KASEN INTERNATIONAL HOLDINGS LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Kasen International Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or other 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.
KASEN INTERNATIONAL HOLDINGS LIMITED
卡 森 國 際 控 股 有 限 公 司
(An exempted company incorporated in the Cayman Islands with limited liability)
(Stock Code: 496)
RENEWAL OF GENERAL MANDATES TO ISSUE
AND BUY BACK SHARES;
RE-ELECTION OF DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Kasen International Holdings Limited to be held at Building 1, 236 Haizhou Road West, Haining City, Zhejiang Province, China on Monday, May 31, 2021 at 10:00 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for use in connection with the AGM is enclosed herewith. Whether or not you are able to attend, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar and transfer office of the Company, 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 Saturday, May 29, 2021, or not less than 48 hours before the time of the time fixed for any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish. If you attend and vote at the meeting, the authority of your proxy will be revoked.
April 27, 2021
CONTENTS | |||
Page | |||
Definitions . . | . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
Appendix I | - | Explanatory statement on the Share Buy-back Mandate . . . . . . . . . . . . | 8 |
Appendix II | - | Biographical details of Directors proposed to be re-elected | |
at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 12 | ||
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 17 |
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
"2005 Share Option Scheme"
"2015 Share Option Scheme"
"Articles"
"AGM"
the share option scheme of the Company adopted on October 20, 2005
the share option scheme of the Company adopted on May 29, 2015
the articles of association of the Company as amended from time to time
the annual general meeting of the Company to be held at Building 1, 236 Haizhou Road West, Haining City, Zhejiang Province, China on Monday, May 31, 2021 at 10:00 a.m., or any adjournment thereof, for the purpose of considering and if thought fit, approving, among others, the resolutions proposed and set out in the AGM Notice
"AGM Notice"
"Board"
"Code"
"Company"
the notice convening the AGM set out on pages 17 to 21 of this circular
the board of Directors
the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong
Kasen International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange
"Director(s)"
"General Mandate"
the director(s) of the Company
the general and unconditional mandate to be granted to the Directors to allot, issue, and otherwise deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolution
"Group" | the Company and its subsidiaries |
- 1 -
DEFINITIONS
"HK$"
"Hong Kong"
"Latest Practicable Date"
"Law"
"Listing Rules"
"Option(s)"
"PRC"
"Share(s)"
"Share Buy-back Mandate"
"Share Option Schemes"
"Shareholder(s)"
"Stock Exchange"
"subsidiary"
"US$"
"%"
Hong Kong dollar, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the PRC
April 16, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands
the Rules Governing the Listing of Securities on the Stock Exchange
option(s) to subscribe for Shares pursuant to the Share Option Schemes
the People's Republic of China
the share(s) of US$0.00015 each in the capital of the Company
the general and unconditional mandate to be granted to the Directors to exercise the power of the Company to buy back Shares not exceeding 10% of the total number of issued Shares as at the date of passing the relevant resolution
the 2005 Share Option Scheme and the 2015 Share Option Scheme
the holder(s) of the Share(s)
The Stock Exchange of Hong Kong Limited
a company which is, for the time being and from time to time, a subsidiary (within the meaning of section 15 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended from time to time) of the Company
United States dollars, the lawful currency of United States
per cent.
- 2 -
LETTER FROM THE BOARD
KASEN INTERNATIONAL HOLDINGS LIMITED
卡 森 國 際 控 股 有 限 公 司
(An exempted company incorporated in the Cayman Islands with limited liability)
(Stock Code: 496)
Executive Directors: | Registered office: |
ZHU Zhangjin, Kasen (Chairman) | Cricket Square |
ZHOU Xiaohong | Hutchins Drive |
ZHU Ruijun (Chief Executive Officer) | P.O. Box 2681 |
Independent non-executive Directors: | Grand Cayman |
KY1-1111 | |
DU Haibo | |
Cayman Islands | |
ZHOU Lingqiang | |
ZHANG Yuchuan | Head office: |
Building 1, | |
236 Haizhou Road West | |
Haining City | |
Zhejiang Province 314400 | |
China | |
Principal place of business | |
in Hong Kong: | |
Unit 1111, 11/F | |
COSCO Tower | |
183 Queen's Road Central | |
Hong Kong | |
April 27, 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
RENEWAL OF GENERAL MANDATES TO ISSUE
AND BUY BACK SHARES;
RE-ELECTION OF DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you notice of the AGM and to provide you with information regarding certain resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.
