FIRST CREDIT FINANCE GROUP LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
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, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in First Credit Finance Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 8215)- DECLARATION OF FINAL DIVIDEND;
- GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES;
- PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME;
- RE-ELECTION OF RETIRING DIRECTORS;
- APPOINTMENT OF NEW INDEPENDENT NON-EXECUTIVE DIRECTORS; AND
- NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the AGM to be held at Room 4608, 46/F., The Center, 99 Queen's Road Central, Hong Kong, on Wednesday, 28 June 2017 at 9:00 a.m. is set out at the end of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the websites of GEM (www.hkgem.com) and the Company (www.firstcredit.com.hk).
Whether or not you are able to attend the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event by 9:00 a.m. on Monday, 26 June 2017 or not less than 48 hours before the time appointed for holding any adjournment of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and, in such event, the form of proxy previously submitted shall be deemed to be revoked.
This circular will remain on the GEM website at www.hkgem.com on the "Latest Company Announcements" page for at least 7 days from the date of posting and on the website of the Company at www.firstcredit.com.hk.
Hong Kong, 29 May 2017
GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2. Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3. General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 4. General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 5. Proposed Refreshment of the Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . 6 6. Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8- Appointment of new independent non-executive Directors . . . . . . . . . . . . . . . 9
- Reconstitution of the Board committees 10
- Annual General Meeting and voting by poll 10
- Recommendation 11
- Responsibility statement 11
-
General information 12
Appendix I - Explanatory statement on the Repurchase Mandate . . . . . . . 13
Appendix II - Details of the retiring Directors proposed to be re-elected
at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Appendix III - Details of the new independent non-executive Directors
proposed to be appointed at the AGM. . . . . . . . . . . . . . . . . 22
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
In this circular, the following expressions shall have the following meanings unless the context otherwise requires:
"AGM Notice" the notice dated 29 May 2017 convening the AGM as set out at the end of this circular
"Annual General Meeting" or "AGM"
an annual general meeting of the Company convened to be held at Room 4608, 46/F., The Center, 99 Queen's Road Central, Hong Kong on Wednesday, 28 June 2017 at 9:00 a.m. and any adjournment of such meeting
"Board" the board of Directors
"Bye-Laws" the bye-laws of the Company (as amended from time to time)
"Companies Act" the Companies Act 1981 of Bermuda (as amended from time to time)
"Companies Ordinance" the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong) which came into effect on 3 March 2014 as amended, supplemented or otherwise modified from time to time
"Company" First Credit Finance Group Limited (第一信用金融集團有 限公司), a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the Shares of which are listed on GEM
"controlling shareholders" has the meaning ascribed to it under the GEM Listing
Rules
"Director(s)" the director(s) of the Company
"Eligible Participant(s)" person(s) who or which is or are eligible to participate as
grantee(s) in and receive Option(s) under the Share Option Scheme
"Final Dividend" the final dividend of HK0.2 cents per Share recommended by the Board for the year ended 31 December 2016
"GEM" the Growth Enterprise Market of the Stock Exchange
"GEM Listing Rules" the Rules Governing the Listing of Securities on GEM (as
amended from time to time)
"Group" the Company and its subsidiaries
"Hong Kong" Hong Kong Special Administrative Region of the PRC
"Issue Mandate" the general and unconditional mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional Shares during the period as set out in the Ordinary Resolution number 5 up to a maximum of 20% of the aggregate number of issued Shares as at the date of passing of the Ordinary Resolution number 5
"Latest Practicable Date" 22 May 2017, being the latest practicable date prior to the
printing of this circular for ascertaining certain information for the purpose of inclusion in this circular
"Listing Date" 13 December 2011
"Memorandum of Continuance" the memorandum of continuance of the Company (as
amended from time to time)
"Option(s)" option(s) granted or to be granted to the Eligible Participant(s) under the Share Option Scheme to subscribe for Share(s) in accordance with the terms thereof
"Ordinary Resolution(s)" the proposed ordinary resolution(s) as set out in the AGM
Notice
"PRC" the People's Republic of China, which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Predecessor Companies Ordinance"
the predecessor Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as in force from time to time before 3 March 2014
"Proposed Refreshment" the proposed refreshment of the Scheme Mandate Limit
"Repurchase Mandate" the general and unconditional mandate proposed to be
granted to the Directors to exercise the powers of the Company to repurchase Shares during the period as set out in the Ordinary Resolution number 6 up to a maximum of 10% of the aggregate number of issued Shares as at the date of passing of the Ordinary Resolution number 6
"Scheme Mandate Limit" the limit imposed under the rules of the Share Option
Scheme on the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme, being 10% of the Company's shares in issue as at the Listing Date and thereafter, if refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)" ordinary share(s) of HK$0.02 each in the share capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Share Option Scheme" the share option scheme adopted by the Company on 24
November 2011
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"substantial shareholders" has the meaning ascribed to it under the GEM Listing
Rules
"Takeovers Code" The Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
References to time and dates in this circular are to Hong Kong time and dates.
