GEELY AUTOMOBILE 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 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 Geely Automobile Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
GEELY AUTOMOBILE HOLDINGS LIMITED
(Incorporated in Cayman Islands with limited liability)
(Stock code: 175)
GENERAL MANDATES TO REPURCHASE SHARES AND
TO ISSUE NEW SHARES;
RE-ELECTION OF DIRECTORS; AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Geely Automobile Holdings Limited to be held at Room S421, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Monday, 24 May 2021 at 4:00 p.m. is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use by Shareholders at the Annual General Meeting is also enclosed. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the Annual General Meeting should you so wish.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
Please see page ii of this document for measures being taken to prevent and control the spread of the Coronavirus at the Annual General Meeting, including:
- compulsory temperature checks
- recommended wearing of surgical face masks
- no distribution of corporate gifts and refreshments
Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue. The Company encourages attendees to wear face masks and reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.
14 April 2021
CONTENTS | |||
Page | |||
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . . . . . | ii | ||
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | iii | ||
DEFINITIONS | . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
APPENDIX I | - | EXPLANATORY STATEMENT FOR | |
THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . | I-1 | ||
APPENDIX II | - | BIOGRAPHICAL DETAILS OF | |
DIRECTORS SUBJECT TO RE-ELECTION . . . . . . . . . . . . . . . . | II-1 | ||
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | AGM-1 |
- i -
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:
- Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.4 degrees Celsius or any person wearing an electronic tracking wristband under quarantine order may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
- The Company encourages attendees to wear surgical face masks inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats.
- No refreshments will be served, and there will be no corporate gifts.
To the extent permitted under law, the Company reserves the right to deny entry into the Annual General Meeting venue or require any person to leave the Annual General Meeting venue in order to ensure the safety of the attendees at the Annual General Meeting.
In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.
The form of proxy is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the "Investor Centre" section of the Company's website at http://www.geelyauto.com.hk/en/circulars.html. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.
If Shareholders have any questions relating to the Annual General Meeting, please contact Union Registrars Limited, the Company's Share Registrar as follows:
Union Registrars Limited
Suites 3301-04, 33/F.
Two Chinachem Exchange Square
338 King's Road, North Point, Hong Kong E-mail: geely@unionregistrars.com.hk Tel. No.: (852) 2849 3399
Fax No.: (852) 2849 3319
- ii -
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.
- iii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Annual General Meeting" | the annual general meeting of the Company to be held at Room |
S421, Hong Kong Convention and Exhibition Centre, 1 Expo | |
Drive, Wanchai, Hong Kong on Monday, 24 May 2021 at 4:00 p.m. | |
or any adjournment thereof (or as the case may be) | |
"Articles of Association" | the articles of association of the Company as may be amended from |
time to time | |
"associate(s)" | has the meaning ascribed to it in the Listing Rules |
"Board" | the board of Directors |
"Company" | Geely Automobile Holdings Limited, a company incorporated in |
the Cayman Islands with limited liability whose shares are listed on | |
the main board of the Stock Exchange (stock code: 175) | |
"connected person(s)" | has the meaning ascribed to it in the Listing Rules |
"controlling shareholder(s)" | has the meaning ascribed to it in the Listing Rules |
"Director(s)" | the director(s) of the Company |
"General Mandate" | a general mandate to allot, issue and deal with new Shares not |
exceeding the aggregate of 10% of the existing issued share capital | |
of the Company as at the date of passing of the ordinary resolution | |
in relation thereof | |
"Group" | the Company and its subsidiaries |
"Hong Kong" or "HK" | the Hong Kong Special Administrative Region of the People's |
Republic of China | |
"HK$" | Hong Kong dollar, the lawful currency of Hong Kong |
"Latest Practicable Date" | 7 April 2021, being the latest practicable date prior to the printing |
