GRAND FIELD GROUP HOLDINGS LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about 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 all your shares in Grand Field Group Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
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.
鈞 濠 集 團 有 限 公 司
GRAND FIELD GROUP HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: ���)
RE-ELECTION OF RETIRING DIRECTORS,
GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE ITS OWN SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be held at Suites 2701-08, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 23 June 2021 at 10:30 a.m. or any adjournment thereof is set out on pages 17 to 21 of this circular. Whether or not you are able to attend the AGM, you are advised to read the notice and complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, being not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
In view of the ongoing coronavirus disease (COVID-19) pandemic, the Company will implement the following precautionary measures at the AGM to protect attending shareholders, staff and stakeholders from the risk of infection including, without limitation:
- Compulsory temperature checks
- Submission of health declaration form
- Wearing of surgical face mask
- No provision of refreshments or drinks
Any person who does not comply with the precautionary measures, is with a body temperature above 37.2 degree Celsius, has any of the symptoms stated in the health declaration form or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
Hong Kong, 29 April 2021
- For identification purpose only
CONTENTS | ||
Page | ||
DEFINITIONS | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
APPENDIX I | - PARTICULARS OF RETIRING DIRECTORS | |
STANDING FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | |
APPENDIX II | - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 12 |
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 17 |
- i -
DEFINITIONS
In this circular (including the Appendices), unless the context otherwise requires, the following expressions have the following meanings:
"AGM" | the annual general meeting of the Company to be held at Suites |
2701-08, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, | |
Hong Kong on Wednesday, 23 June 2021 at 10:30 a.m. or any | |
adjournment thereof |
"Board"
"Bye-laws"
"Close Associate(s)"
"Company"
the board of Directors
the bye-laws of the Company as amended from time to time
as defined in the Listing Rules
Grand Field Group Holdings Limited, a company incorporated in Bermuda with limited liability whose Shares are listed on the Main Board of the Stock Exchange
"Core Connected | as defined in the Listing Rules |
Person(s)" | |
"Director(s)" | director(s) of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollar, the lawful currency of Hong Kong |
"Hong Kong" | Hong Kong Special Administrative Region of the PRC |
"Latest Practicable Date" | 23 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 |
- 1 -
DEFINITIONS
"New Issue Mandate"
"Notice of AGM"
"PRC"
"Repurchase Mandate"
"SFO"
"Share(s)"
"Shareholder(s)"
"Stock Exchange"
"Takeovers Code"
"%"
the proposed general and unconditional mandate to be granted to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the resolution granting such mandate
the notice convening the AGM as set out on pages 17 to 21 of this circular
the People's Republic of China
the proposed general and unconditional mandate to be granted to the Directors to exercise all the powers of the Company to purchase Shares up to 10% of the total number of issued Shares as at the date of passing of the resolution granting such mandate
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
represents ordinary share(s) of HK$0.01 each in the capital of the Company
holder(s) of Share(s)
The Stock Exchange of Hong Kong Limited
The Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong
per cent
- 2 -
LETTER FROM THE BOARD
鈞 濠 集 團 有 限 公 司
GRAND FIELD GROUP HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: ���)
Executive Directors: | Head Office and Principal |
Mr. Ma Xuemian (Chairman) | Place of Business: |
Mr. Kwok Siu Bun | Unit 1004B, 10/F., |
Ms. Chow Kwai Wa Charmaine | Tower 5, China Hong Kong City, |
Ms. Kwok Siu Wa Alison | 33 Canton Road, Tsim Sha Tsui, |
Kowloon, Hong Kong | |
Independent Non-executive Directors: | |
Mr. Hui Pui Wai Kimber | Registered Office in Bermuda: |
Mr. Liu Chaodong | Clarendon House, |
Mr. Wong Sze Lok | 2 Church Street, |
Hamilton HM 11, | |
Bermuda | |
29 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
RE-ELECTION OF RETIRING DIRECTORS,
GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE ITS OWN SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM, which include the resolutions relating to (i) re-election of the retiring Directors; and (ii) grant of general mandates for the issue of new Shares and for repurchasing Shares.
