ACESO LIFE SCIENCE GROUP LIMITED 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Hao Tian Development Group Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale 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 however arising from or in reliance upon the whole or any part of the contents of this circular.
- PROPOSAL INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,
- RE-ELECTIONOF DIRECTORS,
- RE-APPOINTMENTOF AUDITORS AND
- NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Hao Tian Development Group Limited to be held at 10/F, CKK Commercial Centre, 289 Hennessy Road, Wanchai, Hong Kong on Friday, 18 September 2020, at 11:30 a.m. is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.haotianhk.com).Whether or not you intend to attend and vote at the Annual General Meeting or any adjourned meeting (as the case may be) in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office 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, but in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.
29 July 2020
CONTENTS | ||
Page | ||
Precautionary Measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
Definitions . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 |
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
Appendix I | - Explanatory statement on the Repurchase Mandate . . . . . . . . . . . | I-1 |
Appendix II | - Biographies of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . | II-1 |
Appendix III | - Procedures for poll voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | III-1 |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | AGM-1 |
- i -
PRECAUTIONARY MEASURES FOR THE AGM
In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:
- Compulsory body temperature checks will be conducted on Shareholders, proxies and other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue.
- Shareholders, proxies and other attendees are required to complete and submit a health declaration form providing their names and contact details, and confirming that they are not subject to quarantine and they, or to their best of knowledge, any person whom they have/had close contact with, have not entered Hong Kong from Mainland China or any overseas countries/areas at any time in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the AGM venue.
- Shareholders, proxies and other attendees are required to wear surgical face masks inside the AGM venue at all times. Any person who does not comply with this requirement may be denied entry into the AGM venue.
- No refreshments or drinks will be provided at the AGM.
To the extent permitted under law, the Company reserves the right to require any person to deny entry into the AGM venue in order to ensure the safety of the attendees at the AGM.
In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.
A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.haotianhk.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.
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DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
''AGM Notice''
''Annual General Meeting'' or
''AGM''
''Articles''
''associate(s)''
''Board''
''close associate(s)''
''Company''
''controlling shareholder(s)''
''core connected person(s)''
''Directors''
''Group''
''HK$''or ''Hong Kong Dollars''
''Hong Kong''
''Issue Mandate''
DEFINITIONS | |
''Latest Practicable Date'' | 23 July 2020, being the latest practicable date prior to the |
printing of this circular for ascertaining certain information | |
in this circular | |
''Listing Rules'' | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
''PRC'' | The People's Republic of China |
''Repurchase Mandate'' | the general and unconditional mandate to be granted to the |
Directors at the Annual General Meeting to repurchase | |
Shares of the Company on the Stock Exchange up to 10% | |
of the total number of Shares in issue as at the date of | |
passing of the resolution approving such mandate | |
''SFO'' | Securities and Futures Ordinance (Chapter 571 of the Laws |
of Hong Kong), as amended, supplemented or otherwise | |
modified from time to time | |
''Share(s)'' | share(s) of HK$0.01 each in the share capital of the |
Company | |
''Shareholder(s)'' | holder(s) of the Share(s) |
''Stock Exchange'' | The Stock Exchange of Hong Kong Limited |
''substantial shareholders'' | has the meaning ascribed thereto in the Listing Rules |
''Takeovers Code'' | Hong Kong Code on Takeovers and Mergers |
''%'' | per cent. |
- 3 -
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.
- 4 -
LETTER FROM THE BOARD
Executive Directors: | Registered office: |
Mr. Xu Haiying | Cricket Square |
Dr. Zhiliang Ou, JP (Australia) | Hutchins Drive |
Mr. Fok Chi Tak | P.O. Box 2681 |
Grand Cayman KY1-1111 | |
Independent Non-executive Directors: | Cayman Islands |
Mr. Chan Ming Sun Jonathan | |
Mr. Lam Kwan Sing | Head office and principal place |
Mr. Lee Chi Hwa, Joshua | of Business: |
Rooms 2501-2509, 25th Floor | |
Shui On Centre | |
30 Harbour Road, Wanchai | |
Hong Kong | |
29 July 2020 | |
To all Shareholders | |
Dear Sir or Madam, |
- PROPOSAL INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,
- RE-ELECTIONOF DIRECTORS,
- RE-APPOINTMENTOF AUDITORS AND
- NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide Shareholders with information in connection with the proposals at the Annual General Meeting to (i) grant the Directors general mandates to issue Shares and repurchase Shares, (ii) re-elect the retiring Directors, and (iii) re-appoint independent auditors, and to give you the AGM Notice at which the resolutions will be proposed to be considered and, if thought fit, approved.
