CR CONSTRUCTION GROUP HOLDINGS 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 your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in CR Construction Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
CR Construction Group Holdings Limited
華 營 建 築 集 團 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1582)
PROPOSALS FOR
- RE-ELECTIONOF DIRECTORS
- RE-APPOINTMENTOF AUDITOR
- GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND
- DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the ''AGM'') of CR Construction Group Holdings Limited (the ''Company'') to be held at Room 201, 2/F Pico Tower, 64-66 Gloucester Road, Wan Chai, Hong Kong on Friday, 25 June 2021 at 2:00 p.m. is set out on pages 16 to 20 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.cr-construction.com.hk.
Whether or not you are able to attend the AGM, you are encouraged to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish, and in such event the form of proxy shall be deemed to be revoked.
14 April 2021
CONTENTS | ||
Pages | ||
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
Letter from the Board | ||
1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
2. | Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
3. | Proposed Re-appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
4. Proposed Grant of the Issue Mandate,
Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
5. | Proposed Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
6. | Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
7. | Actions to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
8. | Closure of the Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
9. | Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
10. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Appendix I - Details of Directors Proposed for Re-election . . . . . . . . . . . . . . . . . . . . . | 9 | |
Appendix II - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 13 | |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 16 |
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
''AGM''
''Articles of Association''
''Audit Committee'' ''Board'' ''Companies Law''
''Company''
''controlling shareholder(s)'' ''Director(s)'' ''Extension Mandate''
''Final Dividend''
''Group'' ''HK$'' ''Hong Kong''
DEFINITIONS | |
''Issue Mandate'' | a general and unconditional mandate proposed to be granted |
to the Directors at the AGM to exercise the power of the | |
Company to allot, issue and/or deal with Shares of not | |
exceeding 20% of the aggregate number of issued Shares as | |
at the date of passing of the relevant resolution granting the | |
Issue Mandate | |
''Latest Practicable Date'' | 7 April 2021, being the latest practicable date prior to the |
printing of this circular for the purpose of ascertaining | |
certain information for inclusion in this circular | |
''Listing Date'' | 16 October 2019, being the date on which the Shares |
became listed and from which dealings therein commenced | |
on the Stock Exchange | |
''Listing Rules'' | the Rules Governing the Listing of Securities on the Stock |
Exchange, as amended, supplemented or otherwise modified | |
from time to time | |
''Nomination Committee'' | the nomination committee of the Board |
''PRC'' | the People's Republic of China, and for the purpose of this |
circular only, excluding Hong Kong, the Macau Special | |
Administrative Region of the PRC and Taiwan | |
''Remuneration Committee'' | the remuneration committee of the Board |
''Repurchase Mandate'' | a general and unconditional mandate to be granted to the |
Director at the AGM to exercise the powers of the | |
Company to repurchase Shares of not exceeding 10% of the | |
aggregate number of the issued Shares as at the date of | |
passing of the relevant resolution granting the Repurchase | |
Mandate | |
''SFO'' | the Securities and Futures Ordinance, Chapter 571 of the |
Laws of Hong Kong, as amended from time to time | |
''Share(s)'' | ordinary share(s) of the Company with nominal value of |
HK$0.01 each in the share capital of the Company | |
''Shareholder(s)'' | holder(s) of the Share(s) of the Company |
''Stock Exchange'' | The Stock Exchange of Hong Kong Limited |
''substantial shareholder(s)'' | has the meaning ascribed to it under the Listing Rules |
- 2 -
DEFINITIONS | |
''Takeovers Code'' | the Codes on Takeovers and Mergers and Share Buy-backs |
issued by the Securities and Futures Commission in Hong | |
Kong, as amended from time to time | |
''%'' | per cent. |
- 3 -
LETTER FROM THE BOARD
CR Construction Group Holdings Limited
華 營 建 築 集 團 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1582)
Executive Directors:
Mr. Guan Manyu (Chairman)
Mr. Li Kar Yin
Ms. Chu Ping
Mr. Law Ming Kin
Mr. Chan Tak Yiu
Non-Executive Director:
Mr. Yang Haojiang
Independent Non-Executive Directors:
The Honourable Tse Wai Chun Paul JP
Mr. Li Ka Fai David
Mr. Ho Man Yiu Ivan
To the Shareholders
Dear Sirs
Registered office in Cayman Islands: Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Headquarters and principal place of business in Hong Kong:
Units 3-16, 32/F.
