Block B, Seaview Estate, Nos. 4-6 Watson Road, North Point, Hong Kong on Wednesday, 16 September 2020 at 10:30 a.m. is set out on pages 18 to 22 of this circular. A form of proxy for use in connection with the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.synergy- group.com).

Please refer to page 1 of this circular for the measures being taken at the Annual General Meeting to try to prevent and control the spread of COVID-19.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deliver, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority 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 no later than 10:30 a.m. (Hong Kong time) on Monday, 14 September 2020 (or if the Annual General Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Annual General Meeting). Completion and delivery of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

In case of any inconsistency between the English version and the Chinese version of this circular, the English version shall prevail.

31 July 2020

CONTENTS

Page

Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .

1

Definitions .

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

2

Letter from the Board

1.

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

5

2.

Proposed re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

3. Proposed granting of general mandates to repurchase

and to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

4.

Annual General Meeting and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . .

9

5.

Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

6.

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

10

Appendix I

- Details of the retiring Directors proposed to be re-elected

at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

Appendix II

- Explanatory statement on the Share Repurchase

Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

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

18

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic and requirements for prevention and control of its spread, the Company will implement the following precautionary measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

  1. Compulsory body temperature checks will be conducted on every attending Shareholder, proxy and other attendees at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into, or be requested to leave, the Annual General Meeting venue.
  2. All attendees are requested to wear surgical face masks at the Annual General Meeting venue at all times, and to maintain a safe distance with other attendees where possible.
  1. To the extent permitted under applicable laws and regulations, any person who does not comply with the measures above may be denied entry into, or be required to leave, the Annual General Meeting venue.
  1. No refreshments will be served, and there will be no corporate gifts, at the Annual General Meeting.

In the interest of all stakeholders' health and safety, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by completing and signing the form of proxy in accordance with the instructions printed thereon, Shareholders may appoint the Chairman of the Annual General Meeting as their proxies to attend and vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting or any adjourned meeting in person.

The form of proxy for use in connection with the Annual General Meeting is enclosed with this circular. The form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.synergy-group.com) . If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- 1 -

DEFINITIONS

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

"Annual General Meeting"

the annual general meeting of the Company to be held

at Conference Room of 403A, 4/F, Block B, Seaview

Estate, Nos. 4-6 Watson Road, North Point, Hong Kong on

Wednesday, 16 September 2020 at 10:30 a.m., to consider

and, if appropriate, to approve the resolutions contained in

the notice of the meeting which is set out on pages 18 to 22

of this circular, or any adjournment thereof;

"Articles of Association"

"Board"

"Companies Law"

"Company" or "our Company"

the articles of association of the Company currently in force;

the board of Directors;

The Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands;

Synergy Group Holdings International Limited 滙能集團控 股國際有限公司, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;

"controlling shareholder(s)"

has the meaning ascribed thereto under the Listing Rules;

"Director(s)"

the 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

People's Republic of China;

- 2 -

DEFINITIONS

"Issuance Mandate"

"Latest Practicable Date"

"Listing Rules"

"Memorandum and Articles of Association"

"Model Code"

"PRC" "SFO"

"Share(s)"

a general and unconditional mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting as set out on pages 18 to 22 of this circular;

31 July 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time;

the memorandum of association of the Company and the Articles of Association currently in force;

the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Listing Rules;

The People's Republic of China;

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;

ordinary share(s) of HK$0.01 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

- 3 -

DEFINITIONS

"Share Repurchase Mandate"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

"%"

a general and unconditional mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 18 to 22 of this circular;

holder(s) of Share(s);

The Stock Exchange of Hong Kong Limited;

The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong; and

per cent.

- 4 -

LETTER FROM THE BOARD

Synergy Group Holdings International Limited

滙能集團控股國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1539)

Executive Directors:

Registered Office:

Mr. Wong Man Fai Mansfield

Cricket Square

(Chairman and Chief Executive Officer)

Hutchins Drive

Mr. Lam Arthur

P.O. Box 2681

(Vice Chairman)

Grand Cayman KY1-1111

Cayman Islands

Independent Non-executive Directors:

Mr. Chung Koon Yan

Headquarters and Principal Place of

Mr. Cheung Yick Hung Jackie

Business in Hong Kong:

Dr. Wong Chi Ying Anthony

Room 404B, 4/F

Block B, Seaview Estate

Nos. 4-6 Watson Road

North Point

Hong Kong

31 July 2020

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with requisite information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Wednesday, 16 September 2020 for, among others, (a) the re-election of the retiring Directors and the granting of the authority to the Board to fix the Directors' remuneration; and (b) the granting to the Directors of the Share Repurchase Mandate and the Issuance Mandate.

