EXCELLENCE COMMERCIAL PROPERTY & FACILITIES MANAGEMENT GROUP 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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Excellence Commercial Property & Facilities Management Group Limited, you should at once hand this circular and the accompanying 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
EXCELLENCE COMMERCIAL PROPERTY & FACILITIES MANAGEMENT GROUP LIMITED
卓越商 企服務集團 有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6989)
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES
AND TO BUY BACK SHARES,
RE-ELECTION OF DIRECTORS,
DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
Unless the context otherwise requires, capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.
A notice convening the AGM of Excellence Commercial Property & Facilities Management Group Limited to be held at 10 a.m. on Wednesday, 16 June 2021 at Greater Bay Area Room, 38A Floor, Tower 4, Excellence Century Center, Fuhua Third Road, Futian District, Shenzhen, GuangDong Province, PRC set out on pages 15 to 18 of this circular.
Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch 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 and in any event not less than 48 hours before the time of the meeting (i.e. not later 10 a.m. on Monday, 14 June 2021) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
ARRANGEMENTS FOR THE AGM IN LIGHT OF COVID-19
To safeguard the health and safety of the Shareholders, the Company will implement the following precautionary measures at the AGM to prevent the spreading of the COVID-19:
- Compulsory body temperature checks will be conducted for every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue and be requested to leave the AGM venue;
- Every attendee will be required to wear surgical facial mask throughout the AGM and maintain a safe distance between seats. Please note that no masks will be provided at the AGM venue and attendees should wear their own masks; and
- The Company will not provide refreshments and will not distribute corporate gifts.
Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. In light of the continuing risks posed by the COVID-19, the Company encourages the Shareholders to consider appointing the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.
23 April 2021
CONTENTS | |||
Page | |||
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii | ||
Definitions . . . | . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
Introduction . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Arrangements for the AGM in light of COVID-19 . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
General . . | . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
Miscellaneous . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
Appendix I | - | Explanatory Statement on Buy-back Mandate . . . . . . . . . . . | 8 |
Appendix II | - | Details of the Directors proposed for re-election . . . . . . . . . | 11 |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15 |
- i -
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM" | the annual general meeting of the Company to be |
convened and held at 10 a.m. on Wednesday, 16 June | |
2021 at Greater Bay Area Room, 38A Floor, Tower 4, | |
Excellence Century Center, Fuhua Third Road, Futian | |
District, Shenzhen, GuangDong Province, PRC, notice of | |
which is set out on pages 15 to 18 of this circular and any | |
adjournment thereof | |
"Articles" | the articles of association of the Company |
"Associates" | has the meaning as defined under the Listing Rules |
"Board" | the board of Directors |
"Buy-back Mandate" | a general unconditional mandate proposed to be granted |
to the Directors at the AGM to buy back such number of | |
issued and fully paid Shares of up to 10% of the total | |
number of Shares in issue as at the date of passing of the | |
relevant resolution granting such mandate | |
"Companies Law" | the Companies Law, Cap.22 (Law 3 of 1961, as revised) |
of the Cayman Islands, as amended, consolidated or | |
otherwise modified from time to time | |
"Company" | Excellence Commercial Property & Facilities |
Management Group Limited, an exempted company | |
incorporated in the Cayman Islands with limited liability | |
on 13 January 2020, the shares of which are listed on the | |
Main Board of the Stock Exchange (Stock Code: 6989) | |
"Director(s)" | director(s) of the Company |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Issuing Mandate" | a general unconditional mandate proposed to be granted |
to the Directors at the AGM to allot, issue and deal with | |
Shares of up to 20% of the total number of Shares in issue | |
as at the date of passing of the relevant resolution | |
granting such mandate and adding thereto any Shares | |
representing the aggregate number of Shares bought-back | |
by the Company pursuant to the authority granted under | |
the Buy-back Mandate |
- 1 -
DEFINITIONS | |
"Latest Practicable Date" | 19 April 2021, being the latest practicable date prior to |
