HUAXI HOLDINGS COMPANY 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 you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, company secretary, professional accountant or other professional adviser.
If you have sold or transferred all of your shares in Huaxi Holdings Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer 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.
HUAXI HOLDINGS COMPANY LIMITED
華禧控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01689)
PROPOSAL FOR GENERAL MANDATES
TO ISSUE SHARES AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Huaxi Holdings Company Limited to be held at Room Unicorn and Phoenix, Basement Two, The Charterhouse Causeway Bay, 209-219 Wanchai Road, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. is set out on pages 13 to 17 of this circular of the Company.
Whether or not you are able or do not intend to attend the AGM in person but wish to exercise your right as a Shareholder, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than forty eight (48) hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned thereof 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:
- compulsory temperature checks
- attendees are required to wear surgical masks throughout the meeting and maintain proper distance between seats
- no distribution of corporate gift and provision of refreshment
- submission of personal information form, which may be used for contact tracing, if required.
Any person who does not comply with the precautionary measures will not be admitted to the AGM. The Company would like to remind the Shareholders, in particular those who are unwell or subject to quarantine in relation to COVID-19, that physical attendance in person at the AGM is not necessary for the purpose of exercising their voting rights and recommends Shareholders that they may appoint the chairman of the AGM as a proxy to vote on the relevant resolution(s) to be proposed at the AGM instead of attending the AGM.
27 April 2021
CONTENTS
page | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
APPENDIX I - REPURCHASE MANDATE EXPLANATORY STATEMENT . . . | 8 |
APPENDIX II - PARTICULARS OF DIRECTORS TO BE | |
RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 11 |
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 13 |
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DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context otherwise requires:
''AGM''
''AGM Notice''
''Articles'' ''associates'' ''Board'' ''Company''
''connected person(s)'' ''Director(s)'' ''Extension Mandate''
''Group'' ''HK$'' ''Hong Kong''
''Issue Mandate''
''Latest Practicable Date''
''Listing Rules''
DEFINITIONS
''Memorandum''
''Repurchase Mandate''
''SFO''
''Share(s)''
''Shareholder(s)'' ''Stock Exchange'' ''Takeovers Code'' ''%''
the memorandum of association of the Company;
a general and unconditional mandate to the Directors to exercise all the powers of the Company to repurchase Shares not exceeding 10% of the aggregate number of the Share of the Company in issue on the date of passing of the relevant resolution;
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (as amended, supplemented or otherwise modified from time to time);
ordinary share(s) of HK$0.005 each in the share capital of the Company;
holder(s) of (a) Share(s);
The Stock Exchange of Hong Kong Limited;
The Hong Kong Codes on Takeovers and Mergers;
per cent.
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LETTER FROM THE BOARD
HUAXI HOLDINGS COMPANY LIMITED
華禧控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01689)
Executive Directors: | Registered Office: |
Mr. Zheng Andy Yi Sheng | Windward 3, Regatta Office Park, |
(Chairman and Chief Executive Officer) | P.O. Box 1350 |
Mr. Zheng Minsheng | Grand Cayman |
KY1-1108 Cayman Islands | |
Non-Executive Directors: | |
Mr. Hao Jiming | Principal Place of Business in |
Hong Kong: | |
Independent Non-Executive Directors: | Unit 1906-07, 19th Floor, Cosco Tower |
Mr. Lau Kwok Hung | Grand Millennium Plaza |
Mr. Fok Po Tin | 183 Queen's Road Central |
Mr. Cai Xiaowen | Central |
Hong Kong | |
27 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSAL FOR GENERAL MANDATES
TO ISSUE SHARES AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you notice of AGM and provide you with information in respect of the proposals relating to (i) the granting of the Issue Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the granting of the Extension Mandate to the Directors; (iv) the re-election of Directors; and (v) the proposed final dividend.