of this circular for ascertaining certain information contained herein | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Repurchase Mandate" | the authority to repurchase the fully paid up Shares of up to 10% of |
the existing issued share capital of the Company as at the date of | |
passing of the ordinary resolution in relation thereof |
- 1 -
DEFINITIONS | |
"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 HK$0.02 each in the share capital of the |
Company | |
"Shareholder(s)" | the holder(s) of the Share(s) |
"Share Buy-backs Code" | the Hong Kong Code on Share Buy-backs |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"subsidiary" | a subsidiary for the time being of the Company within the meaning |
of the Companies Ordinance (Chapter 622 of the Laws of Hong | |
Kong) whether incorporated in the Cayman Islands, British Virgin | |
Islands, the People's Republic of China or elsewhere and | |
"subsidiaries" shall be construed accordingly | |
"substantial shareholder(s)" | has the meaning ascribed to it in the Listing Rules |
"Takeovers Code" | the Hong Kong Code on Takeovers and Mergers |
"%" | per cent |
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LETTER FROM THE BOARD
GEELY AUTOMOBILE HOLDINGS LIMITED
(Incorporated in Cayman Islands with limited liability)
(Stock code: 175)
Executive Directors: | Registered Office: |
Mr. Li Shu Fu (Chairman) | P.O. Box 309 |
Mr. Yang Jian (Vice Chairman) | Ugland House |
Mr. Li Dong Hui, Daniel (Vice Chairman) | Grand Cayman |
Mr. Gui Sheng Yue (CEO) | KY1-1104 |
Mr. An Cong Hui | Cayman Islands |
Mr. Ang Siu Lun, Lawrence | |
Ms. Wei Mei | Principal Place of Business |
in Hong Kong: | |
Independent Non-executive Directors: | Room 2301, 23rd Floor |
Mr. Lee Cheuk Yin, Dannis | Great Eagle Centre |
Mr. Yeung Sau Hung, Alex | 23 Harbour Road |
Mr. An Qing Heng | Wanchai |
Mr. Wang Yang | Hong Kong |
14 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
GENERAL MANDATES TO REPURCHASE SHARES AND
TO ISSUE NEW SHARES;
RE-ELECTION OF DIRECTORS; AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting for the granting to the Directors the Repurchase Mandate to repurchase Shares; the granting to the Directors the General Mandate to issue new Shares; and the reelection of Directors.
- 3 -
LETTER FROM THE BOARD
GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES
General Mandate to Repurchase Shares
At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders that the Directors be granted the Repurchase Mandate to repurchase Shares. In accordance with the Listing Rules, the maximum number of Shares that the Company may repurchase under the Repurchase Mandate shall not exceed 10% of the issued and fully paid up share capital of the Company as at the date of the passing of the ordinary resolution in relation thereof. The Repurchase Mandate allows the Company to repurchase Shares only during the period ending on the earliest of the date of the next annual general meeting of the Company, or the date upon which such authority conferred is revoked or varied by an ordinary resolution of Shareholders in a general meeting of the Company.
An explanatory statement containing the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution for the grant of the Repurchase Mandate to the Directors at the Annual General Meeting is set out in Appendix I to this circular.
General Mandate to Issue New Shares
At the Annual General Meeting, an ordinary resolution will also be proposed to the Shareholders that the Directors be granted the General Mandate to issue new Shares in order to provide flexibility and discretion to the Directors to issue Shares. The General Mandate will represent up to 10% of the aggregate number of the issued share capital of the Company as at the date of passing of the ordinary resolution in relation thereof. The 10% being sought under the General Mandate is significantly lower than the permissible size of 20% under the Listing Rules. For clarity, Shares bought back through any exercise of the Repurchase Mandate will not be added to the number of Shares that may be issued under the General Mandate. In addition, any Shares to be issued for cash under the authority granted by the General Mandate will only be issued subject to a maximum discount of 10% to the "benchmarked price" (as defined with reference to Rule 13.36(5) of the Listing Rules). Shareholders may wish to take note that the proposed discount limit is more restrictive than the requirements of the Listing Rules which permit a maximum discount of 20% to the benchmarked price for any issue of shares in a placement for cash pursuant to a general mandate.
Based on 9,818,701,540 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased prior to the date of the Annual General Meeting, the Directors will be authorised to issue 981,870,154 Shares pursuant to the General Mandate.