the printing of this circular for ascertaining certain | |
information contained herein | |
"Listing Date" | 19 October 2020, being the date of listing of the Shares |
on the Stock Exchange | |
"Listing Rules" | the Rules Governing the Listing of Securities on The |
Stock Exchange of Hong Kong Limited | |
"PRC" | the People's Republic of China, for the purpose of this |
circular, shall exclude Hong Kong, the Macau Special | |
Administrative Region of the PRC and Taiwan | |
"Prospectus" | prospectus of the Company dated 7 October 2020 |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | Securities and Futures Ordinance (Chapter 571, Laws of |
Hong Kong), as amended, supplemented or otherwise | |
modified from time to time | |
"Share(s)" | ordinary share(s) of HK$0.01 each in the share capital of |
the Company | |
"Shareholder(s)" | holder(s) of the Shares |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | the Codes on Takeovers and Mergers and Share Buy- |
backs, as amended, supplemented or otherwise modified | |
from time to time | |
"HK$" and "cents" | Hong Kong dollars and cents, the lawful currency of |
Hong Kong | |
"%" | per cent. |
- 2 -
LETTER FROM THE BOARD
EXCELLENCE COMMERCIAL PROPERTY & FACILITIES MANAGEMENT GROUP LIMITED
卓越商 企服務集團 有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6989)
Executive Directors | Registered office |
Mr. Li Xiaoping (Chairman) | Cricket Square |
Ms. Guo Ying | Hutchins Drive |
P.O. Box 2681 | |
Non-Executive Directors | Grand Cayman |
Mr. Wang Dou | KY1-1111 |
Mr. Wang Yinhu | Cayman Islands |
Independent Non-executive Directors | Principal place of business in Hong Kong |
Mr. Huang Mingxiang | 40th Floor, Dah Sing Financial Centre |
Mr. Kam Chi Sing | No. 248 Queen's Road East |
Ms. Liu Xiaolan | Wanchai, Hong Kong |
23 April 2021 | |
To Shareholder(s) | |
Dear Sir or Madam, |
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES
AND TO BUY BACK SHARES,
RE-ELECTION OF DIRECTORS,
DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the granting to the Directors the Issuing Mandate and the Buy-back Mandate; (ii) the re-election of Directors; and (iii) the declaration of final dividend.
- 3 -
LETTER FROM THE BOARD
GENERAL MANDATES
By written resolutions passed by the Shareholders on 28 September 2020, the Directors were granted general mandates to allot, issue and deal with Shares and to buy back Shares. Such general mandates will expire at the conclusion of the AGM.
At the AGM, separate ordinary resolutions will be proposed to grant to the Directors:
- a general mandate to allot, issue and deal with Shares not exceeding 20% of the total Shares of the Company in issue as at the date of passing such resolution;
- a general mandate to buy back issued Shares not exceeding 10% of the total Shares of the Company in issue as at the date of passing such resolution; and
- to extend the number of Shares to be issued and allotted under the Issue Mandate by an additional number representing such number of Shares bought back under the Buy-back Mandate.
As at the Latest Practicable Date, the Company had 1,222,490,000 Shares in issue. Subject to the passing of the proposed ordinary resolutions for the approval of the Issuing Mandate and the Buy-back Mandate and assuming no further Shares are issued or bought back or cancelled prior to the AGM, the Company will be allowed to issue a maximum of 244,498,000 Shares and to buy back a maximum of 122,249,000 Shares.
The Issuing Mandate and Buy-back Mandate will end on the earliest of the date of the next annual general meeting of the Company, or the date by which the next annual general meeting of the Company is required to be held by the Articles of Association, or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.
In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution approving the grant of the Buy-back Mandate at the AGM.
RE-ELECTION OF DIRECTORS
In accordance with Article 84(1) of the Articles, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. Li Xiaoping, Ms. Guo Ying and Mr. Wang Dou will retire by rotation at the AGM and, being eligible, offer themselves for re-election.
Details of the above-mentioned Directors proposed for re-election are set out in Appendix II to this circular.
- 4 -
LETTER FROM THE BOARD
DECLARATION OF FINAL DIVIDEND
The Board has recommended the declaration and the payment of a final dividend of HK9.51 cents per Share (the "Final Dividend") for the year ended 31 December 2020 out of the share premium account of the Company to the Shareholders whose names appear on the register of members of the Company on 25 June 2021. The Final Dividend is subject to the approval of the Shareholders as an ordinary resolution at the AGM and compliance with the Companies Law. If such ordinary resolution is passed at the AGM, the Final Divided will be paid in HK$ on or about 12 July 2021. The actual amount in HK$ will be based on the average benchmark rate between RMB and HK$ published by the People's Bank of China five business days prior to the date of the AGM.
