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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in CK Hutchison Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the 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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1)
NOTICE OF ANNUAL GENERAL MEETING
PROPOSALS FOR
RE-ELECTION OF DIRECTORS
REMUNERATION OF DIRECTORS
AND
GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE SHARES
The notice convening the Annual General Meeting of CK Hutchison Holdings Limited to be held at the Grand Ballroom, 1st Floor, Harbour Grand Kowloon, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Thursday, 16 May 2019 at 12:00 noon (or, in the event that a black rainstorm warning signal or tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 9:00 a.m. on that day, at the same time and place on Tuesday, 21 May 2019) or any adjournment thereof at which the above proposals will be considered is set out on pages 8 to 11 of this circular. Irrespective of whether you are able to attend the meeting, please complete and return the proxy form to the Hong Kong Share Registrar of the Company, 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 no later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
Complimentary shuttle bus service to and from the meeting venue will be provided on 16 May 2019 to shareholders as follows: (i) departing Hankow Road (by YMCA), Tsimshatsui every 5 to 10 minutes between 10:30 a.m. and 11:20 a.m. for Harbour Grand Kowloon; and
(ii)departing Harbour Grand Kowloon between 1:00 p.m. and 2:30 p.m. for Hankow Road (by YMCA), Tsimshatsui. A shuttle bus guide and schedule to Harbour Grand Kowloon is available on the website of the Company at www.ckh.com.hk. Shareholders may also consider using other means of public transportation, including Mass Transit Railway (MTR) to Whampoa Station (Exit D2), ferries (North Point - Hung Hom) and buses.
In the event of any inconsistency, the English version of this circular shall prevail over the Chinese version.
10 April 2019
CONTENTS | |||
Pages | |||
Definitions . . | . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
Introduction . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
Remuneration of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
General Mandates to Issue New Shares and Repurchase Shares . . . . . . . . . . . . . . . | 6 | ||
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Appendix I | - | Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Appendix II | - | Details of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 12 |
Appendix III | - | Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 19 |
DEFINITIONS
In this circular, unless otherwise defined or the context otherwise requires, the following expressions shall have the following meanings:
"AGM" | the annual general meeting of the Company convened to |
be held on Thursday, 16 May 2019 at 12:00 noon at the | |
Grand Ballroom, 1st Floor, Harbour Grand Kowloon, | |
20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong (or, | |
in the event that a black rainstorm warning signal or | |
tropical cyclone warning signal no. 8 or above is in force | |
in Hong Kong at 9:00 a.m. on that day, at the same time | |
and place on Tuesday, 21 May 2019), notice of which is | |
set out on pages 8 to 11 of this circular, and any | |
adjournment thereof; | |
"Articles of Association" | the amended and restated memorandum and articles of |
association of the Company, as amended from time to | |
time; | |
"Board" | the board of Directors; |
"close associate(s)" | has the meaning ascribed to it under the Listing Rules; |
"Company" | CK Hutchison Holdings Limited, an exempted company |
incorporated in the Cayman Islands with limited liability | |
whose Shares are listed on the Main Board of the SEHK | |
(Stock Code: 1); | |
"core connected person(s)" | has the meaning ascribed to it 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; | |
"Issue Mandate" | the general mandate to issue, allot and dispose of |
additional Shares; | |
"Latest Practicable Date" | 3 April 2019, being the latest practicable date prior to the |
printing of this circular for ascertaining certain information | |
contained herein; | |
"Listing Rules" | the Rules Governing the Listing of Securities on the |
SEHK; | |
"Repurchase Mandate" | the general mandate to repurchase Shares; |
"SFO" | the Securities and Futures Ordinance (Cap. 571 of the |
Laws of Hong Kong) as amended, supplemented or | |
otherwise modified from time to time; |
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DEFINITIONS | |
"Share(s)" | ordinary share(s) of par value HK$1.00 each in the share |
capital of the Company; | |
"Shareholder(s)" | holder(s) of the Share(s); |
"SEHK" | The Stock Exchange of Hong Kong Limited; and |
"Takeovers Code" | the Code on Takeovers and Mergers. |
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LETTER FROM THE BOARD
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1)
Board of Directors: | Registered Office: |
Executive Directors | PO Box 309 |
LI Tzar Kuoi, Victor Chairman and Group Co-Managing Director | Ugland House |
FOK Kin Ning, Canning Group Co-Managing Director | Grand Cayman, KY1-1104 |
Frank John SIXT Group Finance Director and | Cayman Islands |
Deputy Managing Director | |
IP Tak Chuen, Edmond Deputy Managing Director | Principal Place of Business: |
KAM Hing Lam Deputy Managing Director | |
48th Floor | |
LAI Kai Ming, Dominic Deputy Managing Director | |
Cheung Kong Center | |
Edith SHIH | |
2 Queen's Road Central | |
Non-executive Directors | Hong Kong |
CHOW Kun Chee, Roland | |
CHOW WOO Mo Fong, Susan | |
LEE Yeh Kwong, Charles | |
LEUNG Siu Hon | |
George Colin MAGNUS | |
Independent Non-executive Directors | |
KWOK Tun-li, Stanley | |
CHENG Hoi Chuen, Vincent | |
Michael David KADOORIE | |
LEE Wai Mun, Rose | |
William Elkin MOCATTA Alternate Director to | |
Michael David Kadoorie | |
William SHURNIAK | |
WONG Chung Hin | |
WONG Yick-ming, Rosanna | |
Company Secretary: | |
Edith SHIH | |
10 April 2019 |
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CK Hutchison Holdings Limited published this content on 09 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 09 April 2019 09:22:03 UTC