RE-ELECTION OF DIRECTORS
Pursuant to Article 116 of the Articles of Association, at each annual general meeting of the Company, 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 each Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years at the annual general meeting of the Company, provided always that any Director
- 4 -
LETTER FROM THE BOARD
appointed pursuant to Article 119 or 122(a) of the Articles of Association shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. A retiring Director shall retain office until the close of the meeting at which he retires, and shall be eligible for re-election thereat.
Pursuant to Article 99 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or the next following annual general meeting of the Company (in the case of an addition to their number) and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining the number of Directors who are to retire at such meeting by rotation pursuant to Article 116 of the Articles of Association.
Pursuant to Article 116 of the Articles of Association, Mr. Gui Sheng Yue, Mr. An Cong Hui, Ms. Wei Mei and Mr. An Qing Heng shall retire by rotation, and being eligible, shall offer themselves for reelection at the Annual General Meeting. The biographical details of the Directors proposed to be re-elected are set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
-
notice convening the Annual General Meeting is set out on pages AGM-1 to AGM-5 of this
circular.
Voting by way of Poll
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders to be taken at a general meeting must be taken by poll and the voting results of the poll should be announced by the Company in accordance with the requirements under Rule 13.39(5) of the Listing Rules.
A form of proxy for use by Shareholders at the Annual General Meeting is enclosed hereto. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/ F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the Annual General Meeting should you so wish.
- 5 -
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the aforesaid proposed resolutions for the granting of the Repurchase Mandate and the General Mandate to the Directors, and the proposed re-election of Directors are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of
Geely Automobile Holdings Limited
Li Shu Fu
Chairman
- 6 -
APPENDIX I | EXPLANATORY STATEMENT FOR |
THE REPURCHASE MANDATE | |
This Appendix contains the necessary particulars required by the Listing Rules to be included in an explanatory statement to enable Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the Repurchase Mandate.
LISTING RULES IMPLICATIONS FOR THE REPURCHASE MANDATE
The Listing Rules permit the Company to repurchase its own fully paid up Shares on the Stock Exchange not exceeding 10% of its issued share capital, subject to certain restrictions and provisions of the Takeovers Code and the Share Buy-backs Code; the most important of which are summarised below:
- Shareholders' approval
All proposed repurchases of the fully paid up Shares on the Stock Exchange by the Company must be approved by Shareholders in advance by way of an ordinary resolution, either by way of a general mandate or a specific approval being granted to the Directors; such mandate so granted only allows the Company to make repurchases during the period ending on the earliest of the date of its next annual general meeting, or the date upon which such authority conferred is revoked or varied by ordinary resolution of Shareholders in a general meeting of the Company.
- Source of funds
Repurchases of Shares must be funded entirely from the Company's available cash flow or working capital facilities and will be made out of funds legally available for such purposes in accordance with the Company's memorandum and articles of association and the laws of the jurisdiction in which the Company is incorporated or otherwise established.
- Dealing restrictions and subsequent issues
The Company may not make a new issue of Shares or announce a proposed new issue of Shares for a period of 30 days after any repurchase (other than an issue of securities pursuant to the exercise of warrants, share options or similar instruments requiring the Company to issue securities, which were outstanding prior to such repurchase), without the Stock Exchange's prior approval. In addition, the Company shall not repurchase Shares on the Stock Exchange if the purchase price is higher by 5% or more than the average closing market price for the 5 preceding trading days on which its Shares were traded on the Stock Exchange. The Listing Rules also prohibit the Company from repurchasing its Shares on the Stock Exchange if the repurchase would result in the number of the Company's listed securities which are in the hands of the public falling below the relevant prescribed minimum percentage under the Listing Rules.
- Status of repurchased shares
The listing of the Shares repurchased on the Stock Exchange by the Company shall be automatically cancelled upon repurchase and the Company must apply for listing of any further issues of that type of Shares in the normal way. The Company shall ensure that the documents of title of the repurchased Shares are cancelled and destroyed as soon as reasonably practicable following settlement of any such repurchase.