Under Section 34(2) of the Companies Law, the share premium account may be applied by a company in paying dividends to members provided that no dividend may be paid to members out of the share premium account unless, immediately following the date on which the dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business (the "solvency test"). The Board confirms that with respect to the Final Dividend, the Company meets the solvency test as laid down under the Companies Law and shall be able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the Final Dividend is proposed to be paid.
ANNUAL GENERAL MEETING
Set out on pages 15 to 18 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of the Issuing Mandate, the Buy-back Mandate, the re-election of Directors and the declaration of Final Dividend.
A form of proxy for use at the AGM is enclosed herewith. If you are not able to attend and/or vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company's branch 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 and in any event not less than 48 hours before the time of the AGM (i.e. not later than 10 a.m. on Monday, 14 June 2021) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll.
- 5 -
LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the identity of the Shareholders entitled to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 10 June 2021 to Wednesday, 16 June 2021 both dates inclusive, during which period no transfer of Shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 9 June 2021.
For the purpose of determining the Shareholders' entitlement to the Final Dividend, the register of members of the Company will be closed from Wednesday, 23 June 2021 to Friday, 25 June 2021, both dates inclusive, during which period no transfer of Shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 22 June 2021.
RECOMMENDATION
The Board considers that the ordinary resolutions in relation to the granting of the Issuing Mandate, the Buy-back Mandate, the re-election of Directors and the declaration of Final Dividend to be proposed at the AGM are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the AGM.
ARRANGEMENTS FOR THE AGM IN LIGHT OF COVID-19
To safeguard the health and safety of the Shareholders, the Company will implement the following precautionary measures at the AGM to prevent the spreading of the COVID-19:
- Compulsory body temperature checks will be conducted for every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue and be requested to leave the AGM venue;
- Every attendee will be required to wear surgical facial mask throughout the AGM and maintain a safe distance between seats. Please note that no masks will be provided at the AGM venue and attendees should wear their own masks; and
- The Company will not provide refreshments and will not distribute corporate gifts.
Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. In light of the continuing risks posed by the COVID-19, the Company encourages the Shareholders to consider appointing the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.
- 6 -
LETTER FROM THE BOARD
GENERAL
Your attention is also drawn to the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By order of the Board
Excellence Commercial Property &
Facilities Management Group Limited
Li Xiaoping
Chairman
- 7 -
APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Buy-back Mandate.
1. LISTING RULES RELATING TO THE BUY-BACK OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy back their Shares on the Stock Exchange subject to certain restrictions.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,222,490,000 Shares. Subject to the passing of the ordinary resolution for the Buy-back Mandate and on the basis that no further new Shares are issued or bought back up to the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 122,249,000 Shares, representing 10% of the total issued Shares as at the date of the passing of the ordinary resolution for the Buy-back Mandate.
3. REASONS FOR BUY-BACK
The Directors believe that the Buy-back Mandate is in the best interests of the Company and the Shareholders. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.
4. FUNDING OF BUY-BACK OF SHARES
Any buy-back of the Shares would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the Articles and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles and subject to the provisions of the Companies Law, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorized by the Articles and subject to the provisions of the Companies Law, out of capital.
- 8 -
APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE
5. GENERAL
There might be a material adverse impact on the working capital or gearing position as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2020 in the event that the Buy-back Mandate were to be carried out in full at any time during the proposed buy-back period.
However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
6. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during the period from the Listing Date up to the Latest Practicable Date were as follows:
Shares | ||
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
October (since the Listing Date) | 12.04 | 10.12 |
November | 11.36 | 9.65 |
December | 10.26 | 8.60 |
2021 | ||
January | 10.84 | 8.82 |
February | 10.32 | 9.18 |
March | 10.48 | 8.21 |
April (up to and including the Latest Practicable Date) | 10.10 | 9.06 |
7. UNDERTAKING
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Buy-back Mandate if the same 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 Buy-back Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Cayman Islands.
- 9 -
APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE
8. CORE CONNECTED PERSON
No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Buy-back Mandate is approved by the Shareholders.