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LETTER FROM THE BOARD
PROPOSED FINAL DIVIDEND
On 30 March, 2021, the Board recommended the payment of a final dividend of HK4.00 cents per Share for the year ended 31 December, 2020 (the ''Final Dividend''). The Final Dividend is subject to the approval by the Shareholders at the AGM and will be paid on or about 25 June, 2021 to the Shareholders whose names appear on the register of members of the Company on Wednesday, 16 June, 2021. The register of members will be closed on 11 June, 2021 for the purpose of determining shareholders who qualify for the proposed Final Dividend. In order to qualify for the proposed Final Dividend, all transfers accompanied by the relevant share certificate must be lodged with the Company's share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 10 June 2021.
GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE
At the annual general meeting of the Company held on 29 May 2020, the ordinary resolutions were passed to grant general mandates, authorising the Directors (i) to allot, issue and deal with up to 140,286,000 new Shares, representing 20% of the aggregate number of Shares in issue as at 29 May 2020; (ii) to repurchase Shares up to a maximum of 10% of the aggregate number of Shares in issue as at 29 May 2020; and (iii) to extend the general mandate to increase the number of Shares to be issued and allotted by additional number representing such number of Shares repurchased.
The above general mandates will lapse at the conclusion of the forthcoming AGM. In order to provide continual flexibility to the Directors, the following resolutions (among other matters) will be proposed at the AGM:
- to grant the Issue Mandate to the Directors, i.e. to exercise all the powers of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the aggregate number of Shares in issue on the date of passing of such resolution;
- to grant the Repurchase Mandate to the Directors, i.e. to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate number of Shares in issue on the date of passing of such resolution; and
- to grant the Extension Mandate to the Directors, i.e. to extend the aggregate number of Shares to be issued, allotted and dealt with under the Issue Mandate by adding the aggregate number of Shares repurchased under the Repurchase Mandate.
As at the Latest Practicable Date, the Company had an aggregate of 701,430,000 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Issue Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Issue Mandate (if approved by the Shareholders at the AGM) to issue up to a maximum of 140,286,000 new Shares.
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LETTER FROM THE BOARD
Further, subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the AGM, the Company would allowed under the Repurchase Mandate (if approved by the Shareholders at the AGM) to repurchase up to a maximum of 70,143,000 Shares.
Each of the Issue Mandate and Repurchase Mandate, if approved, will continue in force until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the AGM; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any other applicable laws of the Cayman Islands to be held; or (iii) the revocation and variation of the authority given under such resolution by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company following the AGM.
Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution for the grant of the Repurchase Mandate to the Directors. The explanatory statement required by the Listing Rules is set out in Appendix I to this circular.
RE-ELECTION OF RETIRING DIRECTORS
Pursuant to article 108(a) of the Articles of Association and to comply with the code provision A.4.2 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. Pursuant to article 84(2) of the Articles of Association, a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the AGM at which he retires.
Accordingly, Mr. Zheng Minsheng and Mr. Hao Jiming shall retire from office at the AGM. Mr. Zheng Minsheng and Mr. Hao Jiming being eligible for re-election, will offer themselves for re-election at the AGM.
The Nomination Committee has reviewed the Board's composition, the respective qualifications, skills and experience, time commitment and contrition of Mr. Zheng Minsheng and Hao Jiming. With reference to the Nomination and the Board Diversity Policy, the Nomination Committee has recommended to the Board on re-election of Mr. Zheng Minsheng and Mr. Hao Jiming who are due to retire at the AGM.
Particulars of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
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LETTER FROM THE BOARD
ANNUAL GENERAL MEETING
The Notice of AGM is set out on pages 13 to 17 of this circular. At the AGM, ordinary resolutions will be proposed to approve, inter alia, (i) the grant of Issue Mandate; (ii) the grant of the Repurchase Mandate; (iii) the grant of extension Mandate; (iv) the re-election of Directors; and (v) the proposed final dividend.
A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you intend to present at the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than forty-eight (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 the Shareholders from attending and voting in person at the AGM or any adjourned meeting should you so wish.
VOTING BY POLL
In compliance with the Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll save that the chairman of the meeting may in good faith allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolutions will be put to vote by way of poll at the AGM. The Company will appoint scrutineers to handle vote taking procedures at the AGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible after the AGM in accordance with Rule 13.39(5) of the Listing Rules.