- For identification purpose only
- 3 -
LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
Pursuant to Bye-law 111 of the Bye-laws, Ms. Chow Kwai Wa Charmaine, Mr. Hui Pui Wai Kimber and Mr. Liu Chaodong will retire at the AGM and, being eligible for re-election, will offer themselves for re-election at the AGM.
The Board has received confirmations from Mr. Hui Pui Wai Kimber and Mr. Liu Chaodong, being the retiring independent non-executive Directors eligible for re-election at the AGM, regarding their independence. Among the two independent non-executive Directors, Mr. Liu Chaodong has served the Company for more than nine years. Taking into account, the factors set out in Rule 3.13 of the Listing Rules, the Board considers that the two retiring independent non- executive Directors continue to be independent.
For re-election of Mr. Hui Pui Wai Kimber as an independent non-executive Director, Mr. Hui Pui Wai Kimber holds a Bachelor of Arts Degree majoring in Economics and Political Science from The University of New South Wales in Australia. Mr. Hui Pui Wai Kimber has over 20 years' experience in the marketing industry. Therefore, he is able to provide valuable advices for promoting the business of the Company.
For re-election of Mr. Liu Chaodong as an independent non-executive Director, Since Mr. Liu Chaodong was appointed as an independent non-executive Director in 2009, he has been providing valuable advices and contributions to the audit of the Company. Mr. Liu Chaodong has practising qualifications of registered accountant, registered tax agent, forensic accounting practitioners and certified public valuer in the PRC.
The Board considers the re-election of Mr. Hui Pui Wai Kimber and Mr. Liu Chaodong as the independent non-executive Directors will promote the diversity of the Board in skills and experience, and enhance the standard of compliance of the Company. Therefore, the Board recommends the Shareholders to re-elect Mr. Hui Pui Wai Kimber and Mr. Liu Chaodong as independent non-executive Directors at the AGM.
The biographical and other details of the said Directors as required to be disclosed under the Listing Rules are set out in Appendix I to this circular.
- 4 -
LETTER FROM THE BOARD
GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES
General mandate for repurchase Shares by the Company
Pursuant to an ordinary resolution passed on 3 June 2020, a general and unconditional mandate was given by the Shareholders to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of issued Shares as at the date of passing the resolution. Such general mandate will lapse at the conclusion of the AGM.
Your attention is drawn to an ordinary resolution set out in the Notice of the AGM which is contained on pages 17 to 21 of this circular. Such ordinary resolution proposes to give a general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase, at any time until the conclusion of the next annual general meeting of the Company following the passing of the relevant resolution or such earlier period as stated therein, up to a maximum of 10% of the total number of issued Shares as at the date of passing that ordinary resolution.
An explanatory statement containing the information in relation to the Repurchase Mandate in accordance with the Listing Rules is set out in Appendix II hereto.
General mandate to issue new Shares
The general mandate which was given by the Shareholders to the Directors to allot, issue and deal with up to 48,991,082 Shares, representing approximately 20% of the total number of issued Shares at the annual general meeting of the Company held on 3 June 2020, will lapse at the conclusion of the AGM.
As at the Latest Practicable Date, no Shares were issued under the general mandate.
At the AGM, ordinary resolutions will be proposed to grant to the Directors a general and unconditional mandate (i) to allot, issue and otherwise deal with new Shares not exceeding in aggregate 20% of the total number of issued Shares as at the date of passing of such ordinary resolution; and (ii) to add to it the total number of Shares repurchased by the Company under the Repurchase Mandate to the New Issue Mandate.