Standard Chartered Tower
Millennium City 1
388 Kwun Tong Road
Kwun Tong
Kowloon
Hong Kong
14 April 2021
PROPOSALS FOR
- RE-ELECTIONOF DIRECTORS
- RE-APPOINTMENTOF AUDITOR
- GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND
- DECLARATION OF FINAL DIVIDEND AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you notice of the AGM and the information relating to the proposals for (i) the re-election of Directors; (ii) the re-appointment of the auditor of the Company; (iii) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (iv) the declaration of the Final Dividend.
- 4 -
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
Pursuant to the Article 84(1) of the Articles of Association, Mr. Guan Manyu, Mr. Yang Haojiang and Mr. Li Ka Fai David will retire by rotation at the AGM and being eligible, shall offer themselves for re-election.
The re-election of retiring Directors has been reviewed by the Nomination Committee which recommended to the Board that the re-election be proposed for Shareholders' approval at the AGM. The nominations were made in accordance with the nomination policy of the Company and the objective criteria for the nominations including but not limited to, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service, with due regard for the benefits of diversity as set out under the Board diversity policy of the Company.
The Board has duly considered the composition of the members of the Board. In order to better achieve the objectives of the Board diversity policy, the Board has decided to propose the re-election of Mr. Li Ka Fai David as the independent non-executive Director of the Company at the AGM. The Board has confirmed Mr. Li Ka Fai David does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders, and does not hold any interests of the Company in any form. Accordingly, the Board has reasonable belief that he is independent in accordance with the terms of the independence guidelines set out in Rule 3.13 of the Listing Rules.
As at the Latest Practicable Date, Mr. Li Ka Fai David acted as director of eight listed companies. Nevertheless, Mr. Li Ka Fai David possesses rich experience in accounting. Since the listing of the Company, Mr. Li Ka Fai David has been acting as the independent non- executive Director and has good understanding of the background and the operations of the Company. In the past, Mr. Li Ka Fai David attended all the Board meetings and the relevant meetings of the Board committees. Accordingly, the Board believes that Mr. Li Ka Fai David can commit sufficient time to assume his director's duties.
The Company has adopted, and has complied with, a nomination policy for directorship. The Board has considered the qualifications, skills, knowledge, ability and experience of Mr. Li Ka Fai David and his time commitment and attention to perform his duties, as well as the current structure and composition of the Board. The Board is of the view that Mr. Li Ka Fai David has different cultural, educational and professional background and has abundant experiences in his areas of expertise. The Board also believes that Mr. Li Ka Fai David has brought, and will continue to bring, his valuable experiences, skills and perspectives to the Board with a view of contributing to the diversity of the Board.
In compliance with the requirements of code provision E.1.1 of the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 to the Listing Rules, a separate resolution will be proposed at the AGM for the re-election of each individual Director whether such Director is an executive Director, a non-executive Director or an independent non- executive Director.
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LETTER FROM THE BOARD
The particulars (as required under the Listing Rules) of the Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.
3. PROPOSED RE-APPOINTMENT OF AUDITOR
The Board proposes to re-appoint Ernst & Young as the auditor of the Company for the year ending 31 December 2021 and hold the office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed to authorise the Board to fix the auditor's remuneration for the ensuing year. Ernst & Young have indicated their willingness to be re-appointed as auditor of the Company for the said period.
4. PROPOSED GRANT OF THE ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE
To ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the Issue Mandate to issue Shares. At the AGM, an ordinary resolution will be proposed to give the Directors the Issue Mandate to exercise the power of the Company to allot, issue and/or deal with Shares of not exceeding 20% of the aggregate number of issued Shares as at the date of passing of the relevant resolution granting the Issue Mandate.
As at the Latest Practicable Date, a total of 500,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company after the Latest Practicable Date and prior to the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 100,000,000 Shares.
At the AGM, an ordinary resolution will also be proposed to give the Directors the Repurchase Mandate to exercise the powers of the Company to repurchase Shares of not exceeding 10% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate. Pursuant to the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote in favour of or against the resolution regarding the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix II to this circular.