9. TAKEOVERS CODE AND MINIMUM PUBLIC SHAREHOLDING
If on exercise of the powers of buy-back pursuant to the Buy-back 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. As a result, a Shareholder (within the meaning under the Takeovers Code), 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, Mr. Li Wa is interested in approximately 58.89% of the issued share capital of the Company through investment holding companies controlled by him. Based on such shareholdings and assuming that there is no change in the number of the issued Shares after the Latest Practicable Date, in the event that the Directors will exercise in full the Buy-back Mandate if so approved at the AGM, the interest in the Company of Mr. Li Wa would be increased to approximately 65.43% of the issued Shares and such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
The Listing Rules prohibit a company from conducting a repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
10. SHARE BUY-BACK MADE BY THE COMPANY
The Company has not bought back any of the Shares (whether on the Stock Exchange or otherwise) during the period from the Listing Date and up to the Latest Practicable Date.
- 10 -
APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed for re-election.
1. Mr. Li Xiaoping
Mr. Li Xiaoping (李曉平), aged 63, was appointed as our executive Director and the chairman of our Board on 22 May 2020. He joined our Group in October 1999 as the chairman of the board of Shenzhen Excellence Property Management Co., Ltd. (深圳市卓越物業管理有 限責任公司) ("Excellence Property Management") and has since then been responsible for its overall strategic planning and major business decisions. Mr. Li has also been serving as a vice chairman of the board and the president of Excellence Real Estate Group Co., Ltd. (卓越置業 集團有限公司) ("Excellence Real Estate") since June 1996 where he has been primarily responsible for assisting the chairman with its overall strategic development and major business decisions.
Prior to joining our Group, from September 1993 to May 1996, Mr. Li served as the general manager of Shenzhen Yonggao Industrial Limited (深圳永高實業有限公司) ("Shenzhen Yonggao"), a company principally engaged in real estate investment, where he was primarily responsible for its overall management and operations.
Mr. Li was recognized as the "Social Contributor of the Year" (年度社會貢獻人物大獎) by the Organizing Committee of Boao 21st Century Real Estate Forum (博鼇21世紀房地產論 壇組委會) in June 2009, the "Most Innovative Person in China's Real Estate Industry" (中國 最具創新力地產人物) by Boao Real Estate Forum (博鼇房地產論壇) in August 2015 and the "Top 30 CEO in China Real Estate Industry for the Year of 2018" (2018中國地產年度CEO30 強) at the 2018 China Real Estate New Era Grand Ceremony (2018年中國地產新時代盛典) in December 2018.
Mr. Li obtained his bachelor's degree in applied mathematics from University of Electronic Science and Technology of China (電子科技大學) (formerly known as Chengdu Institute of Telecommunications Engineering (成都電訊工程學院)) in the PRC in January 1982, and his master's degree in applied mathematics from Xidian University (西安電子科技 大學) (formerly known as Northwest Institute of Telecommunications Engineering (西北電訊 工程學院)) in the PRC in January 1988.
Mr. Li Xiaoping is the elder brother of Mr. Li Wa, the controlling shareholder of the Company.
Save as disclosed above, Mr. Li does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other directorships in other listed public companies in the last three years.
As at the Latest Practicable Date, Mr. Li held 134,100,000 Shares, representing approximately 10.97% of the issued share capital of the Company, within the meaning of Part XV of the SFO which includes 16,200,000 options to subscribe for the Shares and interests of spouse of 117,900,000 Shares.
- 11 -
APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Li has entered into a service agreement with the Company for a term of three years, with effect from 22 May 2020, which may be terminated by not less than 3 months' notice in writing served by either party on the other and is subject to termination provisions therein and provisions on retirement by rotation of Directors as set out in the Articles. Under the service agreement, no director's fee is entitled to Mr. Li.
2. Ms. Guo Ying
Ms. Guo Ying (郭瑩), aged 53, was appointed as our executive Director on 22 May 2020 and is primarily responsible for implementing the strategies and daily operations of our Group. Ms. Guo joined our Group in October 2000 as a deputy project manager and successively served as the general manager of quality management department, assistant to deputy general manager and deputy general manager. She was promoted to the general manager of Excellence Property Management in August 2013 and has been responsible for project management and its daily operations since then. Ms. Guo currently holds directorships in our various subsidiaries.