- 5 -
LETTER FROM THE BOARD
Reason for obtaining the New Issue Mandate
The Group will continue to explore potential business opportunities to deliver long term benefits to the Shareholders. In view of that the principal business of the Group, property development, requires relatively large investment amount for land tendering, land acquisition, construction and development of land, etc., the Directors believe that granting of the general mandate to issue new shares will provide the Group with flexibility to issue securities for cash or as consideration for acquisition of assets or projects development as and when the Directors think fit and appropriate. The Board thinks that the proposed granting of the general mandate to issue new shares is in the interests of the Company and the Shareholders as a whole. The Company has no current intention or plan to utilise the New Issue Mandate.
The Company, apart from focusing on its principal business, has also been in the process of identifying suitable potential projects with an aim to broader the Group's income source. As at the Latest Practicable Date, no suitable potential project has been identified and that no any memorandum of understanding or any agreement has been entered yet. The Company will comply with the publication requirement of the Listing Rules when any suitable potential project has been identified.
Save as the mentioned above, the Directors have no present intention to exercise the Repurchase Mandate or the New Issue Mandate (if granted to the Directors at the AGM).
As at the Latest Practicable Date, the total number of issued Shares was 244,955,413 Shares. On the assumption that the total number of issued Shares on the AGM remains unchanged as on the Latest Practicable Date, the total number of Shares issuable pursuant to the New Issue Mandate on the date of passing the resolution will be 48,991,082, representing approximately 20% of the total number of issued Shares as at the date of the AGM.
Both the Repurchase Mandate and the New Issue Mandate will expire upon 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 Bye-laws or any applicable law to be held; and
- the revocation or variation of such authority by an ordinary resolution of the Shareholders in general meeting.
- 6 -
LETTER FROM THE BOARD
In addition, a separate ordinary resolution will also be proposed at the AGM to add to the New Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if granted to the Directors at the AGM).
ANNUAL GENERAL MEETING
The Notice of the AGM is set out on pages 17 to 21 of this circular. A form of proxy for use at the AGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney at the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, being not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.
According 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, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the chairman of the AGM will demand a poll for all resolutions set out in the Notice of the AGM pursuant to Bye-law 73 of the Bye-laws.
RECORD DATE
Last record date (being the last date of registration of any share transfer given there will be no book closure) for determining the entitlement of the Shareholders to attend and vote at the AGM will be Thursday, 17 June 2021. In order to be eligible to attend and vote at the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Thursday, 17 June 2021.
- 7 -
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the proposed re-election of the retiring Directors, the proposed grant of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions as set out in the Notice of AGM.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in Appendices to this circular.
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.
Yours faithfully,
For and on behalf of the Board of
Grand Field Group Holdings Limited
Ma Xuemian
Chairman
- 8 -
APPENDIX I | PARTICULARS OF RETIRING DIRECTORS |
STANDING FOR RE-ELECTION | |
The biographical and other details of the retiring Directors standing for re-election at the AGM are set out below:-
Executive Director
Ms. Chow Kwai Wa Charmaine (Former Name: Chow Kwai Wa Anne) ("Ms. Chow"), aged 55, holds a bachelor's degree in Business Administration from Shepherd University, USA. Ms. Chow was the operations manager of Air Global Holdings Limited and the business director of AGE International Limited, the subsidiary of Air Global Holdings Limited. Previously, Ms. Chow set up a branch office for Amkey Inc., USA in Singapore and served as the operations manager of the Singapore branch. Ms. Chow had also worked as the administrative cum sales director for a number of Chinese property projects and was the assistant to several senior executives of Star TV, a subsidiary of News Corporation. Ms. Chow has extensive experience in business management, sales strategic planning and overseas marketing. Ms. Chow joined the Group in November 2009 and was appointed as an executive Director in February 2010. Ms. Chow was the general manager of the sales and administration department of the Group, and is currently responsible for the operation management of the Company. Ms. Chow is also the director, legal representative and chairman of several subsidiaries of the Company.
Saved that a bankruptcy order made against Ms. Chow on 17 August 2004 but was discharged by the Court on 16 August 2008, Ms. Chow and the Company are not aware of any other matters that need to be brought to the attention of the Shareholders and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules in respect of Ms. Chow.