- 5 -

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board comprised of (i) Mr. Wong Man Fai Mansfield and Mr. Lam Arthur as executive Directors; and (ii) Mr. Chung Koon Yan, Mr. Cheung Yick Hung Jackie and Dr. Wong Chi Ying Anthony as independent non-executive Directors.

In accordance with Articles 84(1) and (2) of the Articles of Association, Mr. Wong Man Fai Mansfield and Mr. Cheung Yick Hung Jackie shall retire at the Annual General Meeting. All the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Pursuant to code provision A.5.5 of the Corporate Governance Code and Corporate Governance Report in Appendix 14 of the Listing Rules, where the board proposes a resolution to elect an individual as an independent non-executive director at the general meeting, it should set out in the circular (among others): (i) the process used for identifying the individual and why the board believes the individual should be elected and the reasons why it considers the individual to be independent; (ii) the perspectives, skills and experience that the individual can bring to the board; and (iii) how the individual contributes to diversity of the board.

Nomination Procedures

The Nomination Committee is primarily responsible for identifying and nominating, for approval by the Board, suitably qualified candidates to become members of the Board as additional directors or to fill casual vacancies. The Nomination Committee identifies candidates for directorship from various channels, including but not limited to internal promotion and referral by management. The Nomination Committee may also receive nomination of candidate(s) for election as Director(s) from Shareholder(s). After the candidate(s) is identified, the Nomination Committee will consider the biographical information of the candidate(s) and evaluate the candidate(s) based on certain criteria as set out in the nomination policy of the Company to determine whether such candidate is qualified for directorship and make recommendation to the Board accordingly.

For re-election of any existing member of the Board, the Nomination Committee shall also evaluate the candidate(s) based on certain criteria as set out in the nomination policy of the Company and make recommendations to the Board for its consideration and recommendation for the candidate(s) to stand for re-election at general meeting.

- 6 -

LETTER FROM THE BOARD

The following criteria are taken into consideration in evaluating and selecting candidate(s) for directorship(s):

  • character and integrity.
  • qualifications including professional qualifications, skills, knowledge and experience that are relevant to the Company's business and corporate strategy.
  • commitment of available time and ability to devote adequate time and attention to the affairs of the Company and to discharge duties as a Board member and other directorships and significant commitments.
  • requirement for the Board to have independent non-executive directors in accordance with the Listing Rules and whether the candidates would be considered independent with reference to the independence guidelines set out in the Listing Rules.
  • the board diversity policy of the Company.
  • Such other perspectives appropriate to the Company's business.

In reviewing the structure, size and composition of the Board and in proposing individuals for re-election as Directors at the Annual General Meeting, the Nomination Committee considered the Board diversity from a number of factors, including but not limited to gender, age, cultural and educational background, professional and industry experience, skills, knowledge and time commitments. All Board appointments will be based on merit, and candidates will be considered against criteria including character and integrity, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

The Nomination Committee has evaluated Mr. Cheung Yick Hung Jackie (the independent non-executive Director to be re-elected at the Annual General Meeting) against the selection criteria mentioned above and has considered his extensive professional and working experiences as set out in Appendix I to this circular. The Nomination Committee and the Board consider that Mr. Cheung, being a solicitor to the High Court of Hong Kong and a solicitor of the Supreme Court of England and Wales, has extensive experience in legal profession, which bring the appropriate legal qualifications and related expertise to the Company and contribute to the diversity of the Board in the aspect of legal and compliance. The Nomination Committee and the Board are of the view Mr. Cheung possess the required character, integrity and experience to continuously fulfil his role as an independent non-executive Director effectively. Since Mr. Cheung has actively participated in the Board meetings and various committees held by the Company, the Board is of the view that he can give sufficient time and attention to the Company's affairs to perform his director's duties.

- 7 -

LETTER FROM THE BOARD

Mr. Cheung has been serving as an independent non-executive Director, the Chairman of the Remuneration Committee, member of the Audit Committee and member of the Nomination Committee of the Company since March 2015 and is familiar with the Groups' business. He has also demonstrated his ability to provide objective, independent and adequate point of views to the Company's matters. In addition, Mr. Cheung has declared his independence by submitting an annual written confirmation of independence to the Board pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee of the Company has assessed his independence and believes that Mr. Cheung is independent from the Company and complies with the independence requirements of Rule 3.13 of the Listing Rules. To the best knowledge of the Directors, as at the Latest Practicable Date, the Company is not aware of any matters or events that may occur and affect the independence of Mr. Cheung as an independent non-executive Director.