- 3 -
LETTER FROM THE BOARD
At the AGM, resolutions, amongst others, will be proposed for the Shareholders to approve
- the renewal of the General Mandate and the Share Buy-back Mandate; (ii) the extension of the General Mandate to include Shares bought back pursuant to the Share Buy-back Mandate; and (iii) the re-election of Directors.
RENEWAL OF GENERAL MANDATE TO ISSUE AND BUYBACK SHARES
At the annual general meeting of the Company held on June 15, 2020, resolutions were passed granting general mandates to the Directors (i) to allot and issue Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolution; and (ii) to buy back Shares not exceeding 10% of the total number of issued Shares as at the date of passing of the relevant resolution. Such general mandates will expire at the conclusion of the forthcoming AGM.
At the AGM, separate ordinary resolutions will be proposed:
- to grant the General Mandate to the Directors to exercise the powers of the Company to allot and issue Shares of a total number not exceeding 20% of the total number of issued Shares at the date of passing the resolution. The General Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. Based on 1,493,636,881 Shares in issue as at the Latest Practicable Date and assuming that none of the outstanding share options of the Company is exercised pursuant to the Share Option Schemes and no further Shares will be issued or bought back prior to the date of the AGM, the Directors will be authorised to issue up to 298,727,376 Shares under the General Mandate;
- to grant the Share Buy-back Mandate to the Directors to exercise all powers of the Company to buy back issued Shares subject to the criteria set out in this circular. Under such Share Buy-back Mandate, the maximum number of Shares that the Company may buy back shall not exceed 10% of the total number of issued Shares as at the date of passing the resolution. As at the Latest Practicable Date, the total number of Shares in issue was 1,493,636,881 Shares. Subject to the passing of the proposed ordinary resolution approving the granting of the Share Buy-back Mandate and on the basis that none of the outstanding share options of the Company is exercised pursuant to the Share Option Schemes and no further Shares are issued or bought back prior to the AGM, the Company would be allowed under the Share Buy- back Mandate to buy back a maximum of 149,363,688 Shares, being 10% of the total number of the issued Shares as at the date of passing of the resolution in relation thereof. The Share Buy-back Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and
- 4 -
LETTER FROM THE BOARD
- subject to the passing of the aforesaid ordinary resolutions of the General Mandate and the Share Buy-back Mandate, to extend the number of Shares to be issued and allotted under the General Mandate by an additional number representing such number of Shares bought back under the Share Buy-back Mandate.
In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution to renew the grant of the Share Buy-back Mandate at the AGM.
RE-ELECTION OF DIRECTORS
Pursuant to article 87 of the Articles, Ms. Zhou Xiaohong, Mr. Zhou Lingqiang and Mr. Zhang Yuchuan will retire from office as Directors by rotation at the AGM and being eligible, offer themselves for re-election as Directors at the AGM. At the AGM, ordinary resolutions will be proposed to re-elect Ms. Zhou Xiaohong as executive Director and Mr. Zhou Lingqiang and Mr. Zhang Yuchuan as independent non-executive Directors.
Each of Mr. Zhou Lingqiang and Mr. Zhang Yuchuan will be serving as an independent non- executive Director for nine years in June 2020 and March 2021 since their respective appointment on June 1, 2011 and March 1, 2012. Pursuant to Code Provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, (a) having served the Company for more than nine years could be relevant to the determination of an independent non-executive director's independence and (b) if an independent non-executive director has served more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders. Accordingly, the rotation and re-election of Mr. Zhou and Mr. Zhang shall be approved by Shareholders by way of separate resolutions at the AGM. Mr. Zhou has extensive experience in the tourism field. His participation in the Board bring independent judgments on issues relating to the Group's tourism-related operation and investment decision and other management matters. Mr. Zhang has extensive experience in international investment field. His participation in the Board bring independent judgments on issues relating to the Group's international business and investment decision and other management matters. The Board considered the re-election of each of Mr. Zhou and Mr. Zhang as an independent non-executive Director can safeguard the interests of the Shareholders. The Board has received from each of Mr. Zhou and Mr. Zhang a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules, and noted that Mr. Zhou and Mr. Zhang have not engaged in any executive management of the Group. Taking into consideration of their respective independent scope of works in the past years, the Directors consider Mr. Zhou and Mr. Zhang to be independent under the Listing Rules despite the fact that they will be serving the Company for more than nine years in June 2020 and March 2021 and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity, if each of Mr. Zhou and Mr. Zhang is re-elected at the AGM.
