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    586   KYG2116J1085

CHINA CONCH VENTURE HOLDINGS LIMITED

(586)
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China Conch Venture : Circular

04/29/2021 | 07:04am 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 China Conch Venture Holdings Limited 中國海螺 創業控股有限公司, 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.

China Conch Venture Holdings Limited

中 國 海 螺 創 業 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 586)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the 2021 Annual General Meeting (the ''AGM'') of China Conch Venture Holdings Limited 中國海螺創業控股有限公司 (the ''Company'') to be held at First Meeting Room, 2/F, Office Building of Conch Venture Environmental Protection Technology (Shanghai) Co., Ltd.* (海螺創 業環保科技(上海)有限公司), No. 18, Lane 928, Yumin South Road, Jiading District, Shanghai, the People's Republic of China on Friday, 25 June 2021 at 10:00 a.m. is set out in this circular.

Whether or not you are able to attend the AGM, please complete and sign the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and return it to the Company's Branch Share Registrar in Hong Kong (the ''Branch Share Registrar''), 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 fixed for the AGM or the adjourned meeting thereof. Accordingly, this form of proxy must be delivered to the Branch Share Registrar no later than 10:00 a.m. on Wednesday, 23 June 2021 (Hong Kong time). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the AGM if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (hlcy@conchventure.com).

  • For identification purpose only

30 April 2021

CONTENTS

Page

Definitions .

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

1

Letter from the Board

1.

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

3

2.

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

4

3.

Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . . .

4

4.

Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . .

4

5.

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

5

6.

Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

7.

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

6

Appendix I

- Details of the Retiring Directors Proposed to be

Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . .

7

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:

''2020 AGM''

the annual general meeting held on 29 June 2020

''AGM''

the 2021 annual general meeting of the Company to be held

at First Meeting Room, 2/F, Office Building of Conch

Venture Environmental Protection Technology (Shanghai)

Co., Ltd.* (海螺創業環保科技(上海)有限公司), No. 18,

Lane 928, Yumin South Road, Jiading District, Shanghai,

the People's Republic of China on Friday, 25 June 2021 at

10:00 a.m., to consider and, if appropriate, to approve the

resolutions contained in the notice of the meeting which is

set out on pages 14 to 18 of this circular, or any

adjournment thereof

''Articles of Association''

the articles of association of the Company currently in force

''Board''

the board of Directors

''Close Associate(s)''

has the same meaning as defined under the Listing Rules

''Companies Law''

the Companies Law, Cap 22 (Law 3 of 1961, as

consolidated and revised) of the Cayman Islands

''Company''

China Conch Venture Holdings Limited 中國海螺創業控股

有限公司, a company incorporated in Cayman Islands with

limited liability, the Shares of which are listed on the Main

Board of the Stock Exchange

''Core Connected Person(s)''

has the same meaning as defined under the Listing Rules

''Director(s)''

the director(s) of the Company

''Group''

the Company and its subsidiaries

''HK$''

Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong''

the Hong Kong Special Administrative Region of the

People's Republic of China

''Issuance Mandate''

a general and unconditional mandate proposed to be granted

to the Directors to allot, issue and deal with additional

Shares of not exceeding 20% of the total number of issued

Shares as at the date of passing of the proposed ordinary

resolution contained in item 6 of the notice of AGM

- 1 -

DEFINITIONS

''Latest Practicable Date''

23 April 2021, 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 as amended from time to time

''PRC''

the People's Republic of China (for the purpose of this

circular excluding Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan)

''Remuneration and Nomination

the Remuneration and Nomination Committee of the Board

Committee''

''Repurchase Mandate''

a general and unconditional mandate proposed to be granted

to the Directors to repurchase Shares on the Stock

Exchange of not exceeding 10% of the total number of

issued Shares as at the date of passing of the proposed

ordinary resolution contained in item 5 of the notice of

AGM

''SFO''

the Securities and Futures Ordinance, Chapter 571 of the

Laws of Hong Kong

''Share(s)''

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

''Share Option Scheme''

the share option scheme conditionally adopted by the

Company on 3 December 2013, under which eligible

participants may be granted a right to subscribe for Shares

under the discretion of the Board

''Shareholder(s)''

holder(s) of Share(s)

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''Strategy, Sustainability and

the Strategy, Sustainability and Risk Management

Risk Management

Committee of the Board

Committee''

''Takeovers Code''

The Code on Takeovers and Mergers approved by the

Securities and Futures Commission as amended from time

to time

''%''

per cent

  • For identification purpose only

- 2 -

LETTER FROM THE BOARD

China Conch Venture Holdings Limited

中 國 海 螺 創 業 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 586)

Executive Directors:

Registered office:

Mr. GUO Jingbin (Chairman)

Cricket Square

Mr. JI Qinying (Chief Executive Officer)

Hutchins Drive

Mr. LI Jian

P.O. Box 2681

Mr. LI Daming

Grand Cayman KY1-1111

Cayman Islands

Non-executive Director:

Mr. CHANG Zhangli

Head office in the PRC:

1011 Jiuhua South Road

Independent non-executive Directors:

Wuhu City

Mr. CHAN Chi On (alias Derek CHAN)

Anhui Province

Mr. CHAN Kai Wing

China

Mr. LAU Chi Wah, Alex

Principal place of business in

Hong Kong:

Suite 4018, 40/F Jardine House

1 Connaught Place

Central

Hong Kong

30 April 2021

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM to be held on 25 June 2021.

- 3 -

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

Disclaimer

China Conch Venture Holdings Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 11:03:09 UTC.


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