- I-1 -
APPENDIX I | EXPLANATORY STATEMENT FOR |
THE REPURCHASE MANDATE | |
REASONS FOR SHARE REPURCHASE
The Directors believe that it is in the best interests of the Company and Shareholders as a whole to continue having an authority conferred from Shareholders to enable the Directors to repurchase Shares on the Stock Exchange. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it as the appropriate situation to repurchase Shares, they believe that having the authority conferred to do so would give the Company additional flexibility that would be beneficial to the Company and Shareholders as such repurchases may, depending on the market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders can be assured that the Directors will only make such repurchases in circumstances where they consider them to be in the best interests of the Company and Shareholders as a whole.
SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 9,818,701,540 Shares. Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed to repurchase a maximum of 981,870,154 Shares, being 10% of the issued share capital of the Company, during the period ending on the earliest of the date of its next annual general meeting, or the date upon which such authority conferred is revoked or varied by ordinary resolution of Shareholders in a general meeting of the Company.
FUNDING OF REPURCHASE
In repurchasing Shares pursuant to the Repurchase Mandate granted by Shareholders, the Company shall only apply funds legally available for such purposes in accordance with the Company's memorandum and articles of association and the applicable laws of the Cayman Islands. It is envisaged that the funds required for any repurchase would be derived from the capital paid up on the Shares being repurchased and from the distributable profits of the Company.
The Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the most recently published annual report of the Company for the financial year ended 31 December 2020) in the event that the proposed repurchases were to be carried out in full at any time during the proposed repurchase period. The Directors do not propose to exercise the Repurchase Mandate to such extent that would have a material adverse impact on the working capital or gearing position of the Company which in the opinion of the Directors is from time to time inappropriate for the Company.
DISCLOSURE OF INTERESTS
None of the Directors, and to the best of their knowledge having made all reasonable enquiries, nor any of their respective associates, has any present intention, in the event that the Repurchase Mandate is granted by Shareholders, to sell any Shares to the Company.
- I-2 -
APPENDIX I | EXPLANATORY STATEMENT FOR |
THE REPURCHASE MANDATE | |
No connected person of the Company has notified the Company that he/she has a present intention to sell Shares to the Company or has undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders.
UNDERTAKING OF THE DIRECTORS
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.
EFFECT OF THE TAKEOVERS CODE
In the event that the exercise of the authority to repurchase 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 of voting rights for the purposes of the Takeovers Code as stipulated under rule 32 therein. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of the increase in any 12 month period, could obtain or consolidate control of the Company and thereby be obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge of the Company, Mr. Li Shu Fu, who is the controlling shareholder of the Company, together with his associates are interested in 4,042,618,000 Shares, representing approximately 41.17% of the issued share capital of the Company. In the event that the Directors exercise the Repurchase Mandate in full to repurchase 981,870,154 Shares, being 10% of the issued share capital of the Company granted under the Repurchase Mandate, the shareholding interest of Mr. Li Shu Fu, together with his associates, in the Company would be increased to approximately 45.75% of the issued share capital of the Company. Such increase would give rise to an obligation to make a mandatory offer under rule 26 of the Takeovers Code. In the event that any exercise of the Repurchase Mandate would, to the Directors' knowledge, have such a consequence, the Directors would not exercise the Repurchase Mandate to such extent.
SHARE REPURCHASE BY THE COMPANY
No repurchase of Shares has been made by the Company in the six months prior to the Latest Practicable Date.