Saved as disclosed above, Ms. Chow has not held any directorship in any public companies, the securities of which are listed on any security market in Hong Kong or overseas or had other major appointments and professional qualifications over the last three years.
Ms. Chow has entered into an appointment letter as an executive Director with the Company for a term from 1 April 2019 to 31 March 2022, and she is subject to retirement by rotation and reelection in accordance with the Bye-laws. As at the Latest Practicable Date, Ms. Chow is entitled to
- monthly Director's fee of HK$41,800 (which was determined having considered the experience, duties and responsibilities of Ms. Chow and the prevailing market rate of companies of comparable size and similar operation). Upon completion of every twelve(12) months' service with the Company, Ms. Chow will be paid an extra month's basic director fee as end of year bonus.
- 9 -
APPENDIX I | PARTICULARS OF RETIRING DIRECTORS |
STANDING FOR RE-ELECTION | |
As at the Latest Practicable Date, Ms. Chow is interested in 195,000 Shares. Save as disclosed, Ms. Chow does not have any other interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO and Ms. Chow does not have any relationships with any other Directors, substantial Shareholders, controlling Shareholders or senior management of the Company.
Independent Non-executive Directors
Mr. Hui Pui Wai Kimber ("Mr. Hui"), aged 50, was appointed as an independent non- executive Director on 15 April 2014, and is also a member of the audit committee of the Company (the "Audit Committee") and the chairman of the remuneration committee of the Company (the "Remuneration Committee"). Mr. Hui holds a Bachelor of Arts Degree majoring in Economics and Political Science from The University of New South Wales in Australia. Mr. Hui has over 20 years' experience in the marketing industry. Mr. Hui was the independent non-executive Director from 1999 to 2008.
Saved as disclosed above, Mr. Hui has not held any directorship in any public companies, the securities of which are listed on any security market in Hong Kong or overseas or had other major appointments and professional qualifications over the last three years.
Mr. Hui has entered into an appointment letter as an independent non-executive Director with the Company for a term from 1 April 2021 to 31 March 2022, and he is subject to retirement by rotation and re-election in accordance with the Bye-laws. As at the Latest Practicable Date, Mr. Hui is entitled to a monthly Director's fee of HK$10,000 (which was determined having considered the experience, duties and responsibilities of Mr. Hui and the prevailing market rate of companies of comparable size and similar operation).
As at the Latest Practicable Date, Mr. Hui does not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO and Mr. Hui does not have any relationships with any other Directors, substantial Shareholders, controlling Shareholders or senior management of the Company.
- 10 -
APPENDIX I | PARTICULARS OF RETIRING DIRECTORS |
STANDING FOR RE-ELECTION | |
Mr. Liu Chaodong ("Mr. Liu"), aged 52, was appointed as an independent non-executive Director on 25 August 2009, and is also a member of the Audit Committee, Remuneration Committee and corporate governance committee of the Company and the chairman of the nomination committee of the Company. Mr. Liu has practising qualifications of registered accountant, registered tax agent, forensic accounting practitioners and certified public valuer in the PRC. In 1990, Mr. Liu graduated from Anhui Jianghuai Vocational University, the PRC, majoring in financial accounting. In 2006, Mr. Liu graduated from Huazhong University of Science and Technology, the PRC, majoring in legal studies. Mr. Liu served as the chief accountant in Blue Star New Chemical Materials Co., Ltd. from 1991 to 1994 and a department manager in Zhonglei Certified Public Accountants Co., Ltd. from 1994 to 1997 and the deputy general manager of Foshan Branch of Ruihua Certified Public Accountants (LLP) from 1998 to 2019. Mr. Liu is currently the partner of Foshan Branch of Mazars CPA Limited (LLP). Mr. Liu was an independent non-executive director of Wuzhou International Holdings Limited (former stock code: 1369), the shares of which were listed on the Main Board of the Stock Exchange and were delisted on 8 December 2020, from 7 August 2018 to 7 December 2020.