In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the AGM providing that any Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the issued Shares as at the date of the grant of the Repurchase Mandate) will be added to the total number of Shares which may be allotted and issued under the Issue Mandate.
The Issue Mandate and the Repurchase Mandate would expire on the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of Company is required by the Companies
- 6 -
LETTER FROM THE BOARD
Law or any other applicable laws or the Articles of Association to be held; or (c) the revocation or variation by ordinary resolution(s) by the Shareholders in a general meeting prior to the next annual general meeting of the Company.
5. ANNUAL GENERAL MEETING
A notice convening the AGM is set out on pages 16 to 20 of this circular to consider the resolutions relating to, inter alia, (i) the proposed re-election of Directors; (ii) the proposed reappointment of the auditor; (iii) the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (iv) the proposed declaration of the Final Dividend.
6. PROPOSED DECLARATION OF FINAL DIVIDEND
As stated in the announcement issued by the Company dated 19 March 2021 relating to the annual results of the Group for the year ended 31 December 2020, the Board recommends the payment of the final dividend of HK2.75 cents per Share for the year ended 31 December 2020 to the Shareholders whose names appear on the Company's register of members at the close of business on Wednesday, 30 June 2021. The Final Dividend is subject to the Shareholders' approval at the AGM and a resolution will be put to the Shareholders for voting at the AGM. Subject to the Shareholders' approval at the AGM, the Final Dividend is expected to be paid on or before Friday, 30 July 2021.
7. ACTIONS TO BE TAKEN
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.cr-construction.com.hk. Whether or not you are able to attend the AGM, you are encouraged to complete the form of proxy and return it to the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting if you so wish, and in such event the form of proxy shall be deemed to be revoked.
8. CLOSURE OF THE REGISTER OF MEMBERS
To ascertain the Shareholders' entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 22 June 2021 to Friday, 25 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 21 June 2021.
The register of members of the Company will also be closed from Friday, 2 July 2021 to Monday, 5 July 2021, both days inclusive, in order to determine the entitlement of the Shareholders who are entitled to receive the final dividend, during which period no transfers of
- 7 -
LETTER FROM THE BOARD
Shares shall be effected. In order to qualify for the entitlement of final dividend, all transfer of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged for registration with Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Wednesday, 30 June 2021.
9. VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
10. RECOMMENDATION
The Directors believe that, (i) the proposed re-election of Directors; (ii) the proposed reappointment of the auditor of the Company; (iii) the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (iv) the proposed declaration of the Final Dividend are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.
Yours faithfully,
By order of the Board
CR Construction Group Holdings Limited
Guan Manyu
Chairman
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The particulars (as required under the Listing Rules) of the Directors proposed to be reelected at the AGM are set out as follows:
EXECUTIVE DIRECTOR
Mr. GUAN Manyu (''Mr. Guan''), aged 43, is the chairman of our Board and an executive Director. He was appointed as a director of our Company on 20 July 2017, and was further appointed and designated as an executive Director and the chairman of our Board on 5 September 2017. He is responsible for overall business development as well as financial and strategic planning of our Group. He is also chairman of the Nomination Committee.
Mr. Guan has approximately 21 years of experience in the construction industry. From August 1999 to August 2001, he worked for Zhejiang Construction Investment Group Co., Ltd. at which his last position was a foreman. In September 2001, he joined China Zhejiang Construction Group (H.K.) Limited as a project manager and was subsequently promoted to an assistant manager in March 2002, a deputy manager in March 2003 and a general manager in September 2007. Since April 2015, he has become the chairman of China Zhejiang Construction Group (H.K.) Limited. Mr. Guan joined our Group in January 2014 as a director of CR Construction Company Limited and has been concurrently serving as the chairman of CR Construction Company Limited since March 2015. He is a director of Mount Land Limited and CR Construction (Building) Company Limited. He is also the chairman and a director of China Zhejiang Construction Group (H.K.) Limited and a director of certain subsidiaries of Zhejiang Construction Investment Group Co., Ltd and China Zhejiang Construction Group (H.K.) Limited.
Mr. Guan obtained a bachelor of civil engineering in construction engineering from Zhejiang University in the PRC in June 1999 and a master of science in civil infrastructural engineering and management from the Hong Kong University of Science and technology in November 2005.