- I-3 -
APPENDIX I | EXPLANATORY STATEMENT FOR |
THE REPURCHASE MANDATE | |
SHARE PRICES
The highest and lowest prices at which the Shares being traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:
Price per Share | ||
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
April | 12.26 | 10.62 |
May | 13.30 | 10.40 |
June | 12.92 | 10.78 |
July | 19.36 | 12.24 |
August | 17.44 | 15.20 |
September | 17.88 | 14.96 |
October | 17.40 | 14.72 |
November | 24.45 | 15.98 |
December | 26.90 | 20.20 |
2021 | ||
January | 36.45 | 25.80 |
February | 30.85 | 25.00 |
March | 26.90 | 18.90 |
April (up to 7 April 2021) | 20.95 | 19.96 |
- I-4 -
APPENDIX II | BIOGRAPHICAL DETAILS OF |
DIRECTORS SUBJECT TO RE-ELECTION | |
The biographical details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out as follows:
Mr. Gui Sheng Yue ("Mr. Gui"), aged 57, joined the Group on 9 June 2005 as an executive Director and is responsible for the overall administration, risk management and compliance of the Company and its subsidiaries (collectively the "Group"). Mr. Gui was appointed the Chief Executive Officer ("CEO") of the Company with effect from 23 February 2006. Mr. Gui was also the chairman of a former wholly-owned subsidiary of the Company. Mr. Gui has over 33 years of experience in administration and project management. Mr. Gui had also worked with China Resources (Holdings) Company Limited. Mr. Gui holds a Bachelor of Science Degree in Mechanical Engineering from Xi'an Jiaotong University and a Master's Degree in Business Administration from University of San Francisco. He was an independent non-executive director of Goldstone Investment Group Limited (formerly known as Eagle Ride Investment Holdings Limited, Stock Code of Stock Exchange in Hong Kong ("HKEx"): 901).
As at the Latest Practicable Date, Mr. Gui was interested in 14,585,000 Shares, representing approximately 0.15% of the issued share capital of the Company within the meaning of Part XV of the SFO. As at the Latest Practicable Date, Mr. Gui was also interested in options for subscribing 13,500,000 Shares, representing approximately 0.14% of the issued share capital of the Company within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, Mr. Gui did not have any relationship with any Directors, senior management or any other substantial or controlling shareholders of the Company. Saved as disclosed above, Mr. Gui did not hold any other directorships in other listed companies in the last three years. Save as disclosed above, he did not have any interests in the Shares within the meaning of Part XV of the SFO. There is a fixed term of 3-year service for Mr. Gui and he would be subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the Articles of Association. The director's emolument of Mr. Gui for the year ended 31 December 2020 was HK$6,024,600. Such director's emolument was determined with reference to the experience and duties of Mr. Gui as well as the Company's remuneration policy and will be subject to review by the remuneration committee of the Board from time to time. Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, nor are there other matters in relation to the appointment of Mr. Gui that need to be brought to the attention of the Shareholders.
Mr. An Cong Hui, aged 51, joined the Group on 30 December 2011 as an executive Director, and is responsible for the overall administration of the Group. Mr. An Cong Hui has been a vice president of Zhejiang Geely Holding Group Company Limited ("Geely Holding") (a company incorporated in the PRC, and is ultimately owned by the substantial shareholder of the Company) since 2003, and has been appointed as the president of Geely Holding with effect from 29 December 2011. Mr. An Cong Hui is currently the chairman of the principal operating subsidiary, namely Jirun Automobile, and a director of certain subsidiaries of the Group. Mr. An Cong Hui was previously in charge of the overall operation under the "Emgrand" product brand following the implementation of multi-brand strategy by the Group and production of gearboxes, engines and drivetrain systems of the Group. Mr. An Cong Hui has extensive professional knowledge and senior managerial experience in the automotive industry, particularly in the field of automotive engineering. He joined Geely Holding since 1996 after graduation from Hubei University of
- II-1 -
APPENDIX II | BIOGRAPHICAL DETAILS OF |
DIRECTORS SUBJECT TO RE-ELECTION | |
Economic and Management with a Diploma in Contemporary Accounting. From 1996 to now, Mr. An Cong Hui has held various key positions in Geely Holding including chief engineering officer and general manager.