In view of the above, the Board believes that the re-election of Mr. Cheung as an independent non-executive Director would be in the best interests of the Company and the Shareholders as a whole.

Biographical information of the retiring Directors offering themselves for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES

At the annual general meeting of the Company held on 16 September 2019, general mandates were granted to the Directors to exercise all the powers to repurchase Shares and to allot, issue and deal with additional Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve:

  1. the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting (i.e. a total of 55,000,000 Shares on the basis that the number of Shares in issue remains unchanged on the date of the Annual General Meeting);

- 8 -

LETTER FROM THE BOARD

  1. the granting of the Issuance Mandate to the Directors to allot, issue and deal with additional Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting (i.e. a total of 110,000,000 Shares on the basis that the number of Shares in issue remains unchanged on the date of the Annual General Meeting); and
  2. the extension of the Issuance Mandate by adding the aggregate number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate.

Each of the aforesaid mandates will expire whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or the Companies Law or any other applicable laws of the Cayman Islands to be held; or (iii) the time when such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

With reference to the Share Repurchase Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

An explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 18 to 22 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll (except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands). Accordingly, at the Annual General Meeting, the votes on the resolutions set out in the notice of the Annual General Meeting will be taken by poll. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

As at the Latest Practicable Date, no Shareholder is required to abstain from voting on any resolution set out in the notice of the Annual General Meeting.

- 9 -

LETTER FROM THE BOARD

A form of proxy for use at the Annual General Meeting (and any adjournment thereof) is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.synergy-group.com) . To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and delivered, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority 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 no later than 10:30 a.m. (Hong Kong time) on Monday, 14 September 2020 (or if the Annual General Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Annual General Meeting). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish.

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

6. RECOMMENDATION

The Directors consider that the proposed re-election of retiring Directors, the granting of the Share Repurchase Mandate and Issuance Mandate, the extension of the Issuance Mandate and the re-appointment of BDO Limited as the Company's auditor are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

Synergy Group Holdings International Limited

Wong Man Fai Mansfield

Chairman, Chief Executive Officer and

Executive Director

- 10 -

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

EXECUTIVE DIRECTOR

Mr. Wong Man Fai Mansfield

Mr. Wong Man Fai Mansfield ("Mr. Mansfield Wong"), aged 46, is the Chief Executive Officer, Chairman of the Board and an executive Director of the Company. He is also a director of Synergy Lighting Limited and Synergy Group Worldwide Limited, both are wholly-owned subsidiaries of the Company, and a director of various subsidiaries of the Company, and was appointed as the Chief Executive Officer of Synergy Lighting Limited on 1 July 2009. He was appointed as a Director of our Company on 30 December 2011. He is primarily responsible for the overall corporate strategies, development management and operation of our Group. Mr. Wong graduated from the University of Arizona, Arizona, the United States with a Bachelor's degree in Electrical Engineering in May 1996. He also obtained a Master of Engineering (Electrical) from Cornell University, New York, United States in May 1997. He has over 14 years of management experience. Mr. Wong is the sole director and sole shareholder of Mpplication Group Limited, which provides information technology management services to our Group. Mr. Wong is the sole director and sole shareholder of Abundance Development Limited and one of our substantial shareholders.

Mr. Mansfield Wong has entered into a supplemental service agreement with the Company for a renewed term of three years commencing from 30 June 2020. He is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Listing Rules and the Articles of Association. Mr. Mansfield Wong received remuneration plus housing allowance of approximately HK$1,680,000 for the year ended 31 March 2020 in respect of his services to the Group. He is entitled to an annual remuneration of HK$918,000 and a housing allowance of not exceeding HK$42,500 per month for the year ending 31 March 2021 which is determined by the Board with reference to his responsibilities and time commitment and is subject to review by the Remuneration Committee of the Company from time to time. His remuneration is covered by the supplemental service agreement and any subsequent revision approved by the Board.

As at the Latest Practicable Date, Mr. Mansfield Wong had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Save as disclosed above, as at the Latest Practicable Date, Mr. Mansfield Wong did not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company and did not currently hold any other position with the Company and other members of the Group and did not have other major appointments and professional qualification.