- 5 -
LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
At the annual general meeting held on 18 September 2019, ordinary resolutions were passed, among other things, by the then Shareholders to grant the general mandates to the Directors to:
- allot, issue and deal with Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at 18 September 2019;
- repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at 18 September 2019; and
- add to the general mandate for issuing Shares by an amount representing the aggregate nominal amount of the issued share capital of the Company repurchased by the Company.
These general mandates will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek your approval of the ordinary resolutions to be proposed at the Annual General Meeting to give fresh general mandates to the Directors.
The Issue Mandate
At the Annual General Meeting, ordinary resolutions nos. 4(A) and 4(C) as set out in the AGM Notice will be proposed to give the Directors fresh general mandates (i) to allot, issue and deal with new Shares not exceeding 20% of the total number of Shares in issue at the date of passing of the resolution no. 4(A) as set out in the AGM Notice (being a maximum of 1,218,377,361 new Shares based on a total of 6,091,886,805 Shares in issue as at the Latest Practicable Date and assuming that no other Shares will be issued or repurchased whatsoever between the Latest Practicable Date and the Annual General Meeting) plus (ii) the number of Shares repurchased by the Company (under the authority granted pursuant to the Repurchase Mandate) subsequent to the passing of such resolution. The Issue Mandate shall remain in force until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of Cayman Islands to be held; and (iii) the revocation or variation of the authority given by the Shareholders by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.
The Repurchase Mandate
At the forthcoming Annual General Meeting, an ordinary resolution, which if passed, will grant the Directors a general and unconditional mandate to repurchase Shares up to a maximum of 10% of the total number of Shares in issue at the date of passing of the resolution no. 4(B) as set out in the AGM Notice at any time during the period ended on the earliest of (i) the conclusion of
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LETTER FROM THE BOARD
the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of Cayman Islands to be held; and (iii) the revocation or variation of the authority given by the Shareholders by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.
An explanatory statement to provide relevant information in respect of the Repurchase Mandate is set out in Appendix I to this circular.
RE-ELECTION OF DIRECTORS
Pursuant to article 87 of the Articles, at each annual general meeting, one-third of the Directors for the time being (or if their number is not three or in a multiple of three, then the number nearest to one-third) shall retire from office by rotation. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election.
Of the six Directors, Mr. Ou Zhiliang and Mr. Lee Chi Hwa Joshua, being the longest in office, is subject to retirement by rotation pursuant to the Articles of the Company and will retire at the Annual General Meeting.
Each of the retiring Directors, being eligible, has offered himself for re-election. The Nomination Committee has reviewed the structure and composition of the Board, the qualifications, skills, knowledge and experience, time commitment and contributions of the two retiring Directors, having regard to the Nomination Policy and the Board Diversity Policy of the Company. Accordingly, the Nomination Committee has recommended them to the Board for reelection and the Board has endorsed the recommendations of the Nomination Committee and recommended each of the retiring Directors for election at the Annual General Meeting.
Details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in the Appendix II to this circular.
PROPOSED RE-APPOINTMENT OF AUDITORS
The financial statements of the Group for the year ended 31 March 2020 were audited by BDO Limited whose term of office will expire upon the conclusion of the AGM.
The Board proposed to re-appoint BDO Limited as the independent auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
- 7 -
LETTER FROM THE BOARD
ANNUAL GENERAL MEETING
The AGM Notice is set out on pages AGM-1 to AGM-5 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.
A form of proxy for the Annual General Meeting enclosed herewith and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.haotianhk.com). Whether or not you are able to attend the Annual General Meeting in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office 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 adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish. Pursuant to the Listing Rules, voting by poll is required for any resolution put to vote at the Annual General Meeting.