As at the Latest Practicable Date, Mr. An Cong Hui was interested in 4,966,000 Shares, representing approximately 0.05% of the issued share capital of the Company within the meaning of Part XV of the SFO. As at the Latest Practicable Date, Mr. An Cong Hui was also interested in options for subscribing 22,000,000 Shares, representing approximately 0.22% of the issued share capital of the Company within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, Mr. An Cong Hui did not have any relationship with any Directors, senior management or any other substantial or controlling shareholders of the Company. Saved as disclosed above, Mr. An Cong Hui did not hold any other directorships in other listed companies in the last three years. Save as disclosed above, he did not have any interests in the Shares within the meaning of Part XV of the SFO. There is a fixed term of 3-year service for Mr. An Cong Hui and he would be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The director's emolument of Mr. An Cong Hui for the year ended 31 December 2020 was HK$10,000. Such director's emolument was determined with reference to the experience and duties of Mr. An Cong Hui as well as the Company's remuneration policy and will be subject to review by the remuneration committee of the Board from time to time. Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, nor are there other matters in relation to the appointment of Mr. An Cong Hui that need to be brought to the attention of the Shareholders.
Ms. Wei Mei ("Ms. Wei"), aged 52, joined the Group on 17 January 2011 as an executive Director. Ms. Wei is a vice president of Geely Holding and is responsible for the human resources management and training of Geely Holding since June 2009. Ms. Wei holds a Doctoral Degree in Management from the Northwest A&F University, a Master's Degree in Management and a Bachelor's Degree in Science from the Ocean University of China. From 2003 to 2007, Ms. Wei was the group human resources director of Beiqi Foton Motor Co., Ltd. ("Foton Motor") and focused on Foton Motor's human resources management, control and training. Prior to that, Ms. Wei worked in the group of Qingdao Haier Co., Ltd. ("Qingdao Haier") from 1991 to 2002 and served a number of positions in the department of integration and dishwashers business unit of Qingdao Haier Refrigerator Co., Ltd., participating in the development, diversification and globalization of Qingdao Haier. Ms. Wei was in charge of organizational management, operation appraisal, quality system management and human resources and was also directing the operation management of Haier dishwashers and other small appliances.
As at the Latest Practicable Date, Ms. Wei was interested in options for subscribing 8,000,000 Shares, representing approximately 0.08% of the issued share capital of the Company within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, Ms. Wei did not have any relationship with any Directors, senior management or any other substantial or controlling shareholders of the Company. Saved as disclosed above, Ms. Wei did not hold any other directorships in other listed companies in the last three years. Save as disclosed above, she did not have any interests in the Shares within the meaning of Part XV of the SFO.
- II-2 -
APPENDIX II | BIOGRAPHICAL DETAILS OF |
DIRECTORS SUBJECT TO RE-ELECTION | |
There is a fixed term of 3-year service for Ms. Wei and she would be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The director's emolument of Ms. Wei for the year ended 31 December 2020 was HK$10,000. Such director's emolument was determined with reference to the experience and duties of Ms. Wei as well as the Company's remuneration policy and will be subject to review by the remuneration committee of the Board from time to time. Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, nor are there other matters in relation to the appointment of Ms. Wei that need to be brought to the attention of the Shareholders.