- 5 -
LETTER FROM THE BOARD
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid Independent Non-executive Directors who are due to retire at the AGM.
Particulars of the Directors proposed to be re-elected in the AGM are set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
The Company will convene the AGM at Building 1, 236 Haizhou Road West, Haining City, Zhejiang Province, China on Monday, May 31, 2021 at 10:00 a.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving, among others, the resolutions proposed and set out in the AGM Notice. The AGM Notice is set out on pages 17 to 21 of this circular.
A form of proxy for use in connection with the AGM is enclosed herewith. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible to the Company's Hong Kong branch share registrar in Hong Kong at Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong and in any event by no later than 10:00 a.m. on Saturday, May 29, 2021, or not less than 48 hours before the time appointed for the holding of the time fixed for any adjourned meeting (as the case may be). 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. If you attend and vote at the AGM, the authority of your proxy will be revoked. Pursuant to Rule 13.39(4) of the Listing Rules, voting by the Shareholders at the AGM will be by poll.
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 Group. 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.
- 6 -
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that (i) the renewal of the General Mandate and the Share Buy-back Mandate; (ii) the extension of the General Mandate to include Shares bought back pursuant to the Share Buy-back Mandate; and (iii) the re-election of Directors are in the best interests of the Company as well as its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of all the relevant resolutions set out in the AGM Notice.
As at the date hereof, the Board comprises Mr. Zhu Zhangjin, Ms. Zhou Xiaohong and Mr. Zhu Ruijun as executive Directors and Mr. Du Haibo, Mr. Zhang Yuchuan and Mr. Zhou Lingqiang as independent non-executive Directors.
Yours faithfully,
By Order of the Board
Zhu Zhangjin
Chairman
- 7 -
APPENDIX I | EXPLANATORY STATEMENT ON THE |
SHARE BUY-BACK MANDATE | |
This Appendix serves as an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM for approving the Share Buy-back Mandate.
1. LISTING RULES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy back their own shares on the Stock Exchange subject to certain restrictions.
2. SHAREHOLDERS' APPROVAL
The Listing Rules provide that all proposed buy-back of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution, either by way of a general mandate or by specific approval of a particular transaction and that the shares to be bought back must be fully paid up.
3. SOURCE OF FUNDS
Subject to the laws of Cayman Islands, the Company's memorandum of association and the Articles and, where applicable, the rules of any designated stock exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own Shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit. In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association, the Articles and the laws of the Cayman Islands. Under the Company's memorandum of association and the Articles, the Company is authorised to make payments in respect of the buy-back of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the laws of the Cayman Islands. Under such law, the Shares so bought back will be treated as cancelled but the aggregate amount of authorised share capital will not be reduced.
- 8 -
APPENDIX I | EXPLANATORY STATEMENT ON THE |
SHARE BUY-BACK MANDATE | |
4. SHARE CAPITAL
Assuming that none of the outstanding share options of the Company is exercised pursuant to the Share Option Schemes and no further Shares are issued or bought back during the period from the Latest Practicable Date to the date of the AGM, on the basis of 1,493,636,881 existing Shares in issue as at the Latest Practicable Date, the exercise of the Share Buy-back Mandate in full could result in up to 149,363,688 Shares being bought back by the Company, being 10% of the total number of issued Shares. The Share Buy-back Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.
5. REASONS FOR SHARE BUY-BACK
The Directors believe that it is in the best interests of the Company and its Shareholders to have general authority from the Shareholders to enable the Directors to buy back Shares on the Stock Exchange. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or the earning per Share and will only be made when the Directors believe that such buy-back will benefit the Company and its Shareholders.
The Directors have no present intention to buy-back any Shares and they would only exercise the power to buy back in circumstances where they consider that the buy-back would be in the best interests of the Company and in circumstances where they consider that the Shares can be bought back on terms favourable to the Company. The Directors consider that if the Share Buy- back Mandate were to be exercised in full at the currently prevailing market value, it could have a material adverse impact on the working capital position and gearing level of the Company, as compared with the position disclosed in its most recent published audited consolidated accounts for the year ended December 31, 2020. In such circumstances, the Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.