CLOSURE OF REGISTER OF MEMBERS
In order to establish entitlements to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 15 September 2020 to Friday, 18 September 2020, both days inclusive, during which period no transfer of Shares will be registered. All transfers of Shares accompanied by the relevant share certificates and properly completed transfer forms must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Monday, 14 September 2020.
VOTING BY POLL AT THE ANNUAL GENERAL MEETING
Pursuant to Rule 13.39 of the Listing Rules and article 66 of the Articles, any votes of the Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
Details of procedures for conducting a poll are set out in the Appendix III to this circular.
- 8 -
LETTER FROM THE BOARD
RECOMMENDATION
The Board considers that the re-election of Directors, the re-appointment of the auditors, the granting of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate are in the interests of the Company and the Shareholders, and therefore recommends the Shareholders to vote in favour of all of the relevant resolutions to be proposed at the Annual General Meeting.
By order of the Board
Hao Tian Development Group Limited
Fok Chi Tak
Executive Director
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This is an explanatory statement required by the Stock Exchange to be presented to
Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.
1. LISTING RULES FOR REPURCHASES OF SHARES
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.
The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution, either by way of a general mandate to the directors or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.
2. FUNDING OF REPURCHASES
Any repurchases will be made out of funds which are legally available for such purpose in accordance with the memorandum of association and the articles of association and the applicable laws of the Cayman Islands. The Cayman Islands laws provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on redemption may only be paid out of either the profit that would otherwise be available for distribution by way of dividend or out of share premium of the Company. Under the Cayman Islands laws, the repurchased shares will remain part of the authorised but unissued share capital of the Company.
If the Repurchase Mandate is exercised, the Directors intend to apply the profits that would otherwise be available for distribution by way of dividend for any purchase of its Shares. 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 financial statements contained in the annual report of the Company for the year ended 31 March 2020) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
3. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised of 6,091,886,805 Shares.
Subject to the passing of the resolution no. 4(B) as set out in the AGM Notice and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 609,188,680 Shares (representing 10% of the issued share capital of the Company)
- I-1-
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
during the period from the date of the passing of the resolution no. 4(B) as set out in the AGM Notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or (iii) the revocation or variation of the authority given by the Shareholders by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.
4. REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. The Directors have no present intention to repurchase any Shares but consider that the mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company.
5. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:
Highest | Lowest | |
HK$ | HK$ | |
2019 | ||
July | 0.260 | 0.214 |
August | 0.250 | 0.213 |
September | 0.239 | 0.208 |
October | 0.224 | 0.195 |
November | 0.216 | 0.198 |
December | 0.230 | 0.196 |
2020 | ||
January | 0.215 | 0.190 |
February | 0.209 | 0.190 |
March | 0.250 | 0.150 |
April | 0.215 | 0.171 |
May | 0.208 | 0.170 |
June | 0.238 | 0.103 |
July (1 July up to the Latest Practicable Date) | 0.305 | 0.210 |
- I-2-
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
6. UNDERTAKING
The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association and the Articles and the applicable laws of the Cayman Islands.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, nor has he/she/it undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
7. TAKEOVERS CODE
If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert, depending on the level of increase of the shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date and to the best of the knowledge and belief of the Directors based on the register kept by the Company under Section 336 of the SFO, Ms. Li Shao Yu, together with her associates and parties acting in concert with her, directly or indirectly, own an aggregate of 3,215,627,115 Shares, representing approximately 52.79% of the issued share capital of the Company. Upon full exercise of the Repurchase Mandate and assuming that no further Shares are issued or repurchased prior to the date of the Annual General Meeting, the aggregate shareholding of Ms. Li Shao Yu and her associates and parties acting in concert with her would be increased to approximately 58.65% of the then issued share capital of the Company.
The Directors consider that such increase would not give rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchase pursuant to the Repurchase Mandate.
Save as disclosed above, no other interests or short position in the Shares or underlying Shares or debentures of the Company were recorded in the register required to be keep under section 336 of the SFO as at the Latest Practicable Date.