Mr. Guan was admitted as a 1st class registered constructor (一級註冊建造師) in specialty of construction engineering in Ministry of Housing and Urban-Rural Development of the People' Republic of China (中華人民共和國住房和城鄉建設部) (formerly known as Ministry of Construction of the People' Republic of China (中華人民共和國建設部) in November 2007 and a senior engineer (高級工程師) in specialty of construction engineering in Zhejiang Province Human Resources and Social Security Department (浙江省人力資源和社會 保障廳) in December 2009.
As at the Latest Practicable Date, Mr. Guan was interested in 1,000,000 Shares, representing approximately 0.20% of the total issued shares capital of the Company.
Mr. Guan entered into a service agreement with the Company for a term of three years commencing from 16 October 2019, which may be terminated by no less than three months' notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. For the year ended 31 December 2020, Mr. Guan received remuneration of approximately HK$785,000 (comprising (i) salaries, allowances and benefits
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
in kind of approximately HK$557,000 and (ii) performance bonus of approximately HK$228,000), which is determined by the Board with regard to his duties and responsibilities within the Group and the recommendation made by the Remuneration Committee.
Save as disclosed above, Mr. Guan (i) does not hold any other positions with the Group;
- has not held any other directorships in listed public companies in Hong Kong or overseas for the last three years; (iii) has not held other major appointments and professional qualifications; and (iv) does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company.
Save as disclosed above, as at the Latest Practicable Date, Mr. Guan is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his reelection as a Director and any other information in relation to Mr. Guan required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
NON-EXECUTIVE DIRECTOR
Mr. YANG Haojiang (''Mr. Yang''), aged 38, is a non-executive Director. He was appointed as a director of our Company on 20 July 2017, and was further appointed and designated as a non-executive Director on 5 September 2017. He is mainly responsible for providing strategic advice to our Group.
Mr. Yang has more than nine years of experience in the construction industry. In April 2010, he worked for Zhejiang Construction Investment Group Co., Ltd. as a research officer and was subsequently promoted to a senior project manager in January 2012 and an assistant manager in November 2014. Since September 2016, he has been serving as a deputy general manager in China Zhejiang Construction Group (H.K.) Limited.
Mr. Yang obtained a bachelor of information management and information system (信息 管理與信息系統) from Zhejiang Gongshang University in the PRC in July 2005 and a master of business administration from University of Bridgeport in the United States in December 2007.
As at the Latest Practicable Date, Mr. Yang was interested in 500,000 Shares, representing approximately 0.10% of the total issued shares capital of the Company.
Mr. Yang entered into an appointment letter with the Company for a term of three years commencing from 16 October 2019, which may be terminated by no less than three months' notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. For the year ended 31 December 2020, Mr. Yang received remuneration of approximately HK$300,000, which is determined by the Board with regard to his duties and responsibilities within the Group and the recommendation made by the Remuneration Committee.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Mr. Yang (i) does not hold any other positions with the Group;
- has not held any other directorships in listed public companies in Hong Kong or overseas for the last three years; (iii) has not held other major appointments and professional qualifications; and (iv) does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company.
Save as disclosed above, as at the Latest Practicable Date, Mr. Yang is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his reelection as a Director and any other information in relation to Mr. Yang required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. LI Ka Fai David (''Mr. Li''), aged 66, joined the Company as an independent non- executive Director on 17 September 2019. He is chairman of the Audit Committee, member of the Nomination Committee and chairman of the Remuneration Committee. Mr. Li is currently the senior advisor of SHINEWING (HK) CPA Limited. He is a fellow member of the Association of Chartered Certified Accountants, U.K.
Mr. Li is an independent non-executive director and chairman of the audit committee of Shanghai Industrial Urban Development Group Limited (stock code: 563) and Wai Yuen Tong Medicine Holdings Limited (stock code: 897). Mr. Li is also an independent non-executive director, chairman of the audit committee, member of the nomination committee and member of the remuneration committee of China-Hongkong Photo Products Holdings Limited (stock code: 1123), Cosmopolitan International Holdings Limited (stock code: 120), Goldlion Holdings Limited (stock code: 533), an independent non-executive director, member of the audit committee, member of the nomination committee and chairman of the remuneration committee of China Merchants Port Holdings Company Limited (stock code: 144), and an independent non-executive director, member of the audit committee and member of the remuneration committee of AVIC International Holding (HK) Limited (stock code: 232), all of such companies are being listed in Hong Kong.