- 9 -
APPENDIX I | EXPLANATORY STATEMENT ON THE |
SHARE BUY-BACK MANDATE | |
6. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the proposal is approved by the Shareholders, to sell their Shares to the Company or its subsidiaries under the Share Buy-back Mandate. No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell his/her/its Shares to the Company or its subsidiaries nor has he/she/it undertaken not to sell any of his/her/its Shares held by him/her/it to the Company or its subsidiaries in the event that the Share Buy-back Mandate is granted by the Shareholders.
7. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-backs pursuant to the Share Buy-back Mandate and in accordance with the Listing Rules, the Articles and all applicable laws of the Cayman Islands.
8. EFFECT OF THE CODE
A buy-back of Shares by the Company may result in an increase in the proportionate interests of Shareholders in the voting rights of the Company, such increase will be treated as an acquisition for the purposes of the Code and which could give rise to an obligation by a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of its or their shareholding, to make a mandatory offer in accordance with Rule 26 of the Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Zhu Zhangjin, the chairman of the Company, as settlor, and together with persons acting in concert with him as beneficiaries of a family trust (a trust set up to hold interest of family of Mr. Zhu Zhangjin (excluding Mr. Zhu Zhangjin) in the Company), being the substantial shareholders of the Company, are collectively holding 568,005,113 Shares or approximately 38.03% of the total number of issued Shares (including the 555,645,113 Shares or approximately 37.20% of the total number of issued Shares held by Joyview Enterprises Limited which in turn is wholly owned by the trustee of such family trust). In the event that the Directors exercise in full the Share Buy-back Mandate, the attributable shareholding of Mr. Zhu Zhangjin and persons acting in concert with him in the Company would be increased to approximately 42.25% of the total number of the issued Shares and such increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Code. The Directors currently have no intention to exercise the Share Buy-back Mandate to such extent that would trigger a mandatory offer by any Shareholder under Rule 26 of the Code or result in the amount of Shares held by the public being reduced to less than 25% of the total number of issued Shares.
- 10 -
APPENDIX I | EXPLANATORY STATEMENT ON THE |
SHARE BUY-BACK MANDATE | |
9. SHARE PRICES
The highest and lowest traded prices for the Shares on the Stock Exchange during each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:
Price per share | ||
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
April | 1.5900 | 1.1500 |
May | 1.2900 | 0.8800 |
June | 1.1200 | 0.8000 |
July | 1.3500 | 0.9600 |
August | 1.0800 | 0.9000 |
September | 1.0100 | 0.7200 |
October | 0.8000 | 0.6700 |
November | 0.8600 | 0.7100 |
December | 0.8100 | 0.6900 |
2021 | ||
January | 1.2200 | 0.7100 |
February | 2.6800 | 0.9400 |
March | 2.0700 | 0.8900 |
April (up to the Latest Practicable Date) | 1.1000 | 0.9200 |
10. SHARE BUY-BACKS MADE BY THE COMPANY
During the previous six months preceding the Latest Practicable Date, no buy-back of Shares had been made by the Company on the Stock Exchange or otherwise.
- 11 -
APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Set out below are the biographical details of the Directors who will retire from office at, or hold office until, the AGM and are proposed to be re-elected at the AGM.
DIRECTORS TO BE RE-ELECTED
ZHOU XIAOHONG（周小紅）
Ms. Zhou Xiaohong（周小紅）, aged 52, joined the Group in 1995 as the cashier, treasury manager, vice president and the chief financial officer of the Group. Ms. Zhou is currently the vice president of the Group in charge of the treasury operation and information centre. Ms. Zhou was appointed as an executive Director with effect from June 30, 2017. Ms. Zhou obtained a diploma in management from China University of Geosciences in 2003.
Ms. Zhou is also a director of Zhejiang Kasen Industrial Group Co., Ltd. which is a subsidiary of the Company. Ms. Zhou is interested in 9,214,561 Shares and share options in respect of a total of 3,500,000 Shares granted under the Share Option Schemes within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Ms. Zhou has entered into a service contract with the Company for a fixed term of three years starting from June 30, 2020, and she is entitled to a director's fee of RMB280,000 per annum for her directorship in the Company, which is determined by the Board with reference to her duties and responsibilities as well as the prevailing market conditions.