- 11 -

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr. Mansfield Wong was deemed to have a short position of 53,249,204 Shares, representing approximately 9.68% of the issued Shares of the Company, which were registered in the name of Abundance Development Limited, a company wholly-owned by Mr. Mansfield Wong. In addition, Mr. Mansfield Wong was also interested in 5,500,000 share options to subscribe for 5,500,000 Shares in the Company pursuant to the Company's Share Option Scheme. Save as disclosed above, Mr. Mansfield Wong did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO as recorded in the register required to be kept under Section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Save for the information disclosed above, as at the Latest Practicable Date, there was no information of Mr. Mansfield Wong that was discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there were no other matters concerning Mr. Mansfield Wong that need to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Cheung Yick Hung Jackie

Mr. Cheung Yick Hung Jackie ("Mr. Jackie Cheung"), aged 52, is an independent non- executive Director, the Chairman of the Remuneration Committee, member of the Audit Committee and member of the Nomination Committee of the Company since 5 March 2015. Mr. Cheung has been a representative of KGI Asia Limited and KGI Futures (Hong Kong) Limited which carry out Type 1 (dealing in securities) and Type 2 (dealing in futures contracts) regulated activities under the SFO respectively since 29 March 2011. He currently also serves as a Consultant Solicitor of Messrs. Cheung & Yeung, Solicitors(張國鈞楊煒凱律師事務所). Mr. Cheung was admitted as a solicitor to the High Court of Hong Kong in November 1995 and as a solicitor of the Supreme Court of England and Wales in May 1997. He graduated from City Polytechnic of Hong Kong (now known as City University of Hong Kong) with a degree of Bachelor of Laws and obtained the Postgraduate Certificate in Laws in November 1992 and November 1993 respectively. Mr. Cheung served as a District Councillor of the Central and Western District Council for the period from 1 January 2008 to 31 December 2015.

- 12 -

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Jackie Cheung has entered into a renewed letter of appointment with the Company for a term of three years commencing from 23 March 2018. He is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Listing Rules and the Articles of Association. Mr. Jackie Cheung received director's remuneration of HK$228,000 for the year ended 31 March 2020 in respect of his services to the Group. He is entitled to an annual remuneration of HK$205,200 for the year ending 31 March 2021 which is determined by the Board with reference to his responsibilities and time commitment and is subject to review by the Remuneration Committee of the Company from time to time. His remuneration is covered by the renewed letter of appointment and any subsequent revision approved by the Board.

Save as disclosed above, as at the Latest Practicable Date, Mr. Jackie Cheung had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Save as disclosed above, as at the Latest Practicable Date, Mr. Jackie Cheung did not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company and did not currently hold any other position with the Company and other members of the Group and did not have other major appointments and professional qualification.

As at the Latest Practicable Date, Mr. Jackie Cheung was interested in 100,000 Shares and 50,000 share options to subscribe for 50,000 Shares in the Company pursuant to the Company's Share Option Scheme, representing, in aggregate, approximately 0.03% of the issued Shares of the Company. Save as disclosed above, Mr. Jackie Cheung did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO as recorded in the register required to be kept under Section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Save for the information disclosed above, as at the Latest Practicable Date, there was no information of Mr. Jackie Cheung that was discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there were no other matters concerning Mr. Jackie Cheung that need to be brought to the attention of the Shareholders.

- 13 -

APPENDIX II

EXPLANATORY STATEMENT ON

THE SHARE REPURCHASE MANDATE

This appendix serves as an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 550,000,000 Shares, all of which have been fully paid-up.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, i.e. being 550,000,000 Shares, the Directors would be authorised under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a maximum of 55,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable them to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made where the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

- 14 -

APPENDIX II

EXPLANATORY STATEMENT ON

THE SHARE REPURCHASE MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the 12 months immediately preceding (and including) the Latest Practicable Date were as follows:

Month & Year

Highest

Lowest

HK$

HK$

July 2019

0.78

0.58

August 2019

0.75

0.55

September 2019

0.53

0.44

October 2019

0.44

0.38

November 2019

0.45

0.365

December 2019

0.415

0.34

January 2020

0.44

0.35

February 2020

0.36

0.28

March 2020

0.315

0.245

April 2020

0.29

0.236

May 2020

0.28

0.201

June 2020

0.30

0.23

July 2020 (up to the Latest Practicable Date)

0.211

0.169

6.