Prior to joining our Group, from April 1998 to May 2000, Ms. Guo worked at Shenzhen Kangwei Home Kitchen Co., Ltd. (深圳市康威家庭廚櫃有限公司), a company principally engaged in the sales of construction materials and kitchenware. From October 1993 to December 1994, Ms. Guo worked at Shenzhen Yashi Clothing Co., Ltd. (深圳雅仕衣帽有限公 司), a company principally engaged in the manufacturing and sales of clothes.
In January 2014, Ms. Guo was awarded as an "Outstanding General Manager for the Year of 2014" (2014年度聯盟卓越總經理) by Golden Key International Alliance (金鑰匙國際聯盟). Ms. Guo was admitted as a candidate for the "Top 10 CEOs in Property Industry for the Year of 2018" (2018年中國十大物業年度CEO) jointly organized by Leju Finance (樂居財經), Sina Finance (新浪財經), China Entrepreneur (中國企業家), Fangchan.com (中房網) and E-House Shihui (易居實惠 ) in November 2018, and recognized as an "Outstanding Property Manager for the Year of 2019" (2019年度優秀物業經理人) by EH Consulting (億翰智庫) in December 2019.
Ms. Guo obtained her bachelor's degree in textile design from Xi'an Polytechnic University (西安工程大學) (formerly known as Northwestern Institute of Textile Technology (西北紡織工學院)) in the PRC in July 1990, and completed the advanced training courses in equipment management provided by the school of economy and management of Tongji University (同濟大學) in the PRC in August 2016.
Save as disclosed above, Ms. Guo does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other directorships in other listed public companies in the last three years.
As at the Latest Practicable Date, Ms. Guo held 1,200,000 options to subscribe for the Shares, representing approximately 0.10% of the issued share capital of the Company, within the meaning of Part XV of the SFO.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Ms. Guo has entered into a service agreement with the Company for a term of three years, with effect from 22 May 2020, which may be terminated by not less than 3 months' notice in writing served by either party on the other and is subject to termination provisions therein and provisions on retirement by rotation of Directors as set out in the Articles. Under the service agreement, no director's fee is entitled to Ms. Guo.
3. Mr. Wang Dou
Mr. Wang Dou (王斗), aged 53, was appointed as our non-executive Director on 22 May
2020 and is primarily responsible for providing guidance for the overall development of our Group.
Mr. Wang joined Excellence Real Estate in June 1996 as a vice president and director and has since then been primarily responsible for its accounting and financing management. Prior to joining Excellence Real Estate, from September 1993 to May 1996, Mr. Wang served as an accounting manager at Shenzhen Yonggao where he was primarily responsible for its financial accounting, financial analysis and capital operations. From July 1990 to August 1993, Mr. Wang worked at the First Pharmaceutical Factory of Chinese PLA Chengdu Command (成都 軍區製藥一廠 ) and China Vanke Enterprise Limited Company (萬科企業股份有限公司) (formerly known as Shenzhen Vanke Enterprise Limited Company (深圳萬科企業股份有限公 司)).
Mr. Wang obtained his bachelor's degree in economics from Southwestern University of Finance and Economics (西南財經大學) in the PRC in July 1990.
Save as disclosed above, Mr. Wang does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other directorships in other listed public companies in the last three years. As at the Latest Practicable Date, he did not have any interest in the Shares within the meaning of Part XV of the SFO.
Mr. Wang has entered into a letter of appointment with the Company for a term of three years, with effect from 22 May 2020, which may be terminated by not less than 3 months' notice in writing served by either party on the other and is subject to termination provisions therein and provisions on retirement by rotation of Directors as set out in the Articles. Under the letter of appointment, Mr. Wang is entitled to a director's fee of RMB200,000 per annum.
General
None of the Directors to be re-elected has a service contract with the Company or any of its subsidiaries which is not determinable by the employing company within one year without payment of compensation (other than statutory compensation).
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed in this circular, each of the Directors to be re-elected (i) had no other relationship with any Directors or members of the senior management or substantial or controlling shareholder of the Company as of the Latest Practicable Date; and (ii) did not hold any other directorship in listed companies in the three years prior to the Latest Practicable Date or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Save as disclosed in this circular, none of the Directors to be re-elected have any interests or short positions in the Shares or underlying shares of the Company which are discloseable under Part XV of the SFO.