Saved as disclosed above, Mr. Liu has not held any directorship in any public companies, the securities of which are listed on any security market in Hong Kong or overseas or had other major appointments and professional qualifications over the last three years.
Mr. Liu has entered into an appointment letter as an independent non-executive Director with the Company for a term from 1 April 2021 to 31 March 2022, and he is subject to retirement by rotation and re-election in accordance with the Bye-laws. As at the Latest Practicable Date, Mr. Liu is entitled to a monthly Director's fee of HK$10,000 (which was determined having considered the experience, duties and responsibilities of Mr. Liu and the prevailing market rate of companies of comparable size and similar operation).
As at the Latest Practicable Date, Mr. Liu does not have any interests in the Shares or underlying shares of the company within the meaning of Part XV of the SFO and Mr. Liu does not have any relationships with any other Directors, substantial Shareholders, controlling Shareholders or senior management of the Company.
Save as disclosed above, there are no other matters concerning the re-elections of Ms. Chow, Mr. Hui and Mr. Liu that need to be brought to the attention of the Shareholders nor is there any information need to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.
- 11 -
APPENDIX II | EXPLANATORY STATEMENT |
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide information to you with regard to the Repurchase Mandate.
1. THE LISTING RULES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange or on another stock exchange on which the securities of the companies may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Some of the important restrictions are summarised below:-
- Source of funds
Repurchases must be financed out of funds legally available for such purpose in accordance with the constitutive documents of the Company and the laws of the jurisdiction in which the Company is incorporated.
- Maximum number of Shares to be repurchased
The Shares which are proposed to be repurchased by the Company must be fully paid up. A maximum of 10% of the total number of issued Shares as at the date of passing the relevant resolution may be repurchased on the Stock Exchange.
2. ISSUED SHARES
As at Latest Practicable Date, there were 244,955,413 issued Shares.
Subject to the passing of the relevant ordinary resolutions to approve the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, exercise in full of the Repurchase Mandate could accordingly result in up to 24,495,541 Shares being repurchased by the Company.
- 12 -
APPENDIX II | EXPLANATORY STATEMENT |
3. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and its Shareholders as a whole to have a general authority from the Shareholders to enable the Directors to repurchase the Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or net assets per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.
4. FUNDING OF REPURCHASES
Repurchases of the Shares will be funded entirely from the Company's available cash flow or working capital facilities, and will, in any event, be made out of funds legally available for the purchase in accordance with the Bye-laws and the applicable laws of Bermuda.
There might be a material adverse effect on the working capital requirements or gearing levels of the Company (as compared with the position as at 31 December 2020, being the date of its latest audited consolidated financial statements) in the event that the Repurchase Mandate is exercised in full at any time. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company at the time of the relevant purchases unless the Directors determine that such repurchases are, taking account of all relevant factors, in the best interests of the Company.
5. UNDERTAKING OF DIRECTORS
The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules, any applicable laws of Bermuda and the Bye-laws.
6. EFFECT OF THE TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase its Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert, 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.
- 13 -
APPENDIX II | EXPLANATORY STATEMENT |
As at the Latest Practicable Date, so far as the Directors are aware, the following Shareholders are interested in more than 5% of the total number of issued Shares:
Approximate | ||||
percentage of | ||||
Approximate | shareholding if | |||
percentage of | the Repurchase | |||
Number of | existing | Mandate is | ||
Name of Shareholders | Capacity/ Nature of interests | Share(s) held | shareholding | exercised in full |
Rhenfield Development Corp. | Beneficial Owner | 70,366,823 | 28.73% | 31.92% |
(Note 1) | ||||
Tsang Yee | Interest in Controlled | 70,366,823 | 28.73% | 31.92% |
Corporation (Note 1) | ||||
Tsang Tsz Nok Aleen | Beneficial Owner | 125,170,793 | 51.10% | 56.78% |
(Note 2) | ||||
Interest in Controlled | 70,366,823 | 28.73% | 31.92% | |
Corporation (Note 1) | ||||
Lui Kin Chung (Note 3) | Interest of spouse | 195,537,616 | 79.83% | 88.70% |
周偉康 | Beneficial Owner | 14,869,514 | 6.07% | 6.74% |
Notes:
- Rhenfield Development Corp. is owned as to 50% by Mr. Tsang Yee and 50% by Ms. Tsang Tsz Nok Aleen, who are deemed to be interested in 70,366,823 Shares pursuant to the Part XV of the SFO.