GENERAL

To the best of their knowledge and belief and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) currently intends to sell any Shares to our Company or its subsidiaries in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

- 15 -

APPENDIX II

EXPLANATORY STATEMENT ON

THE SHARE REPURCHASE MANDATE

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of our Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best of the knowledge and belief of the Directors, as at the Latest Practicable Date:

  1. Mr. Wong Man Fai Mansfield, the Chairman of the Board, the Chief Executive Officer and an executive Director, was deemed to have short position of 53,249,204 Shares, representing approximately 9.68% of the issued share capital of the Company, which were registered in the name of Abundance Development Limited, a company wholly- owned by Mr. Wong;
  2. Mr. Arthur Lam, an executive Director, was directly interested in short position of 37,514,437 Shares, in aggregate, representing approximately 6.82% of the issued share capital of the Company; and
  3. Wan Tai Investments Limited was interested in long position of 110,001,641 Shares, representing approximately 20.00% of the issued share capital of the Company. Wan Tai Investments Limited is wholly-controlled by CCBI Investments Limited, which is in turn wholly-controlled by CCB International (Holdings) Limited. CCB International (Holdings) Limited is wholly-controlled by CCB Financial Holdings Limited, which is in turn wholly-controlled by CCB International Group Holdings Limited. CCB International Group Holdings Limited is wholly-controlled by China Construction Bank Corporation, which 57.11% shares is in turn controlled by Central Huijin Investment Ltd..

In the event that the Directors shall exercise the Share Repurchase Mandate in full, the shareholding percentage of Mr. Wong Man Fai Mansfield (including Abundance Development Limited), Mr. Arthur Lam and Wan Tai Investments Limited (including CCBI Investments Limited, CCB International (Holdings) Limited, CCB Financial Holdings Limited, CCB International Group Holdings Limited, China Construction Bank Corporation and Central Huijin Investment Ltd.) in the issued share capital of the Company would be increased respectively to approximately 10.76%, 7.58% and 22.22% (if they do not participate in such repurchase).

- 16 -

APPENDIX II

EXPLANATORY STATEMENT ON

THE SHARE REPURCHASE MANDATE

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. As at the Latest Practicable Date, none of the Shareholders or a group of Shareholders acting in concert (within the meaning under the Takeovers Code) could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required under the Listing Rules.

8. REPURCHASE OF SHARES MADE BY THE COMPANY

The Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

- 17 -

NOTICE OF ANNUAL GENERAL MEETING

Synergy Group Holdings International Limited

滙能集團控股國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1539)

NOTICE IS HEREBY GIVEN that an annual general meeting ("Annual General Meeting") of Synergy Group Holdings International Limited 滙能集團控股國際有限公司 (the

"Company") will be held at Conference Room of 403A, 4/F, Block B, Seaview Estate, Nos. 4-6 Watson Road, North Point, Hong Kong on Wednesday, 16 September 2020 at 10:30 a.m. for the following purposes:

As ordinary business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

  1. To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the board of directors of the Company and auditor for the year ended 31 March 2020.
  2. To re-elect Mr. Wong Man Fai Mansfield as an executive director of the Company.
  3. To re-elect Mr. Cheung Yick Hung Jackie as an independent non-executive director of the Company.
  4. To authorise the board of directors of the Company to fix the remuneration of the respective directors of the Company.
  5. To re-appoint BDO Limited as auditor of the Company and to authorise the board of directors to fix their remuneration.
  6. To consider and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution:
    "THAT:
    1. subject to paragraph 6(b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, in accordance with all applicable laws, rules and regulations;

- 18 -

NOTICE OF ANNUAL GENERAL MEETING

  1. the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph 6(a) above shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph 6(a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
  2. for the purposes of this resolution:
    "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 the articles of association of the Company or any applicable laws to be held; and
    3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

  1. subject to paragraph 7(c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;
  2. the mandate in paragraph 7(a) above shall authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

- 19 -

NOTICE OF ANNUAL GENERAL MEETING

  1. the total number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph 7(a) above, otherwise than pursuant to:
    1. a Rights Issue (as defined below);
    2. the exercise of options under the share option scheme of the Company; and
    3. any scrip dividend scheme or similar arrangement 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,

shall not exceed 20% of the total number of the issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares that may be issued under the mandate in paragraph 7(a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

  1. for the purposes of this resolution:
    "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 the articles of association of the Company or any applicable laws to be held; and
    3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

"Rights Issue" means an offer of Shares open for a period fixed by the directors to holders of Shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

- 20 -

NOTICE OF ANNUAL GENERAL MEETING

8. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of resolutions set out in items 6 and 7 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 6 of the Notice, provided that such number shall not exceed 10% of the total number of shares in issue as at the date of passing of this resolution."