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 8215)Executive Directors:
Mr. Sin Kwok Lam (Chairman)
Mr. Tsang Yan Kwong (Chief Executive Officer)
Mr. Leung Wai Hung Ms. Ho Siu Man
Independent non-executive Directors:
Mr. Yu Wan Hei
Dr. Fung Kam Man Mr. Wang Zhiwei
Registered office: Clarendon House 2 Church Street
Hamilton HM 11 Bermuda
Head office and principal place of business in Hong Kong:
Units 907-911, 9/F.
Far East Consortium Building 121 Des Voeux Road Central Hong Kong
29 May 2017
To the Shareholders
Dear Sir or Madam,
- DECLARATION OF FINAL DIVIDEND;
- GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES;
- PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME;
- RE-ELECTION OF RETIRING DIRECTORS;
- APPOINTMENT OF NEW INDEPENDENT NON-EXECUTIVE DIRECTORS; AND
- NOTICE OF THE ANNUAL GENERAL MEETING
-
INTRODUCTION
The purposes of this circular are to provide you with information in respect of the resolutions to be proposed at the AGM regarding the declaration of the Final Dividend, the Issue Mandate, the Repurchase Mandate, the Proposed Refreshment of the Scheme Mandate Limit, the re-election of retiring Directors, the appointment of new independent non-executive Directors, and to give you the AGM Notice which is set out at the end of this circular.
-
DECLARATION OF FINAL DIVIDEND
As announced in the annual results announcement of the Company for the year ended 31 December 2016 dated 27 March 2017, the Board recommended a Final Dividend of HK0.2 cents per Share for the year ended 31 December 2016 which is subject to approval by the Shareholders at the AGM. The Final Dividend, if approved by the Shareholders at the AGM, will be paid in cash on Friday, 28 July 2017 to Shareholders whose names appear on the register of members of the Company on Friday, 7 July 2017. The Final Dividend will not be subject to any withholding tax.
For determining the entitlement to the proposed Final Dividend, the register of members of the Company will be closed from Wednesday, 5 July 2017 to Friday, 7 July 2017 (both days inclusive) during which period no transfer of Shares will be registered. In order to qualify for the entitlement to the Final Dividend, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 4 July 2017.
-
GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 28 June 2016, general mandates were granted to the Directors to allot, issue or otherwise deal with additional Shares and to exercise the powers of the Company to repurchase its own Shares. Such general mandates will lapse at the conclusion of the AGM. Ordinary resolutions will therefore be proposed at the AGM to seek the Shareholders' approval to renew these general mandates to allot, issue or otherwise deal with additional Shares and to repurchase Shares.
Ordinary resolutions will be proposed at the AGM for granting to the Directors the Issue Mandate to allot, issue or otherwise deal with additional Shares up to a maximum of 20% of the aggregate number of issued Shares as at the date of passing of the Ordinary Resolution number 5 and adding to the Issue Mandate such number of Shares representing the aggregate number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate. The Issue Mandate shall be in force during the period from the date of passing of the Ordinary Resolution number 5 until whichever is the earliest of:
the conclusion of the next annual general meeting of the Company;
the expiry of the period within which the next annual general meeting of the Company is required by the Bye-Laws, the Companies Act or other applicable laws to be held; or
the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.