- Ms. Tsang Tsz Nok Aleen personally owns 125,170,793 Shares, among which 124,696,263 Shares are the underlying shares of the Company of the aggregate principal amount of convertible bonds of HK$99,757,011 issued by the Company at the conversion price of HK$0.8 per share on 21 February 2021. Details were set out in the announcements of the Company dated 17 November 2020, 21 January 2021 and 22 February 2021 and the circular of the Company dated 14 December 2020.
- Mr. Lui Kin Chung is the spouse of Ms. Tsang Tsz Nok Aleen. Under the SFO, Mr. Lui Kin Chung is deemed to be interested in the same number of Shares in which Ms. Tsang Tsz Nok Aleen is interested.
- 14 -
APPENDIX II | EXPLANATORY STATEMENT |
On the basis that the total number of Shares in issue remain unchanged from the Latest Practicable Date to the date of the AGM, in the event that the Repurchase Mandate is exercised in full, the increase in shareholdings of Rhenfield Development Corp., Mr. Tsang Yee and Ms. Tsang Tsz Nok Aleen would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
However, the Directors have no present intention to exercise the Repurchase Mandate to the extent that will result in a requirement of any of the above Shareholder(s) or any other persons to make a mandatory offer in accordance with Rule 26 of the Takeovers Code or the number of Shares in the hands of the public would fall below the prescribed minimum percentage of 25%. The Directors will exercise the powers conferred by the Repurchase Mandate to repurchase Shares in circumstances, which they deem appropriate for the benefits of the Company and the Shareholders as a whole.
7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their Close Associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders. No other Core Connected Persons have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders at the AGM.
8. REPURCHASES OF SHARES MADE BY THE COMPANY
No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
- 15 -
APPENDIX II | EXPLANATORY STATEMENT |
9. SHARE PRICE
The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each of the 12 calendar months immediately preceding the Latest Practicable Date were as follows:
Price per Share | ||
Highest | Lowest | |
HK$ | HK$ | |
April 2020 | 0.098 | 0.076 |
May 2020 | 0.110 | 0.080 |
June 2020 | 0.110 | 0.081 |
July 2020 | 0.093 | 0.080 |
August 2020 | 0.116 | 0.072 |
September 2020 | 0.091 | 0.079 |
October 2020 | 0.085 | 0.075 |
November 2020 | 0.091 | 0.070 |
December 2020 | 0.096 | 0.077 |
January 2021* | 1.000 | 0.650 |
February 2021 | 0.890 | 0.830 |
March 2021 | 0.920 | 0.750 |
April 2021 (up to the Latest Practicable Date) | 0.990 | 0.780 |
- The prices have been adjusted having taken into account the share consolidation effective on 25 January 2021 by consolidating every ten (10) issued shares of the Company into one (1) consolidated share.
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NOTICE OF ANNUAL GENERAL MEETING
鈞 濠 集 團 有 限 公 司
GRAND FIELD GROUP HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: ���)
NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Grand Field Group Holdings Limited (the "Company") will be held at Suites 2701-08, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 23 June 2021 at 10:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the report of the directors of the Company (the "Directors") and the report of the auditor of the Company for the year ended 31 December 2020.