By order of the Board

Synergy Group Holdings International Limited

Wong Man Fai Mansfield

Chairman, Chief Executive Officer and

Executive Director

Hong Kong, 31 July 2020

Notes:

  1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Company's articles of association and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"). The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
  2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the above meeting. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
  3. In order to be valid, the completed and signed form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be delivered 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 in any event no later than 10:30 a.m. (Hong Kong time) on Monday, 14 September 2020 (or if the Annual General Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Annual General Meeting). Completion and delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

- 21 -

NOTICE OF ANNUAL GENERAL MEETING

  1. For the purpose of determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Thursday, 10 September 2020 to Wednesday, 16 September 2020, both dates inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the above meeting, all duly completed and signed transfer documents accompanied by the relevant share certificates must be lodged with 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 for registration no later than 4:30 p.m. on Wednesday, 9 September 2020.
    In the event that the Annual General Meeting is adjourned to a date later than Wednesday, 16 September 2020 because of bad weather or other reasons, the book closure period and record date for determination of entitlement to attend and vote at the Annual General Meeting will remain the same as stated above.
  2. In relation to the proposed Resolution no. 5 above, the Board concurs with the views of the Audit Committee of the Board and has recommended that BDO Limited be re-appointed as auditor of the Company.
  3. A circular containing further details concerning Resolution nos. 2 and 3 and Resolution nos. 6 to 8 set out in this notice will be despatched to the shareholders of the Company together with the 2019/2020 Annual Report.
  4. Bad Weather Arrangements
    Subject to the articles of association of the Company, the Listing Rules and the applicable laws of the Cayman Islands, if a tropical cyclone warning signal number 8 or above is hoisted or a black rainstorm warning signal is in force or expected to be in force in Hong Kong at any time between 7:30 a.m. to 10:30 a.m. on the date of the Annual General Meeting, the Annual General Meeting will be automatically adjourned to a later date. When the date, time and location of the adjourned meeting has been fixed by the Directors, the Company will post an announcement on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.synergy-group.com) to notify shareholders of the date, time and location of the adjourned meeting.
    The Annual General Meeting will be held as scheduled when an amber or a red rainstorm warning signal is in force in Hong Kong. Shareholders should in any event exercise due care and caution when deciding to attend the Annual General Meeting in adverse weather conditions.

- 22 -

Disclaimer

Synergy Group Holdings International Ltd. published this content on 02 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 August 2020 10:21:18 UTC

share with twitter share with LinkedIn share with facebook
Latest news on SYNERGY GROUP HOLDINGS INT
10:53aSYNERGY INTERNATIONAL : Announcement in relation to inside information and under..
PU
08/02SYNERGY INTERNATIONAL : Proposed re-election of retiring directors and proposed ..
PU
08/02SYNERGY INTERNATIONAL : Form of proxy for the annual general meeting to be held ..
PU
08/02SYNERGY INTERNATIONAL : Notice of annual general meeting
PU
07/31SYNERGY INTERNATIONAL : Announcement in relation to the audited annual results f..
PU
02/28SYNERGY INTERNATIONAL : Dentsu wins two APNS awards
AQ
2019SYNERGY INTERNATIONAL : Group Appoints Mr. Sun Ning as the Chairman of the Group..
AQ
2019SYNERGY INTERNATIONAL : Group Training Elevates Management Skills and Eliminates..
AQ
More news
Financials
Sales 2020 127 M 16,3 M 16,3 M
Net income 2020 -110 M -14,2 M -14,2 M
Net Debt 2020 176 M 22,7 M 22,7 M
P/E ratio 2020 -1,23x
Yield 2020 -
Capitalization 83,6 M 10,8 M 10,8 M
EV / Sales 2019 2,75x
EV / Sales 2020 2,45x
Nbr of Employees 52
Free-Float 83,5%
Chart SYNERGY GROUP HOLDINGS INTERNATIONAL LIMITED
Duration : Period :
Synergy Group Holdings International Limited Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends SYNERGY GROUP HOLDINGS INT
Short TermMid-TermLong Term
TrendsBearishBearishBearish
Income Statement Evolution
Managers
NameTitle
Man Fai Wong Chairman & Chief Executive Officer
Chi Kuen Cheng Chief Operating Officer
Man Chun Tong Chief Financial Officer & Secretary
Arthur Lam Vice Chairman
Koon Yan Chung Independent Non-Executive Director