RECOMMENDATION
The Directors consider that the proposed resolutions set out in the notice of AGM, for the proposals for the granting of Issue Mandate, Repurchase Mandate, Extension Mandate and re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of all the ordinary resolutions to be proposed at the AGM.
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 enquires, 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.
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LETTER FROM THE BOARD
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendix I (Repurchase Mandate Explanatory Statement) and Appendix II (Particulars of Directors to be re-elected at the AGM) to this circular.
By Order of the Board
Huaxi Holdings Company Limited
Zheng Andy Yi Sheng
Chairman
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APPENDIX I REPURCHASE MANDATE EXPLANATORY STATEMENT
This appendix serves as an explanatory statement as required under the Listing Rules to provide the requisite information to you for consideration of the Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the authorised share capital of the Company was HK$20,000,000 divided into 4,000,000,000 Shares, among which an aggregate of 701,430,000 Shares were issued and fully paid-up. Subject to the passing of the ordinary resolution of the Repurchase Mandate at the AGM and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed to repurchase a maximum of 70,143,000 Shares during the period which the Repurchase Mandate remains in force.
REASONS FOR SHARE REPURCHASES
The Directors believe that the proposed grant of the Repurchase Mandate is in the interests of the Company and its Shareholders as a whole. The Repurchase Mandate will give the Company the flexibility to repurchase Shares as and when appropriate. 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 its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders as a whole.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase Shares in circumstances where they consider that the repurchase would be in the best interest of the Company and its Shareholders as a whole.
FUNDING AND IMPACT OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such repurchase in accordance with the Memorandum of Association, the Articles of Association, the Listing Rules, the laws of the Cayman Islands and other applicable laws. Repurchases pursuant to the Repurchase Mandate will be made out of funds of the Company legally permitted to be utilised in this connection, including the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of Shares made for such purpose.
DIRECTORS' UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Memorandum and Articles, the Listing Rules and the applicable laws of the Cayman Islands.
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APPENDIX I REPURCHASE MANDATE EXPLANATORY STATEMENT
DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the proposed Repurchase Mandate approved by the Shareholders.
No other connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the shareholder.
EFFECT OF THE TAKEOVERS CODE
If on the exercise of the power to repurchase shares pursuant to the Share Repurchase Mandate, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Takeovers Code. As a result, a Shareholder or a 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.
As at the Latest Practicable Date and insofar the Directors are aware of, the controlling Shareholders were (i) SXD Limited (''SXD'') which owned 450,000,000 Shares (approximately 64.15% of the issued share capital of the Company); and (ii) Mr. Zheng Andy Yi Sheng (''Mr. Zheng''), the chairman and executive Director of the Company, who owned the entire issued share capital of SXD. In the event that the Repurchase Mandate was exercised in full, (i) the interest of SXD and Mr. Zheng in the Company will be increased from approximately 64.15% to approximately 71.28%. On the basis of the aforesaid increase of shareholding, the Directors are not aware of any consequences of such repurchase of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under the Takeovers Code.
The Company has no intention to exercise the Repurchase Mandate to such extent that it would give rise to an obligation to make a mandatory offer under the Takeovers Code or result in the amount of shares held by the public being reduced to less than 25% of the issued share capital of the Company.
SHARES PURCHASE
The Company had not purchased any of Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
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APPENDIX I REPURCHASE MANDATE EXPLANATORY STATEMENT
SHARE PRICES
The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the last thirteen months prior to the issue of this circular.
Highest | Lowest | |
trade price | trade price | |
HK$ | HK$ | |
2020 | ||
March | 2.03 | 1.97 |
April | 1.95 | 1.77 |
May | 1.89 | 1.67 |
June | 1.85 | 1.73 |
July | 1.82 | 1.67 |
August | 1.91 | 1.69 |
September | 1.77 | 1.58 |
October | 2.30 | 1.65 |
November | 2.56 | 2.08 |
December | 2.41 | 2.20 |
2021 | ||
January | 2.39 | 2.18 |
February | 2.29 | 2.14 |
March | 2.68 | 2.20 |
April (up to the Latest Practicable Date) | 2.74 | 2.63 |
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APPENDIX II PARTICULARS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Stated below are the particulars of Directors who will be eligible for re-election at the AGM:
Mr. ZHENG Minsheng
Mr. ZHENG Minsheng (''Mr. Zheng''), aged 57, was appointed as an executive Director on 24 July 2013 and is the deputy general manager of our Group. He is also a member of the Corporate Governance Committee. Mr. Zheng has over 20 years of experience in the packaging material industry. Since 1992, he has been a director and deputy general manager of Shantou Xinda Colour Printing & Packaging Material Company Limited and is responsible for procurement of raw materials, production management and quality control. Mr. Zheng is the younger brother of Mr. Zheng Andy Yi Sheng, an executive Director, chairman of the Board and chief executive officer of the Company.