- I-3-
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The Directors are not aware of any consequence under the Takeovers Code as a result of a repurchase of Shares made under the Repurchase Mandate and have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such an extent as to result in takeover obligations.
The Directors will not exercise the Repurchase Mandate if the repurchase would result in the number of Shares which are in the hands of the public falling below 25% of the total number of Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the Listing Rules).
8. SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares have been made by the Company in the preceding six months (whether on the Stock Exchange or otherwise) ended on the Latest Practicable Date.
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APPENDIX II BIOGRAPHIES OF THE RETIRING DIRECTORS
The details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out as follows:
DR. ZHILIANG OU, J.P. (AUSTRALIA)
Dr. Zhiliang Ou, J.P., (Australia), aged 51, was appointed as an independent non-executive Director of the Company on 11 June 2012 and was re-designated as an executive Director of the Company in August 2012. Dr. Ou holds a Doctor of Philosophy degree in Civil & Resource Engineering from The University of Western Australia, Australia. He also holds two Bachelor of Engineering degrees in Engineering Management & Structural Engineering respectively from Tongji University (同濟大學). Dr. Ou has over 30 years of professional engineering and management experience in oil & gas, mining and infrastructure industries both in Australia and China. He has been a senior staff member in the world's leading energy & resource firms including Kellogg Brown & Root (formerly known as KBR Halliburton), WorleyParsons Pty Ltd., as well as Sedgman Ltd., which is specialising in coal processing and handling plants. He was an independent non-executive director of Rey Resources Limited (a company listed on ASX focused on exploration and developing energy resources in Australia). Dr. Ou participated in a number of key energy and resource projects around the world such as acting as the Lead Civil and Structural Engineer for BHP Billiton RGP6 Jimblebar project; Rio Tinto iron ore Dove Siding expansion project; Chevron Wheatstone Domgas LNG Pipeline project; Yemen LNG Project (in the Republic of Yemen) and Western Australia Dampier to Bunbury Natural Gas Pipeline (Stage 5B) project, etc. Dr. Ou also has extensive experience and network in China. He was the general manager of 福建省黎明建築工程公司 (Fujian Liming Construction Company*) from 1993 to 1997. He was a Guest Professor for Inner Mongolia University (內蒙古大學) and Inner Mongolia University of Science & Technology (內蒙古科技大學) in China. Currently, Dr. Ou is an executive director of Hao Tian International Construction Investment Group Limited (stock code: 1341), which is a company listed on the main board of the Stock Exchange.
Save as stated herein, Dr. Ou has not previously held and is not holding any other position with any of the Company or its subsidiaries and does not hold any other directorships in any listed public companies in the last three years or other major appointments and qualifications.
Save as stated herein, Dr. Ou does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Dr. Ou has personal interests 733,752 Shares of the Company within the meaning of Part XV of the SFO. These represent the underlying Shares of options granted to Dr. Ou under the share option scheme of the Company.
The Company has entered into a service contract with Dr. Ou, pursuant to which, the appointment of Dr. Ou as an executive Director is for an initial term of 3 years commencing from 9 August 2018 subject to retirement and re-election at annual general meeting of the Company pursuant to the Articles. As an executive director, the emoluments of Dr. Ou will be determined
- For identification purposes only
- II-1-
APPENDIX II BIOGRAPHIES OF THE RETIRING DIRECTORS
by the remuneration committee of the Company and the Board with reference to the prevailing market rate, his experience and qualification and his duties and responsibilities with the Company. Dr. Ou was paid approximately HK$650,000 as his emoluments for the year ended 31 March 2020.