-
GENERAL MANDATE TO REPURCHASE SHARES
It will also be proposed at the AGM the Ordinary Resolution number 6 for granting to the Directors the Repurchase Mandate to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate number of issued Shares as at the date of passing of the Ordinary Resolution number 6. The Repurchase Mandate shall be in force during the period from the date of passing of the Ordinary Resolution number 6 until whichever is the earliest of:
the conclusion of the next annual general meeting of the Company;
the expiry of the period within which the next annual general meeting of the Company is required by the Bye-Laws, the Companies Act or other applicable laws to be held; or
the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.
In accordance with the requirements of the GEM Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Ordinary Resolution number 6 in relation to the grant of the Repurchase Mandate. Such explanatory statement is set out in Appendix I to this circular.
-
PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT
Under the rules of the Share Option Scheme:
the maximum number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group is subject to the Scheme Mandate Limit;
the maximum number of Shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Group must not in aggregate exceed 30% of the Shares in issue from time to time; and
unless approved by the Shareholders, the total number of Shares issued and to be issued upon the exercise of options granted to each Eligible Participant (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the Shares in issue.
The Company may seek approval from the Shareholders in general meeting for refreshing the Scheme Mandate Limit so that the maximum number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group shall be re-set at 10% of the Shares in issue as at the date of
approval of refreshing the Scheme Mandate Limit. In this connection, options previously granted under the Share Option Scheme and any other share option schemes of the Group (including options outstanding, cancelled, lapsed or exercised) will not be counted for the purpose of calculating the Scheme Mandate Limit as "refreshed". Save for the Share Option Scheme, the Group did not have any other share option scheme as at the Latest Practicable Date.
Reasons for and benefits of the Proposed RefreshmentThe Share Option Scheme was adopted by the Company on 24 November 2011. Since the adoption of the Share Option Scheme and up to the Latest Practicable Date, no options have been granted under the Share Option Scheme and the Scheme Mandate Limit has never been refreshed. The total number of issued Shares has increased since the adoption of the Share Option Scheme as a result of certain equity issue fundraising exercises conducted by the Company. As at the Latest Practicable Date, the Company had 3,628,800,000 Shares in issue. The existing Scheme Mandate Limit, being 10% of the shares of the Company in issue as at the Listing Date, is 5,000,000 Shares (as adjusted having taken into effect the two occasions of share consolidation as defined in the announcements of the Company dated 18 September 2014 and 18 September 2015 respectively), which only represents approximately 0.14% of the issued share capital of the Company as at the Latest Practicable Date.
In order to provide the Company with the flexibility in granting share options to Eligible Participants (including but not limited to employees and Directors) as incentives and rewards for their contribution to the Group, the Board proposed to seek the approval from the Shareholders at the AGM for the refreshment of the Scheme Mandate Limit. The Directors consider that the Proposed Refreshment is in the interests of the Company and the Shareholders as a whole.
Effect of the Proposed RefreshmentOn the basis of 3,628,800,000 Shares in issue as at the Latest Practicable Date and assuming that there will not be any change in the issued share capital of the Company prior to the AGM from the Latest Practicable Date, the maximum number of Shares which may be issued upon the exercise of all options that may be granted under the Scheme Mandate Limit so refreshed is 362,880,000 Shares.
Conditions for the Proposed RefreshmentThe Proposed Refreshment is conditional upon:
the passing of the Ordinary Resolution number 8 by the Shareholders at the AGM to approve the Proposed Refreshment; and
the Stock Exchange granting the listing of, and permission to deal in, such number of new Shares, representing 10% of the issued Shares as at the date of
the AGM, which may fall to be allotted and issued pursuant to the exercise of the options that may be granted under the Share Option Scheme within the Scheme Mandate Limit so refreshed.
Application for listingAn application will be made to the Stock Exchange for the listing of, and permission to deal in, such number of Shares, representing 10% of the issued Shares as at the date of the AGM, which may fall to be allotted and issued pursuant to the exercise of the options that may be granted under the Share Option Scheme within the Scheme Mandate Limit so refreshed.