Save as disclosed above, Mr. Zheng does not hold any directorship in other public companies which are listed on any securities market in Hong Kong or overseas in the last three years preceding the date of this circular nor was there any other information required to be disclosed pursuant to the requirement of Rule 13.51(2) of the Listing Rule.
As at the Latest Practicable Date, Mr. Zheng was interested in 1,200,000 Shares within the meaning of Part XV of the SFO, representing approximately 0.17% of the issued share capital of the Company. Saved as disclosed above, Mr. Zheng does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.
Mr. Zheng has entered into a service agreement with the Company for a term of three years commencing from 6 December 2019 subject to the early termination provisions contained therein. Mr. Zheng is entitled to receive an annual remuneration of HK$400,000 per annum as determined and based on duties and responsibilities for acting as a chairman and executive Director and is subject to review from time to time by the Remuneration Committee of the Company.
Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II PARTICULARS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Mr. HAO Jiming
Mr. HAO Jiming (''Mr. Hao''), aged 75, was appointed as a non-executive Director on 15 April 2019. Mr. Hao graduated from Civil Engineering Department of Tsinghua University in 1970, majoring in water supply and sewage engineering. He obtained a master degree in engineering from Tsinghua University in 1981. In 1984, Mr. Hao obtained a doctorate degree in Civil and Environmental Engineering Department from the University of Cincinnati, the United States of America. Mr. Hao was elected as a member of the Chinese Academy of Engineering in 2005 and a foreign member of National Academy of Engineering of the United States America in 2018. Since 1970, Mr. Hao had been working at Tsinghua University as lecturer, professor and the dean of the Environment Science and Engineering Department in 1999. Mr. Hao has was an independent director of Keda Clean Energy Co., Ltd. (廣東科達潔 能股份有限公司) (a company listed on the Shanghai Stock Exchange, stock code: 600499) from August 2015 to June 2020.
Save as disclosed above, Mr. Hao is not hold any directorship in other public companies which are listed on any securities market in Hong Kong or overseas in the last three years preceding the date of this circular nor was there any other information required to be disclosed pursuant to the requirement of Rule 13.51(2) of the Listing Rule.
As at the Latest Practicable Date, Mr. Hao does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO and is not related to any Directors, senior management, or substantial or controlling shareholders of the Company.
There is a letter of appointment entered into between Mr. Hao and the Company on 15 April 2019 for a term of three years, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles. He is entitled to a director emolument of HK$120,000 per annum as determined and based on duties and responsibilities for acting as a non-Executive Director and is subject to review from time to time by the Remuneration Committee of the Company.
Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
HUAXI HOLDINGS COMPANY LIMITED
華禧控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01689)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (''AGM'') of Huaxi Holdings Company Limited (the ''Company'') will be held at Room Unicorn and Phoenix, Basement Two, The Charterhouse Causeway Bay, 209-219 Wanchai Road, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. for the following purposes:
Ordinary Business
- To consider and adopt the audited consolidated financial statements for the year ended 31 December 2020.
- To declare a final dividend of HK$4.00 cents per share for the year ended 31 December 2020.
- To re-elect the retiring Directors and to authorise the board of Directors (the ''Board'') to fix the their remuneration.
- To re-appoint PricewaterhouseCoopers as the Auditors and to authorise the Board to fix their remuneration.