Mr. An Qing Heng, aged 76, joined the Group as an independent non-executive Director on 17 April
2014. Mr. An Qing Heng has extensive professional and management experience in the automotive industry, particularly in the fields of automotive engineering and manufacturing. Since graduation from the Faculty of Agricultural Machinery (currently known as the Faculty of Automotive Engineering) of Tsinghua University with a professional qualification in automotive tractors and engines in 1968, he had worked with Beijing Gear Works Factory (北京齒輪總廠 ), Beijing United Automobile and Motorcycle Manufacturing Company (北京汽車摩托車聯合製造公司) and Beijing Automotive Industry Company (北京汽車工業總公司) in various important positions as vice factory director, chief engineer and general manager. He then served as the chairman and the Communist Party Committee Secretary (黨委書記) of Beijing Automotive Industry Holding Company Limited (北京汽車工業控股有限責任公司); and was once concurrently the chairman of Beiqi Foton Motor Company Limited (北汽福田汽車股份有限公司), Beijing Jeep Corporation (北京吉普汽 車有限公司) and Beijing Benz Automotive Company Limited (北京奔馳汽車有限公司). Mr. An Qing Heng has been a member of Beijing Political Consultative Conference (北京市政治協商委員會) (the 8th and 10th sessions), a representative of Beijing Municipal People's Congress (北京市人民代表大會) (the 11th session), and a member of the Standing Committee of Beijing Association for Science and Technology (北京市科學技術協會常委會) (the 4th, 5th, 6th and 7th sessions). Mr. An Qing Heng is currently the director of the Advisory Committee of China Automotive Industry (中國汽車工業諮詢委員會). Mr. An Qing Heng has also obtained the qualification of Senior Engineering (Professor Level) accredited by the Senior Vocational Title Inspecting Committee of Beijing Municipality (北京市高級專業技術職務評審委員 會). Mr. An Qing Heng was the independent director of Yechiu Metal Recycling (China) Limited (A Share Stock Code of Shanghai Stock Exchange: 601388), Liaoning SG Automotive Group Co., Ltd. (A Share Stock Code of Shanghai Stock Exchange: 600303) and Feilong Auto Components Co., Ltd. (formerly known as Henan Province Xixia Automobile Water Pump Co., Ltd., Stock Code of Shenzhen Stock Exchange: 002536).
As at the Latest Practicable Date, Mr. An Qing Heng did not have interests in the securities of the Company within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, Mr. An Qing Heng did not have any relationship with any Directors, senior management or any other substantial or controlling shareholders of the Company. Save as disclosed above, Mr. An Qing Heng did not hold any other directorships in other listed companies in the last three years. Save as disclosed above, he did not have any interests in the Shares within the meaning of Part XV of the SFO. There is a fixed term of 3-year service for Mr. An Qing Heng and he would be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The director's emolument of Mr. An Qing Heng for the year ended 31 December 2020 was HK$180,000. Such director's emolument was determined with reference to the experience and
- II-3 -
APPENDIX II | BIOGRAPHICAL DETAILS OF |
DIRECTORS SUBJECT TO RE-ELECTION | |
duties of Mr. An Qing Heng as well as the Company's remuneration policy and will be subject to review by the remuneration committee of the Board from time to time. Save as disclosed herein, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, nor are there other matters in relation to the appointment of Mr. An Qing Heng that need to be brought to the attention of the Shareholders.
- II-4 -
NOTICE OF ANNUAL GENERAL MEETING
GEELY AUTOMOBILE HOLDINGS LIMITED
(Incorporated in Cayman Islands with limited liability)
(Stock code: 175)
NOTICE IS HEREBY GIVEN that an annual general meeting of Geely Automobile Holdings Limited (the "Company") will be held at Room S421, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Monday, 24 May 2021 at 4:00 p.m. or at any adjournment thereof for the following purposes, as ordinary business:
AS ORDINARY BUSINESS
- to receive and consider the report of the directors, audited financial statements and auditor's report for the year ended 31 December 2020;
- to declare a final dividend for the year ended 31 December 2020;
- to re-elect Mr. Gui Sheng Yue as an executive director;
- to re-elect Mr. An Cong Hui as an executive director;
- to re-elect Ms. Wei Mei as an executive director;
- to re-elect Mr. An Qing Heng as an independent non-executive director;
- to authorise the board of directors of the Company to fix the remuneration of the directors of the Company;
- to re-appoint Grant Thornton Hong Kong Limited as the auditor of the Company and to authorise the board of directors of the Company to fix their remuneration; and
AS SPECIAL BUSINESS
to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:
9. "THAT:
- subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares at par value of HK$0.02 each in the capital of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing
- AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") as amended from time to time, be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the directors of the Company in accordance with the relevant dealing restrictions stipulated in the Listing Rules;
- the aggregate number of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) shall not exceed 10% of the aggregate share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and
-
for the purposes 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 any applicable laws or the Company's articles of association to be held; or
- the date upon which the authority conferred as set out in this resolution is revoked or varied by an ordinary resolution of the holders of shares of the Company in general meeting."