As at the Latest Practicable Date, (i) Ms. Zhou does not, nor did she in the past three years, hold any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) she does not have any relationships with any directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iii) save as disclosed above, she does not hold other positions in the Company or its subsidiaries.
There is no other information relating to Ms. Zhou which is required to be disclosed pursuant to any of the requirements under Rules 13.51(2) of the Listing Rules. There are no other matters relating to Ms. Zhou that need to be brought to the attention of the Shareholders.
- 12 -
APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
ZHOU LINGQIANG（周玲強）
Mr. Zhou Lingqiang, aged 57, joined the Company as an independent non-executive Director on June 1, 2011. Mr. Zhou obtained a bachelor degree in economics from Hangzhou University in 1986, a master degree in economics from Hangzhou University in 1998 and a doctoral degree in management from Zhejiang University in 2005. Mr. Zhou has been working at Zhejiang University since 1986. Mr. Zhou is now the faculty dean of the Faculty of Tourism of Zhejiang University and the Head of the Tourism Research Institute of Zhejiang University. From 2006 to 2007, Mr. Zhou was appointed by the PRC government to serve as the vice president of the Faculty of Tourism and Foreign Language of University of Tibet. Apart from his professional career, Mr. Zhou serves as a member of the Consultant Committee for Master's Degree Education for National Tourism Management under the State Council Academic Degrees Committee, the vice president of the Education Branch of China Tourism Association, the vice president of Zhejiang Tourism Association, the vice president and secretary of Zhejiang Recreation Academy and executive member of the World Leisure Organisation, China branch. Mr. Zhou is also a committee member of the Zhejiang Tourism Standardisation of Technology Committee, Hangzhou Economic Zone Tourism Cooperation and Development Coordination Section, Hangzhou Government Decisionmaking Advisory Committee and Hangzhou Tourism Branding and Marketing Committee. Mr. Zhou has acted as the consultant in relation to the tourism-related matters in various districts in Zhejiang Province and has acted as a government consultant in various districts within the Tibet Autonomous Region.
Mr. Zhou will be serving as an independent non-executive Director for nine years in June 2020 since his appointment on June 1, 2011. Pursuant to code provision A.4.3 of the CG Code, if an independent non-executive director has served the Company for more than nine years, his/her appointment could be relevant to the determination of his/her independence, and his/her further appointment should be subject to a separate resolution to be approved by shareholders. Accordingly, the rotation and re-election of Mr. Zhou shall be approved by shareholders by way of separate resolution at the annual general meeting of the Company. Mr. Zhou has extensive experience in tourism field. His participation in the Board bring independent judgments on issues relating to the Group's tourism-related operation and investment decision and other management matters. The Board considered the re-election of Mr. Zhou as an independent non-executive Director can safeguard the interests of the Shareholders. The Board has received from Mr. Zhou a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules, and noted that Mr. Zhou has not engaged in any executive management of the Group. Taking into consideration his independent scope of works in the past years, the Directors consider Mr. Zhou to be independent under the Listing Rules despite the fact that he will be serving the Company for more than nine years in June 2020, and his background especially his extensive experience in the tourism field would complement and enhance the diversity of the Board.
- 13 -
APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Zhou will retire as an independent non-executive Director, being eligible, offer himself for re-election by way of a separate resolution at the Annual General Meeting.
Saved as disclosed herein, Mr. Zhou held no other directorships in any listed public companies in the last three years. Mr. Zhou does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Zhou did not have interests in any shares or underlying shares of the Company, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). Saved as disclosed above, as at the Latest Practicable Date, Mr. Zhou did not hold other positions in the Company or its subsidiaries.
Mr. Zhou entered into a service contract with the Company for a term of three years from January 1, 2021 and he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The remuneration of Mr. Zhou, which was determined based on his qualification and experience, responsibilities undertaken, contribution to the Group, and the prevailing market level of remuneration for independent non- executive Directors, is at the rate of HK$180,000 per annum payable in arrears at the end of each quarter. Mr. Zhou is entitled to 12 months of emoluments each year. A discretionary bonus may be decided by the Board based on Mr. Zhou's performance and service for each year of his service, provided that the total amount of bonus payable to him for such year shall not exceed 10% of the audited consolidated profit after taxation but before extraordinary items of the Group (if any) for the relevant year.
