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 Crystal International Group Limited, 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.

*

(Incorporated in Bermuda with limited liability and registered by way of continuation in the Cayman Islands)

(Stock code: 2232)

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

SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Crystal International Group Limited to be held at 5/F., AXA Tower, Landmark East, No.100 How Ming Street, Kowloon, Hong Kong on Wednesday, 15 June 2022 at 11:00 a.m. is set out on pages 20 to 25 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.crystalgroup.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar 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 the Annual General Meeting (i.e. not later than 11:00 a.m. on Monday, 13 June 2022) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

* For identification purposes only

#

References to time and dates in this circular are to Hong Kong time and dates

22 April 2022

CONTENTS

Definitions .....................................................................

Letter from the Board

Page

1

1.

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

3

2.

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

4

3.

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

4

4.

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

5

5.

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

5

6.

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

6

7.

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

6

Appendix I

- Details of the Retiring Directors Proposed to be

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

7

17

20

Appendix II

-

Explanatory Statement on the Share Buy-back Mandate ...........

Notice of Annual General Meeting ................................................

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

''Annual General Meeting''

the annual general meeting of the Company to be held at 5/F., AXA Tower, Landmark East, No. 100 How Ming Street, Kowloon, Hong Kong on Wednesday, 15 June 2022 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 20 to 25 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

''Company''

Crystal International Group Limited, a company incorporated in Bermuda with limited liability and registered by way of continuation in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

''Director(s)''

the director(s) of the Company

''Government''

The Government of the Hong Kong Special Administrative Region of the People's Republic of China

''Group'' or ''our''

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 mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares not exceeding 20% of the total number of issued shares of the Company at the date of the passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 20 to 25 of this circular

''Latest Practicable Date''

6 April 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular as amended from time to time

''Listing Rules''

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

''SFO''

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time

''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 Buy-back Mandate''

a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued shares of the Company at the date of the passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 20 to 25 of this circular

''Shareholder(s)''

holder(s) of Share(s)

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''Takeovers Code''

The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended, supplemented or otherwise modified from time to time

LETTER FROM THE BOARD

*

(Incorporated in Bermuda with limited liability and registered by way of continuation in the Cayman Islands)

(Stock code: 2232)

Executive Directors:

Registered Office:

Mr. LO Lok Fung Kenneth (Chairman)

Ugland House

Mrs. LO CHOY Yuk Ching Yvonne (Vice Chairman)

P.O. Box 309

Mr. LO Ching Leung Andrew (Chief Executive Officer)

Grand Cayman, KY1-1104

Mr. WONG Chi Fai

Cayman Islands

Mr. WONG Sing Wah

Mr. LO Howard Ching Ho

Headquarters and Principal Place of

Business in Hong Kong:

Non-executive Director:

5-7/F., AXA Tower

Mr. LEE Kean Phi Mark

Landmark East

No. 100 How Ming Street

Independent Non-executive Directors:

Kowloon, Hong Kong

Mr. GRIFFITHS Anthony Nigel Clifton

Mr. CHANG George Ka Ki

Mr. MAK Wing Sum Alvin

Mr. WONG Siu Kee

22 April 2022

To the Shareholders

Dear Sir/Madam,

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

SHARES AND TO ISSUE SHARES

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 Annual General Meeting to be held on Wednesday, 15 June 2022.

* For identification purposes only

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Crystal International Group Ltd. published this content on 13 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2022 11:04:02 UTC.