THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Great Wall Pan Asia Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

  1. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES

AND

  1. PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
    1. PROPOSED APPOINTMENT OF AUDITOR

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

All capitalised terms used in this circular shall have the meanings set out in the section headed "Definitions" on pages 2 and 3 of this circular.

A letter from the Board is set out on pages 4 to 10 of this circular. A notice convening the Annual General Meeting of Great Wall Pan Asia Holdings Limited at Niccolo Room 7-8, Level 25, The Murray Hong Kong, 22 Cotton Tree Drive, Central, Hong Kong on Wednesday, 16 June 2021 at 10:00 a.m. is set out on pages 19 to 23 of this circular. A form of proxy for use in connection with the Annual General Meeting is also enclosed herewith. The form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.gwpaholdings.com).

Please refer to page 1 of this circular for measures being taken at the Annual General Meeting to try to prevent and control the spread of COVID-19.

Whether or not you intend to attend and vote at the Annual General Meeting in person, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deliver, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 10:00 a.m. on Monday, 14 June 2021 (or if the Annual General Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Annual General Meeting). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish and in such event the form of proxy shall be deemed to be revoked.

In case of any inconsistency between the English version and the Chinese version of this circular, the English version shall prevail.

  • For identification purpose only

11 May 2021

CONTENTS

Page

Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . .

1

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

2

Letter from the Board

1.

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

4

2.

Proposed Granting of the Issuance Mandate and its Extension . . . . . . . . .

5

3.

Proposed Granting of the Share Buy-back Mandate . . . . . . . . . . . . . . . . .

5

4.

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

6

5.

Proposed Appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

6. Annual General Meeting, Proxy Arrangement and Closure of Register of

Members

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

7.

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

10

8.

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

Appendix I

-

Details of the Retiring Directors Proposed to be Re-elected

at the Annual General Meeting . . . . . . . . . . . . . . . . . . . .

11

Appendix II

-

Explanatory Statement on the Share Buy-back Mandate . .

15

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

19

Accompanying document - Form of Proxy

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic and 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:

  1. Shareholders are requested not to attend the Annual General Meeting if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with any person who has contracted or is suspected to have contracted COVID-19.
  2. Compulsory body temperature checks will be conducted on every attending 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 may be denied entry into, or be requested to leave, the Annual General Meeting venue.
  3. All attendees are requested to wear surgical face masks inside the Annual General Meeting venue at all times, and to maintain a safe distance between each other where possible.
  4. To the extent permitted under applicable laws and regulations, any person who does not comply with the measures above may be denied entry into, or be required to leave, the venue of the Annual General Meeting.
  5. No refreshments will be served, and there will be no corporate gifts, at the Annual General Meeting.

In the interest of all stakeholders' health and safety and consistent with the guidelines on prevention and control of COVID-19 pandemic, 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 completing and signing the form of proxy with voting instructions inserted, Shareholders may appoint the Chairman of the Annual General Meeting as proxy to attend and vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting or any adjourned meeting in person.

The form of proxy for use in connection with the Annual General Meeting is enclosed with this circular. The form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.gwpaholdings.com). 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.

- 1 -

DEFINITIONS

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

"AGM Notice"

the notice convening the Annual General Meeting set out

on pages 19 to 23 of this circular;

"Annual General Meeting"

the annual general meeting of the Company to be held at

Niccolo Room 7-8, Level 25, The Murray Hong Kong, 22

Cotton Tree Drive, Central, Hong Kong on Wednesday,

16 June 2021 at 10:00 a.m. for the purpose of considering

and, if thought fit, approving, inter alia, the proposed

resolutions contained in the AGM Notice, or any

adjournment thereof;

"Board"

the board of Directors of the Company;

"Bye-Laws"

the Bye-Laws of the Company, as amended from time to

time;

"Company"

Great Wall Pan Asia Holdings Limited (長城環亞控股有

限公司)*, an exempted company incorporated in

Bermuda with limited liability, the issued Shares of

which are listed on the Main Board of the Stock

Exchange (Stock Code: 583);

"Director(s)"

(a) director(s) of the Company;

"Great Wall International"

China Great Wall AMC (International) Holdings

Company Limited 中國長城資產(國際)控股有限公司, a

company incorporated under the laws of Hong Kong with

limited liability and a controlling Shareholder of the

Company;

"Group"

the Company and its subsidiaries from time to time;

"GWAMCC"

China Great Wall Asset Management Co., Ltd., a

financial conglomerate engaged in a broad range of

integrated financial services and an ultimate controlling

Shareholder of the Company;

"HK$"

Hong Kong dollar, the lawful currency of Hong Kong;

  • For identification purpose only

- 2 -

DEFINITIONS

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China;

"Issuance Mandate"

as defined in paragraph 2 of the Letter from the Board in

this circular;

"Latest Practicable Date"

5 May 2021, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining

certain information for inclusion in this circular;

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange;

"Memorandum of Association

the Memorandum of Association and Bye-Laws of the

and Bye-Laws"

Company, as amended from time to time;

"Model Code"

the Model Code for Securities Transactions by Directors

of Listed Issuers set out in Appendix 10 of the Listing

Rules;

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong) (as amended, supplemented or

otherwise modified from time to time);

"Share(s)"

ordinary share(s) of HK$0.10 each in the capital of the

Company;

"Share Buy-back Mandate"

as defined in paragraph 3 of the Letter from the Board in

this circular;

"Shareholder(s)"

holder(s) of Share(s) from time to time;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Takeovers Code"

The Code on Takeovers and Mergers issued by the

Securities and Futures Commission of Hong Kong; and

"%"

per cent.

- 3 -

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Great Wall Pan Asia Holdings Limited published this content on 10 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 09:13:07 UTC.