Save as disclosed above, the Board is not aware of any other matters in relation to the appointment of Dr. Ou that need to be brought to the attention of the Shareholders of the Company nor is there any information which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
MR. LEE CHI HWA JOSHUA
Mr. Lee Chi Hwa Joshua, aged 48, was appointed as an independent non-executive Director of the Company in September 2014 and he is member of the audit committee of the Board. Mr. Lee is a fellow member of the Association of Chartered Certified Accountants and a member of Hong Kong Institute of Certified Public Accountants. Mr. Lee has extensive experience in the fields of auditing, accounting and finance. Mr. Lee currently serves as an independent non-executive director of each of China Fortune Investments (Holding) Limited (stock code: 8116), Farnova Group Holdings Limited (formerly known as Code Agriculture (Holdings) Limited) (stock code: 8153) and Cornerstone Financial Holdings Limited (stock code: 8112), which are listed on GEM of the Stock Exchange. He currently serves as the independent non-executive director of each of Hao Tian International Construction Investment Group Limited (stock code: 1341), which is a subsidiary of the Company, Fujian Nuoqi Co., Ltd. (Stock code: 1353), which is a subsidiary of the Company, Up Energy Development Group Limited (Stock code: 307) and shares of these companies are listed on the Main Board of the Stock Exchange. He was also an independent non-executive director of Teamway International Group Holdings Limited (stock code: 1239) from March 2015 to August 2017, and an executive director of Link- Asia International Co. Ltd. (formerly known as China Healthcare Enterprise Group Limited) (stock code: 1143) from November 2015 to December 2019.
Save as stated herein, Mr. Lee has not previously held and is not holding any other position with any of the Company or its subsidiaries and does not hold any other directorships in any listed public companies in the last three years or other major appointments and qualifications.
Save as stated herein, Mr. Lee does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Lee has personal interest in 733,752 Shares of the Company within the meaning of Part XV of the SFO. These represent the underlying Shares of options granted to Mr. Lee under the share option scheme of the Company.
The Company has entered into a letter of appointment with Mr. Lee, pursuant to which, the appointment of Mr. Lee as an independent non-executive Director is for an initial term of 3 years commencing from 28 September 2017 subject to retirement and re-election at annual general
- II-2-
APPENDIX II BIOGRAPHIES OF THE RETIRING DIRECTORS
meeting of the Company pursuant to the Articles. As an independent non-executive Director, the emoluments of Mr. Lee will be determined by the remuneration committee of the Company and the Board with reference to the prevailing market rate, his experience and qualification and his duties and responsibilities with the Company. Mr. Lee was paid approximately HK$180,000 as his emoluments for the year ended 31 March 2020.
Save as disclosed above, the Board is not aware of any other matters in relation to the appointment of Mr. Lee that need to be brought to the attention of the Shareholders of the Company nor is there any information which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
- II-3-
APPENDIX III | PROCEDURES FOR POLL VOTING |
The chairman of the meeting will at the Annual General Meeting demand, pursuant to article 66 of the Articles, poll voting on all resolutions set out in the notice of the Annual General Meeting.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representatives, shall have one vote for every Share of which he/she is the holder.
A Shareholder present in person or by proxy or by authorised representatives who is entitled to more than one vote does not have to use all his/her votes (i.e., he/she can cast less votes than the number of Shares he/she holds or represents) or to cast all his/her votes the same way (i.e., he/she can cast some of his/her votes in favour of the resolution and some of his/her votes against the resolution).
The poll voting slip will be distributed to Shareholders or their proxies or authorised representatives upon registration of attendance at the Annual General Meeting. Shareholders who want to cast all their votes entitled may mark a ''P'' in either ''FOR'' or ''AGAINST'' box corresponding to the resolution to indicate whether he/she supports that resolution. For Shareholders who do not want to use all their votes or want to split votes in casting a particular resolution shall indicate the number of votes cast on a particular resolution in the ''FOR'' or ''AGAINST'' box, where appropriate, but the total votes cast must not exceed his/her entitled votes, or otherwise, the voting slip will be spoiled and the Shareholder's vote will not be counted.
After closing the poll, the Company's share registrar, Computershare Hong Kong Investor Services Limited, will act as scrutineer and count the votes and the poll results will be published after the Annual General Meeting.