10. "THAT:
- subject to paragraphs (c) & (d) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
- the aggregate number of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval granted in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment 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 from time to time, shall not exceed 10% of the aggregate issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly;
- any shares in the Company to be allotted, issued or dealt with (whether wholly or partly for cash or otherwise) pursuant to the approval in paragraph (a) of this resolution shall not be at a discount of more than 10 per cent to the Benchmarked Price (as defined below) of such shares in the Company, save for issue of securities convertible into new shares of the Company for cash consideration pursuant to the approval in paragraph (a) of this resolution, where the initial conversion price shall not be lower than the Benchmarked Price of the shares of the Company at the time of the placing; and
-
for the purposes of this resolution:
"Benchmarked Price" means the higher of: - the closing price of the shares in the Company as quoted on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on the date of the agreement involving the proposed issue of shares in the Company; and
- the average closing price of the shares in the Company as quoted on the Stock Exchange for the 5 trading days immediately preceding the earlier of the date:
- of announcement of the transaction or arrangement involving the relevant proposed issue of shares in the Company, (B) of the agreement involving the relevant proposed issue of shares in the Company, and (C) on which the price of shares in the Company that are proposed to be issued is fixed.
"Relevant Period" shall have the same meaning as that ascribed to it under resolution number 9 as set out in the notice convening the annual general meeting of which this resolution forms part; and
"Rights Issue" means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong)."
By order of the Board of
Geely Automobile Holdings Limited
Li Shu Fu
Chairman
Hong Kong, 14 April 2021
Head office and principal place of business in Hong Kong:
Room 2301, 23rd Floor
Great Eagle Centre
23 Harbour Road, Wanchai
Hong Kong
Notes:
- In order to establish entitlements of attending and voting at the forthcoming annual general meeting of the Company to be held on 24 May 2021, the register of members of the Company will be closed from 18 May 2021 to 24 May 2021 (both days inclusive), during such period no transfer of shares of the Company will be registered. All transfers of shares of the Company, accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 4:00 p.m. on 17 May 2021.
- In order to qualify for the proposed final dividend, the register of members of the Company will be closed from 1 June 2021 to 4 June 2021 (both days inclusive), during such period no transfer of shares of the Company will be registered. All transfers of shares of the Company, accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 4:00 p.m. on 31 May 2021.
- Any member of the Company entitled to attend and vote at the meeting by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.
- In order to be valid, the instrument appointing a proxy and 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 delivered to the office of the Company's Hong Kong share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). A form of proxy for use by a member of the Company at the forthcoming annual general meeting of the Company is enclosed hereto.
- Completion and return of the accompanying form of proxy shall not preclude a member of the Company from attending and/or voting in person at the meeting or at any adjournment meeting thereof (as the case may be) and in such event, such instrument appointing a proxy shall be deemed to be revoked.
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
- Where there are joint registered holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share of the Company as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares of the Company shall be accepted to the exclusion of the votes of the other registered holders.
- If there is Typhoon Signal No. 8 or above, a "black" rainstorm warning and/or extreme conditions caused by a super typhoon in force in Hong Kong at any time after 1:00 p.m. on the date of the forthcoming annual general meeting, the meeting will be postponed. The Company will publish an announcement on the websites of the Company at (http://www.geelyauto.com.hk) and the Stock Exchange at (http://www.hkexnews.hk) to notify Shareholders of the date, time and venue of the rescheduled meeting.
As at the date of this notice, the executive directors of the Company are Mr. Li Shu Fu (Chairman), Mr. Yang Jian (Vice Chairman), Mr. Li Dong Hui, Daniel (Vice Chairman), Mr. Gui Sheng Yue (Chief Executive Officer), Mr. An Cong Hui, Mr. Ang Siu Lun, Lawrence and Ms. Wei Mei and the independent non-executive directors of the Company are Mr. Lee Cheuk Yin, Dannis, Mr. Yeung Sau Hung, Alex, Mr. An Qing Heng and Mr. Wang Yang.
- AGM-5 -
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Geely Automobile Holdings Ltd. published this content on 13 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2021 08:34:07 UTC.
