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Global International Credit : Proposals for General Mandates to Issue and Repurchase Shares, Re-election of Directors, Declaration of Final Dividend and Notice of Annual General Meeting

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04/15/2019 | 06:48am 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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Global International Credit Group Limited, you should at once hand this circular 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 the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

GLOBAL INTERNATIONAL CREDIT GROUP LIMITED

環球信貸集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1669)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS, DECLARATION OF

FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Global International Credit Group Limited to be held at Room 1225, 12th Floor, Prince's Building, Central, Hong Kong on Tuesday, 4 June 2019 at 11:00 a.m. is set out on pages 14 to 18 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjournment thereof if they so wish.

15 April 2019

CONTENTS

Page

DEFINITIONS .

. . . . .

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

1

LETTER FROM THE BOARD

Introduction

. . . . .

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

3

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

4

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

4

Extension Mandate

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

4

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

5

Declaration of Final Dividend and Closure of Register of Members . . . . . . . . . . . .

5

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

6

Form of Proxy . . .

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

6

Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Recommendation .

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

7

APPENDIX I

-

PARTICULARS OF THE DIRECTORS PROPOSED

FOR RE-ELECTION AT THE ANNUAL GENERAL

MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

APPENDIX II

-

EXPLANATORY STATEMENT ON THE

REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . .

11

NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

- i -

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

Room 1225, 12th Floor, Prince's Building, Central, Hong

Kong, Hong Kong on Tuesday, 4 June 2019 at 11:00 a.m.

or any adjournment thereof, the notice of which is set out

on pages 14 to 18 of this circular

"Articles of Association"

the articles of association of the Company

"Board"

the board of Directors

"Cayman 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"

Global International Credit Group Limited (環球信貸集團

有限公司), an exempted company incorporated under the

Companies Law of the Cayman Islands with limited

liability on 20 January 2014, whose Shares are listed on

the main board of the Stock Exchange

"Director(s)"

the director(s) of the Company

"Extension Mandate"

a general and unconditional mandate proposed to be

granted to the Directors to the effect that the total number

of Shares which may be allotted and issued under the

General Mandate may be increased by an additional

number representing such number of Shares actually

repurchased under the Repurchase Mandate

"General Mandate"

a general and unconditional mandate proposed to be

granted to the Directors at the Annual General Meeting to

exercise the power of the Company to allot, issue and deal

with new Shares not exceeding 20 per cent of the

aggregate nominal amount of the issued share capital of

the Company as at the date of passing of the relevant

resolution in relation thereto

"Group"

the Company and its subsidiaries

"HK$" or "HK cents"

Hong Kong dollars and cents, respectively, the lawful

currency of Hong Kong

- 1 -

DEFINITIONS

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

"Latest Practicable Date"

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

printing of this circular for the purpose of ascertaining

certain information contained in this circular

"Listing Rules"

The Rules Governing the Listing of Securities on the

Stock Exchange

"Notice"

the notice of the Annual General Meeting contained in

this circular

"Repurchase Mandate"

a general and unconditional mandate proposed to be

granted to the Directors at the Annual General Meeting to

repurchase Shares not exceeding 10 per cent of the

aggregate nominal amount of the issued share capital of

the Company as at the date of passing of the relevant

resolution in relation thereto

"Securities and Futures Ordinance"

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong) as amended, supplemented or

otherwise modified from time to time

"Share(s)"

ordinary share(s) of nominal value of HK$0.01 each in the

capital of the Company

"Shareholder(s)" or "Member(s)"

the holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Hong Kong Code on Takeovers and Mergers

- 2 -

LETTER FROM THE BOARD

GLOBAL INTERNATIONAL CREDIT GROUP LIMITED

環球信貸集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1669)

Executive Directors:

Registered office:

Ms. Wang Yao (Chairman)

P.O. Box 309

Mr. Ng Yiu Lun

Ugland House

Ms. Jin Xiaoqin

Grand Cayman KY1-114

Cayman Islands

Independent Non-executive Directors:

Dr. Ng Lai Man, Carmen

Principal place of business

Mr. Man Yiu Kwong, Nick

in Hong Kong:

Mr. Tang, Warren Louis

Unit 01, 23/F

World-Wide House

19 Des Voeux Road

Central

Hong Kong

15 April 2019

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR

GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS, DECLARATION OF

FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and information regarding the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of the General Mandate to issue Shares, the

- 3 -

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

Disclaimer

Global International Credit Group Ltd. published this content on 15 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 April 2019 10:47:01 UTC

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