- III-1-
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Hao Tian Development Group Limited (''Company'') will be held at 10/F, CKK Commercial Centre, 289 Hennessy Road, Wanchai, Hong Kong on Friday, 18 September 2020 at 11:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions:
ORDINARY RESOLUTIONS
- To receive and consider the audited consolidated financial statements and the reports of directors and auditors of the Company for the year ended 31 March 2020;
- (a) To re-elect Dr. Zhiliang Ou, as an executive director;
- To re-elect Mr. Lee Chi Hwa, Joshua, as an independent non-executive director; and
- To authorise the board of directors to fix the remuneration of the directors;
- To re-appoint BDO Limited as auditors and to authorise the board of directors to fix their remuneration;
- As special business, to consider and, if thought fit, pass, with or without modification, the following resolutions as ordinary resolutions:
- ''THAT:
- subject to paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all powers of the Company to allot, issue or deal with additional shares in the share capital of the Company or securities convertible into such shares or options, warrants or similar rights to subscribe for any shares or convertible
- AGM-1-
NOTICE OF ANNUAL GENERAL MEETING
securities and to make or grant offers, agreements, and options which might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
- the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to
- a Rights Issue (as hereinafter defined), (ii) the exercise of the subscription rights or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company and from time to time outstanding, (iii) the exercise of any option granted under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants as stipulated in such share option scheme or similar arrangement of shares or rights to acquire shares of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares of the Company 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 in force from time to time, shall not exceed 20 per cent. of the total number of shares of the Company in issue as at the date of passing of this resolution and the said approval be limited accordingly; and
-
for the purpose of this resolution:
''Relevant Period'' means the period from passing of this resolution until whichever is the earlier of: - the conclusion of the next annual general meeting of the Company;
- 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 of Cayman Islands to be held; and
- the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
- AGM-2-
NOTICE OF ANNUAL GENERAL MEETING
''Rights Issue'' means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company in the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangement as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or such stock exchange in any territory outside Hong Kong).''
- ''THAT:
- subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), subject to and in accordance with all applicable laws and regulations of Cayman Islands, articles of association of the Company and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
- the aggregate number of shares of the Company which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the total number of shares of the Company in issue as at the date of passing of this resolution and the said approval be limited accordingly; and
-
for the purpose of this resolution:
''Relevant Period'' means the period from passing of this resolution until whichever is the earlier of: - the conclusion of the next annual general meeting of the Company;
- 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 of Cayman Islands to be held; and
- the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''
- AGM-3-
NOTICE OF ANNUAL GENERAL MEETING
- ''THAT subject to the passing of resolutions numbered 4(A) and 4(B), the total number of shares of the Company which are to be purchased by the Company pursuant to the authority granted to the directors of the Company mentioned in resolution numbered 4(B) shall be added to the total number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution numbered 4(A) above, provided that such amount shall not exceed 10 per cent. of the total number of shares of the Company in issue as at the date of passing of this resolution.''
By Order of the Board
Hao Tian Development Group Limited
Chan Lai Ping
Company Secretary
Hong Kong, 29 July 2020
Principal place of business in Hong Kong:
Rooms 2501-2509, 25th Floor
Shui On Centre
6-8 Harbour Road, Wanchai
Hong Kong
Notes:
- A member entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint another person as his proxy to attend and vote in his stead. A proxy need not be a member of the Company.
- Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
- AGM-4-
NOTICE OF ANNUAL GENERAL MEETING
- In order to establish entitlements to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 15 September 2020 to Friday, 18 September 2020, both days inclusive, during which period no transfer of Shares will be registered. All transfers of Shares accompanied by the relevant share certificates and properly completed transfer forms must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Monday, 14 September 2020.
- In order to be valid, the 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 (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office 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, not less than 48 hours before the time fixed for holding the above meeting or any adjournment thereof.
- Completion and return of the form of proxy will not preclude a member from attending and voting in person at the annual general meeting or any adjourned meeting (as the case may be) should he so wish.
- The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
As at the date of this notice, the Board comprises three executive Directors, namely Mr. Xu Haiying, Dr. Zhiliang Ou, JP (Australia), and Mr. Fok Chi Tak and three independent non-executive Directors, namely Mr. Chan Ming Sun, Jonathan, Mr. Lam Kwan Sing and Mr. Lee Chi Hwa, Joshua.
- AGM-5-
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Hao Tian Development Group Limited published this content on 29 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2020 09:20:11 UTC