Save as disclosed above, there is no other information relating to the Directors to be reelected that should be disclosed under Rule 13.51(2) of the Listing Rules nor any other matter that needs to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
EXCELLENCE COMMERCIAL PROPERTY & FACILITIES MANAGEMENT GROUP LIMITED
卓越商 企服務集團 有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6989)
NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "AGM") of Excellence Commercial Property & Facilities Management Group Limited (the "Company") will be convened and held at 10 a.m. on Wednesday, 16 June 2021 at Greater Bay Area Room, 38A Floor, Tower 4, Excellence Century Center, Fuhua Third Road, Futian District, Shenzhen, GuangDong Province, PRC for the following purposes:
- To receive and adopt the audited financial statements and the reports of the directors of the Company (the "Directors") and auditor for the year ended 31 December 2020.
- To consider, approve and declare a final dividend of HK9.51 cents per share for the financial year ended 31 December 2020.
- (i) To re-elect Mr. Li Xiaoping as an executive Director.
- To re-elect Ms. Guo Ying as an executive Director.
- To re-elect Mr. Wang Dou as a non-executive Director.
- To authorize the board (the "Board") of Directors to fix the remuneration of the Directors.
- To re-appoint KPMG as auditor of the Company and to authorize the Board to fix its remuneration.
- "THAT:
- subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company (the "Shares"), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
- the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
- the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company; shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
- for the purpose of this resolution, "Relevant Period" means the period from 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 of the Company or any applicable law of the Cayman Islands to be held; or
- the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the directors of the Company 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT:
- subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back the 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 this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
- the aggregate number of Shares to be bought-back by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
- for the purpose of this resolution, "Relevant Period" means the period from 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 of the Company or any applicable law of the Cayman Islands to be held; or
- the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
- "THAT conditional upon resolutions numbered 5 and 6 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 5 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares bought-back by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution."
By order of the Board
Excellence Commercial Property &
Facilities Management Group Limited
Li Xiaoping
Chairman
Hong Kong, 23 April 2021
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
For the purpose of determining the identity of the shareholders of the Company entitled to attend and vote at the meeting, the register of members of the Company will be closed from Thursday, 10 June 2021 to Wednesday, 16 June 2021 both dates inclusive, during which period no transfer of Shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 9 June 2021.
For the purpose of determining the shareholders' entitlement to the proposed final dividend, the register of members of the Company will be closed from Wednesday, 23 June 2021 to Friday, 25 June 2021, both dates inclusive, during which period no transfer of Shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 22 June 2021. - A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
- In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.
- In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (i.e. not later than 10 a.m. on Monday, 14 June 2021).
- With respect to resolution numbered 3 of this notice, Mr. Li Xiaoping, Ms. Guo Ying and Mr. Wang Dou shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Listing Rules are set out in Appendix II to the circular of the Company dated 23 April 2021.
- Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.
- If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning is in force at or after 8 a.m. on the date of the meeting, the meeting will be postponed or adjourned to such date, time and place as the Board may decide and announce by issuing further announcement.
- To safeguard the health and safety of the shareholders of the Company, the Company will implement the following precautionary measures at the AGM to prevent the spreading of the COVID-19:
- Compulsory body temperature checks will be conducted for every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue and be requested to leave the AGM venue;
- Every attendee will be required to wear surgical facial mask throughout the AGM and maintain a safe distance between seats. Please note that no masks will be provided at the AGM venue and attendees should wear their own masks; and
- The Company will not provide refreshments and will not distribute corporate gifts.
Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. In light of the continuing risks posed by the COVID-19, the Company encourages the shareholders of the Company to consider appointing the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.
As at the date of this circular, the executive Directors are Mr. Li Xiaoping and Ms. Guo Ying, the non-executive Directors are Mr. Wang Dou and Mr. Wang Yinhu; and the independent non-executive Directors are Mr. Huang Mingxiang, Mr. Kam Chi Sing and Ms. Liu Xiaolan.
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Disclaimer
Excellence Commercial Property & Facilities Management Group Ltd. published this content on 22 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2021 13:14:04 UTC.