2. | (a) (i) | To re-elect Ms. Chow Kwai Wa Charmaine as an executive Director; |
- To re-elect Mr. Hui Pui Wai Kimber as an independent non-executive Director;
- To re-elect Mr. Liu Chaodong as an independent non-executive Director;
- To authorise the board of Directors (the "Board") to fix the remuneration of each of the Directors;
3. To re-appoint ZHONGHUI ANDA CPA LIMITED as auditor of the Company and to authorise the Board to fix its remuneration.
- For identification purpose only
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NOTICE OF ANNUAL GENERAL MEETING
4. As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions:-
- "THAT:
- subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares or securities convertible into shares, options, warrants or similar rights to subscribe for any shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) of this resolution shall authorise the Board during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;
- the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph
- of this resolution, otherwise than pursuant to:
- a Rights Issue (as defined in paragraph (d) of this resolution);
- any scrip dividend scheme or similar arrangements implemented in accordance with the bye-laws of the Company;
- an issue of shares under the share option scheme of the Company or any similar arrangements for the time being adopted by the Company for the grant or issue of shares of the Company or right to acquire shares of the Company to employees or Directors and/ or any of its subsidiaries; or
- the exercise of the rights of subscription or conversion under the terms of any securities or notes for the time being in force which are convertible into any shares in the Company;
shall not exceed 20% of the total number of issued shares of the Company as at the date of the passing of this resolution and the said approval shall be limited accordingly;
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NOTICE OF ANNUAL GENERAL MEETING
-
for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier 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 bye-laws of the Company or any applicable law of Bermuda to be held; and
- the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
"Rights Issue" means an offer of shares open for a period fixed by the Board to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company)."
- "THAT:
- subject to paragraph (b) of this resolution, the exercise by the Board during the Relevant Period (as defined in resolution 4(A)(d) set out in this notice) of all the powers of the Company to repurchase the shares of the Company on The Stock Exchange of Hong Kong Limited or on any other exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited (the "Recognised Stock Exchange") subject to and in accordance with all applicable laws, and in accordance with the provisions of, and in the manner specified in, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or the rules of any other Recognised Stock Exchange, be and is hereby generally and unconditionally approved; and
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NOTICE OF ANNUAL GENERAL MEETING
- the total number of shares of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company as at the date of the passing of this resolution and the said approval shall be limited accordingly."
- "THAT subject to the passing of resolutions 4(A) and 4(B) set out in this notice, the total number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to and in accordance with the approval given in resolution 4(A) set out in this notice be and is hereby increased and extended by the addition of the total number of shares of the Company which may be repurchased by the Company pursuant to and in accordance with the approval given in resolution 4(B) set out in this notice provided that such amount shall not exceed the total number of shares of the Company repurchased pursuant to the said resolution 4(B) and the said approval shall be limited accordingly."
By order of the Board | |
Grand Field Group Holdings Limited | |
Ma Xuemian | |
Chairman | |
Hong Kong, 29 April 2021 | |
Registered Office in Bermuda: | Head Office and Principal |
Clarendon House, | Place of Business: |
2 Church Street, | Unit 1004B, 10/F., |
Hamilton HM 11, | Tower 5, China Hong Kong City, |
Bermuda | 33 Canton Road, Tsim Sha Tsui, |
Kowloon, Hong Kong |
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
- A form of proxy for use at the AGM is enclosed herewith.
- 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.
- A member who is the holder of two or more shares of the Company entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more than one proxy to attend and vote in his or her stead (subject to the provisions of the bye-laws of the Company). A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares of the Company in respect of which each proxy is so appointed.
- In order to be valid, the form of proxy should be completed and signed in accordance with the instructions printed thereon and be returned to the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, being not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
- Completion and return of the form of proxy will not preclude members from attending and voting in person at the AGM convened by the above notice or at any adjourned meeting thereof should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
- Last record date (being the last date of registration of any share transfer given there will be no book closure) for determining the entitlement of the shareholders of the Company (the "Shareholders") to attend and vote at the AGM will be Thursday, 17 June 2021. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Thursday, 17 June 2021.
- If Typhoon Signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the websites of the Company at http://www.gfghl.com and the Stock Exchange at http://www.hkexnews.hk to notify members of the date, time and place of the rescheduled meeting.
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Grand Field Group Holdings Limited published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 14:07:03 UTC.