Mr. Li entered into an appointment letter with the Company for a term of two years commencing from 16 October 2019, which may be terminated by no less than three months' notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. For the year ended 31 December 2020, Mr. Li received remuneration of approximately HK$300,000, which is determined by the Board with regard to his duties and responsibilities within the Group and the recommendation made by the Remuneration Committee.
Save as disclosed above, Mr. Li (i) does not hold any other positions with the Group; (ii) has not held any other directorships in listed public companies in Hong Kong or overseas for the last three years; (iii) has not held other major appointments and professional qualifications;
- does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company; and (v) does not have any interests in the securities of the Company required to be disclosed pursuant to Part XV of the SFO.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, as at the Latest Practicable Date, Mr. Li is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his reelection as a Director and any other information in relation to Mr. Li required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
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APPENDIX II | EXPLANATORY STATEMENT |
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision whether to vote in favour of or against the resolution to approve the grant of the Repurchase Mandate to the Directors.
SHARE CAPITAL
As at the Latest Practicable Date, the number of issued Shares was 500,000,000 Shares of nominal value of HK$0.01 each of which had been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 50,000,000 Shares which represent 10% of the issued Shares during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Law or any other applicable laws or the Articles of Association to be held; or (iii) the revocation or variation by ordinary resolution(s) by the Shareholders in a general meeting prior to the next annual general meeting of the Company.
REASONS FOR AND FUNDING OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorised by the Articles of Association and subject to the Companies Law, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles of Association and subject to the Companies Law, out of capital.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate was to be exercised in full, it would not have a material adverse impact on the working capital or on the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate
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APPENDIX II | EXPLANATORY STATEMENT |
to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
GENERAL
As at the Latest Practicable Date and, none of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules) had a present intention to sell any of the Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company had notified the Company that he/she/it had a present intention to sell any Shares, or had undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), 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 offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, our Directors are not aware of any consequence that would arise under the Takeovers Code as a result of a repurchase pursuant to the Repurchase Mandate.
SHARE REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.
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APPENDIX II | EXPLANATORY STATEMENT |
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the 12 calendar months immediately precedent the Latest Practicable Date were as follows:
Highest prices | Lowest prices | |
Month | per Share | per Share |
HK$ | HK$ | |
2020 | ||
April | 0.590 | 0.470 |
May | 0.540 | 0.465 |
June | 0.570 | 0.460 |
July | 0.580 | 0.450 |
August | 0.630 | 0.480 |
September | 0.570 | 0.500 |
October | 0.580 | 0.510 |
November | 0.660 | 0.500 |
December | 0.570 | 0.520 |
2021 | ||
January | 0.630 | 0.530 |
February | 0.620 | 0.550 |
March | 0.660 | 0.550 |
April (up to the Latest Practicable Date) | 0.580 | 0.570 |
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NOTICE OF ANNUAL GENERAL MEETING
CR Construction Group Holdings Limited
華 營 建 築 集 團 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1582)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of CR Construction Group Holdings Limited (the ''Company'') will be held at Room 201, 2/F Pico Tower, 64-66 Gloucester Road, Wan Chai, Hong Kong on Friday, 25 June 2021 at 2:00 p.m. for the following purposes. Unless the context otherwise requires, terms used in this announcement shall have the same meaning as those defined in the circular of the Company dated 14 April 2021 (the ''Circular'').
ORDINARY RESOLUTIONS
- To receive and consider the audited consolidated financial statements of the Company and its subsidiary for the year ended 31 December 2020, the report of the directors and the independent auditor's report of the Company for the year ended 31 December 2020.
- (a) To consider and approach, each as a separate resolution, the following resolutions in relation to the re-election of the directors of the Company (the
''Directors''):- to re-elect Mr. Guan Manyu as an executive Director;
- to re-elect Mr. Yang Haojiang as a non-executive Director; and
- to re-elect Mr. Li Ka Fai David as an independent non-executive Director.
- To authorise the board (the ''Board'') to fix the Directors' remuneration.
- To re-appoint Ernst & Young as the auditor of the Company and to authorise the Board to fix their remuneration.
