CHINA LESSO GROUP HOLDINGS LIMITED 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 LESSO GROUP HOLDINGS LIMITED中 國 聯 塑 集 團 控 股 有 限 公 司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2128) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND PROPOSED RE-ELECTION OF DIRECTORSA notice convening an annual general meeting of China Lesso Group Holdings Limited to be held at Nathan Room, M2 Floor, The Peninsula, Salisbury Road, Kowloon, Hong Kong at 10:30 a.m. on Friday, 19 May 2017, is set out on pages 12 to 16 of this circular. A form of proxy is also enclosed. 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 office of the Company's branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th 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 the holding of the meeting. Completion and return of the form of proxy will not prevent Shareholders from subsequently attending and voting at the annual general meeting if they so wish.
11 April 2017
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the BoardIntroduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . 4
Proposed Directors for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix - Explanatory Statement of Proposed Repurchase Mandate . . . . . . . 9 Notice of Annual General Meeting 12In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Annual General Meeting" the annual general meeting of the Company to be held
at Nathan Room, M2 Floor, The Peninsula, Salisbury Road, Kowloon, Hong Kong at 10:30 a.m. on Friday, 19 May 2017, the notice of which is set out on pages 12 to 16 of this circular, or any adjournment thereof
"Board" the board of Directors
"Code" the Hong Kong Code on Takeovers and Mergers
"Company" China Lesso Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Stock Exchange
"Declaration of Dividend" The declaration of a final dividend of HK15 cents per
Share for the year ended 31 December 2016
"Director(s)" the director(s) of the Company
"Existing Issue Mandate" a general mandate granted to the Directors at the
annual general meeting of the Company held on 13 May 2016 to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at 13 May 2016
"Existing Repurchase Mandate" a general mandate granted to the Directors at the
annual general meeting of the Company held on 13 May 2016 to repurchase Shares not exceeding 10% of the nominal value of share capital of the Company in issue as at 13 May 2016
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" or "HK" the Hong Kong Special Administrative Region of the
People's Republic of China
"Latest Practicable Date" 31 March 2017, being the latest practicable date for
ascertaining certain information referred to in this circular prior to the bulk-printing of this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"PRC" the People's Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Administrative Region of the PRC and Taiwan
"Proposed Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the aggregate nominal value of the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Repurchase Mandate
"Retiring Directors" Mr. Zuo Manlun, Ms. Zuo Xiaoping, Mr. Lai Zhiqiang,
Mr. Chen Guonan and Mr. Huang Guirong
"RMB" Renminbi, the lawful currency of the PRC
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Shareholder(s)" registered holder(s) of Shares
"Share(s)" ordinary share(s) of HK$0.05 each in the capital of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"US" the United States of America
"US$" US dollar, the lawful currency of US
"%" per cent.
* The English or Chinese translations in this circular, where indicated, denote for identification purposes only.
China Lesso Group Holdings Limited published this content on 11 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 April 2017 10:45:22 UTC.
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