Special Business
As special business, to consider, and if thought fit, to pass with or without modifications the following resolutions as ordinary resolution:
5. ''THAT:
- subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing Securities of The Stock Exchange of Hong Kong Limited. (the ''Listing Rules'') the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with ordinary shares of HK$0.005 each in the capital of the Company (the ''Shares'') to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares, or options, similar rights to subscribe for any Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
- the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such power after the end of the Relevant Period;
- the aggregate number of the Shares allotted, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given under paragraph (a) of this resolution, otherwise than pursuant to:
- a Rights Issue (as hereinafter defined);
- the exercise of the subscription or conversion rights attaching to any warrants, bonds, notes or any other securities issued by the Company which are convertible into Shares;
- the exercise of options granted by the Company under any share option scheme or similar arrangement for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person (if any) of Shares or rights to acquire Shares; or
- any scrip dividend or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the Articles of Association of the Company;
shall not exceed 20 per cent. of the aggregate number of Shares of the Company in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly;
- subject to the passing of each of the paragraphs (a), (b) and (c) of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and
- of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
- for the purpose of this resolution:
''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of the Cayman Islands to be held; or
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NOTICE OF ANNUAL GENERAL MEETING
- the revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders in general meeting;
and
''Rights Issue'', means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).''
6. ''THAT:
- subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to repurchase issued Shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the securities of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange (as amended from time to time), be and is hereby generally and unconditionally approved;
- the aggregate number of Shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10 per cent. of the aggregate number of Shares in issue as at the date of passing of this resolution;
- subject to the passing of each of the paragraphs (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
-
for the purpose of this resolution:
''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of the Cayman Islands to be held; and
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NOTICE OF ANNUAL GENERAL MEETING
- the revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders in general meeting.''
7. ''THAT conditional upon the passing of resolutions no. 5 and no. 6 set out in the notice convening the AGM, the aggregate number of Shares which are repurchased by the Company under the authority granted to the Directors as mentioned in the said resolution no. 6 shall be added to the aggregate number of Shares that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in the said resolution no.5.''
By order of the Board
Huaxi Holdings Company Limited
Zheng Andy Yi Sheng
Chairman
Hong Kong 27 April 2021
Head office and Principal place of business in Hong Kong
Unit 1906-07 Cosco Tower
183 Queen's Road Central Central
Hong Kong
Registered office
Windward 3, Regatta Office Park,
P.O. Box 1350
Grand Cayman
KY1-1108
Cayman Islands
Notes:
- Any shareholder of the Company (the ''Shareholder(s)'') entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder.
- Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).
- Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the AGM and in such event, the form of proxy shall be deemed to be revoked.
- Where there are joint Shareholders, any one of such joint Shareholder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the above meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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NOTICE OF ANNUAL GENERAL MEETING
- The form of proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered 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, Hong Kong not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.
- The register of members of the Company will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021 (both days inclusive), for the purpose of determining Shareholders' entitlement to attend and vote at the AGM, during which day no transfers of shares will be registered. In order to eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar Computershare Hong Kong Investor Services Limited at 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 24 May 2021.
The register of members of the Company will also be closed from Friday, 11 June 2021 to Wednesday, 16 June 2021 (both days inclusive), for the purpose of determining Shareholders' entitlement to qualify for the final dividend, all transfer documents should be lodged for registration with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 10 June 2021. - If Typhoon Signal No. 8 or above, or a ''black'' rainstorm warning is in effect any time after 3 hours before the time of the annual general meeting, the meeting will be postponed. The Company will publish an announcement on the websites of the Company and the Stock Exchange to notify shareholders of the Company of the date, time and venue of the rescheduled meeting.
- In order to prevent and control the spread of the COVID-19, the Company has adopted certain precautionary measures for the AGM, for details please refer to the precautionary measures for the AGM set out in the circular of the Company dated 27 April 2021. The Board strongly encourages the Shareholders not to physically attend the AGM, and the Board respectfully requests that, for the same reason, the Shareholders to appoint the chairman of the AGM as their proxy rather than a third party to attend and vote on their behalf at the AGM (or any adjournment thereof).
- The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
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Huaxi Holdings Company Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 09:00:01 UTC.