- To approve the recommended final dividend of HK2.75 cents per Share for the year ended 31 December 2020.
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NOTICE OF ANNUAL GENERAL MEETING
5. To consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:
- ''THAT:
- subject to paragraph (iii) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue or otherwise deal with additional shares of HK$0.01 each in the capital of the Company (the ''Shares'') and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
- the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period;
- the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (i) above, otherwise than pursuant to
- a Rights Issue (as defined below); or
- the exercise of any options granted under any share option scheme of the Company adopted from time to time in accordance with the Listing Rules; or
- any scrip dividend or similar arrangement providing for the allotment and issue of shares 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 (the ''Articles of Association'') in force from time to time; or
- any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares,
shall not in total exceed 20% of the aggregate number of issued Shares as at the date of passing this resolution; and the approval in paragraph (i) shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
-
for the purposes of this resolution:
''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest 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, the Companies Law or any other applicable law of the Cayman Islands to be held; and
- the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares in the Company open for a period fixed by the Directors to holders of Shares on the Company's register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any jurisdiction applicable to the Company).''
- ''THAT:
- subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Listing Rules, the Companies Law of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
- the aggregate number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (i) shall not exceed 10% of the aggregate number of issued Shares as at the date of the passing of this resolution (subject to adjustment in the case of subdivision or consolidation of Shares), and the authority pursuant to paragraph (i) of this resolution shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
- subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and
- of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
- for the purposes of this resolution, ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest 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, the Companies Law or any other applicable law of the Cayman Islands to be held; and
- the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.''
- ''THAT conditional on the passing of resolutions no. 5(A) and 5(B), the general mandate granted to the Directors pursuant to resolution no. 5(A) be and it is hereby extended by the addition to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of Shares repurchased by the Company pursuant to or in accordance with the authority granted under resolution no. 5(B), provided that such extended number shall not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution (such aggregate number to be subject to adjustment in the case of subdivision or consolidation of Shares).''
By Order of the Board
CR Construction Group Holdings Limited
Guan Manyu
Chairman
Hong Kong, 14 April 2021
Notes:
1. A member of the Company entitled to attend and vote at the AGM shall be entitled to appoint one or more proxies (if he is a holder of two or more shares of the Company) to attend and vote in his stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the AGM and voting in person should he so wish. In such event, his form of proxy will be deemed to have been revoked.
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NOTICE OF ANNUAL GENERAL MEETING
- Where there are joint registered holders of any share of the Company, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at the AGM 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 standalone be entitled to vote in respect thereof.
- A form of proxy for the AGM is enclosed. 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 notarially certified copy of such power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time for holding the AGM or any adjourned meeting thereof.
- To ascertain the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 22 June 2021 to Friday, 25 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 21 June 2021.
- To ascertain entitlement to the proposed final dividend, the register of members of the Company will also be closed from Friday, 2 July 2021 to Monday, 5 July 2021, both days inclusive, in order to determine the entitlement of the Shareholders who are entitled to receive the final dividend, during which period no transfers of Shares shall be effected. In order to qualify for the entitlement of final dividend, all transfer of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged for registration with Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Wednesday, 30 June 2021.
- Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
- With regard to resolution no. 2 above, the particulars (as required under the Listing Rules) of the Directors who are proposed to be re-elected are set out in Appendix I to the Circular.
- In respect of the resolution no. 5(A) above, the Directors wish to state that they have no immediate plans to issue any new Shares referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
- In respect of resolution no. 5(B) above, the Directors wish to state that they will exercise the powers conferred by the Repurchase Mandate in circumstances which they deem appropriate and for the benefits of Shareholders. The explanatory statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the Circular.
- As at the date of this notice, the Company has five executive directors, namely Mr. Guan Manyu, Mr. Li Kar Yin, Ms. Chu Ping, Mr. Law Ming Kin and Mr. Chan Tak Yiu; one non-executive director, namely Mr. Yang Haojiang; and three independent non-executive directors, namely The Honourable Tse Wai Chun Paul JP, Mr. Li Ka Fai David and Mr. Ho Man Yiu Ivan.
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Disclaimer
CR Construction Group Holdings Ltd. published this content on 08 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2021 09:15:07 UTC.