-
RE-ELECTION OF RETIRING DIRECTORS
Pursuant to the Bye-Laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. The Bye-Laws further provide that a retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include any Director who wishes to retire and not to offer himself/herself for re-election and any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment. In accordance with the above provisions of the Bye-Laws, three Directors, namely Mr. Sin Kwok Lam, Mr. Tsang Yan Kwong and Mr. Yu Wan Hei, will retire from office at the AGM.
Pursuant to the Bye-Laws, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting after his appointment and be subject to re-election at such meeting. Accordingly, Dr. Fung Kam Man and Mr. Wang Zhiwei, who were appointed by the Board as independent non-executive Directors with effect from 18 July 2016 and 24 October 2016 respectively, shall hold office until the AGM and be subject to re-election at the AGM.
Mr. Sin Kwok Lam, Mr. Tsang Yan Kwong, Dr. Fung Kam Man and Mr. Wang Zhiwei, being eligible, will offer themselves for re-election at the AGM whilst Mr. Yu Wan Hei has indicated that he will not offer himself for re-election at the AGM as he would like to devote more time in his other commitments.
The details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
-
APPOINTMENT OF NEW INDEPENDENT NON-EXECUTIVE DIRECTORS
The Board would like to propose for the Shareholders to approve at the AGM the appointment of Dr. Chan Kin Keung, Eugene and Mr. Ng Ting Chi as independent non-executive Directors. Subject to the approval of their appointment by the Shareholders at the AGM, the term of office of Dr. Chan and Mr. Ng will commence on the date of the AGM. Upon the appointment of Dr. Chan Kin Keung, Eugene and Mr. Ng Ting Chi as independent non-executive Directors:
Dr. Chan will act as the chairman of the compliance committee of the Board and a member of each of the audit committee, nomination committee and remuneration committee of the Board; and
Mr. Ng will act as the chairman of the audit committee of the Board and a member of each of the nomination committee, remuneration committee and compliance committee of the Board.
Each of Dr. Chan and Mr. Ng has signed a written confirmation confirming his independence pursuant to the requirements of Rule 5.09(1) to (8) of the GEM Listing Rules and confirming that he has no past or present financial or other interest in the business of the Group or any connection with any core connected person (as defined in the GEM Listing Rules) of the Company. The Board therefore considers that each of Dr. Chan and Mr. Ng is independent in accordance with the independence guidelines set out in the GEM Listing Rules. The Board is not aware of any factor that affects or may affect the independence of Dr. Chan and Mr. Ng in acting as independent non-executive Directors.
The Board noted that Dr. Chan was a director in various private companies in Hong Kong and Australia prior to their respective dissolutions as disclosed in Appendix III to this circular. Dr. Chan has confirmed to the Board that there was no wrongful act on his part leading to the dissolutions of those companies and he is not aware of any actual or potential claim which has been or will be made against him as a result of such dissolutions. Dr. Chan has also confirmed that his involvement in the above companies was part and parcel of his services as a director of those companies and that no misconduct or misfeasance had been involved in the dissolutions of those companies. Having considered the nature of the dissolutions of those companies as disclosed in Appendix III to this circular and the above confirmation from Dr. Chan, the Board is of the view that the dissolutions do not affect the integrity and suitability of Dr. Chan acting as an independent non-executive Director.
Taking into consideration the qualifications, experience and independence of each of Dr. Chan Kin Keung, Eugene and Mr. Ng Ting Chi, the Board is satisfied that each of Dr. Chan and Mr. Ng has the required character, integrity, independence and experience to fulfill his proposed role of an independent non-executive Director. Therefore, the Board would like to propose to the Shareholders the appointment of Dr. Chan and Mr. Ng as independent non-executive Directors by way of separate resolutions at the AGM.
First Credit Finance Group Ltd. published this content on 26 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 June 2017 15:38:23 UTC.
Original documenthttp://www.firstcredit.com.hk/upload/20170526181559985998.pdf
Public permalinkhttp://www.publicnow.com/view/07780983A2C58F7651570228B7183F9586D91621