There is no information which is required to be disclosed pursuant to Rule 13.51(2)(h) to
- of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders.
- 14 -
APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
ZHANG YUCHUAN（張玉川）
Mr. Zhang Yuchuan, aged 62, joined the Company as an independent non-executive Director on March 1, 2012. Mr. Zhang obtained a bachelor degree in information management from The School of Information Management, Wuhan University in 1982. From 1982 to 1985, Mr. Zhang worked at the Ministry of Education. From 1985 to 1986, he served as a finance journalist of the China Economic Press. From 1986 to 1987, Mr. Zhang served as an assistant researcher at the China Association for Science and Technology. From 1988 to 1994, Mr. Zhang served as the division chief of The Development Research Centre of the State Council and was later appointed as the deputy chief executive of the centre in 1994 till 2002. Since 1998 up to present, Mr. Zhang has been serving as the director of the Beijing Owen Institute of Public Affairs, responsible for finance public affairs related matters. From 2001 to 2006, Mr. Zhang served as an independent director of Hubei Guangji Pharmaceutical Co., Ltd. From 2001 to 2008, Mr. Zhang served as an independent non-executive director of Shenzhen Mingwah Aohan High Technology Corporation Limited, a company listed on The Stock Exchange of Hong Kong Limited (Stock Code: 8301). From 2019 to 2020, Mr. Zhang also served as an independent non-executive director of Huaxun Fangzhou Co. Ltd., a company listed on the Shenzhen Stock Exchange. Apart from his professional career, Mr. Zhang also serves as the vice chairman of China Electronic Commerce Association.
Mr. Zhang will be serving as an independent non-executive Director for nine years in March 2021 since his appointment on March 1, 2012. Pursuant to code provision A.4.3 of the CG Code, if an independent non-executive director has served the Company for more than nine years, his/ her appointment could be relevant to the determination of his/her independence, and his/her further appointment should be subject to a separate resolution to be approved by shareholders. Accordingly, the rotation and re-election of Mr. Zhang shall be approved by shareholders by way of separate resolution at the annual general meeting of the Company. Mr. Zhang has extensive experience in international investment field. His participations in the Board bring independent judgments on issues relating to the Group's international business and investment decision and other management matters. The Board considered the re-election of Mr. Zhang as an independent non-executive Director can safeguard the interests of the Shareholders. The Board has received from Mr. Zhang a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules, and noted that Mr. Zhang has not engaged in any executive management of the Group. Taking into consideration his independent scope of works in the past years, the Directors consider Mr. Zhang to be independent under the Listing Rules despite the fact that he will be serving the Company for more than nine years in March 2021, and his background especially his extensive experience in international investment would complement and enhance the diversity of the Board.
- 15 -
APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Zhang will retire as an independent non-executive Director, being eligible, offer himself for re-election by way of a separate resolution at the Annual General Meeting.
Saved as disclosed herein, Mr. Zhang held no other directorships in any listed public companies in the last three years. Mr. Zhang does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Zhang did not have interests in any shares or underlying shares of the Company, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). Saved as disclosed above, as at the Latest Practicable Date, Mr. Zhang did not hold other positions in the Company or its subsidiaries.
Mr. Zhang entered into a service contract with the Company for a term of three years from March 1, 2021 and he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The remuneration of Mr. Zhang, which was determined based on his qualification and experience, responsibilities undertaken, contribution to the Group, and the prevailing market level of remuneration for independent non-executive Directors, is at the rate of HK$180,000 per annum payable in arrears at the end of each quarter. Mr. Zhang is entitled to 12 months of emoluments each year. A discretionary bonus may be decided by the Board based on Mr. Zhang's performance and service for each year of his service, provided that the total amount of bonus payable to him for such year shall not exceed 10% of the audited consolidated profit after taxation but before extraordinary items of the Group (if any) for the relevant year.
There is no information which is required to be disclosed pursuant to Rule 13.51(2)(h) to
- of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders.
- 16 -
NOTICE OF THE ANNUAL GENERAL MEETING
KASEN INTERNATIONAL HOLDINGS LIMITED
卡 森 國 際 控 股 有 限 公 司
(An exempted company incorporated in the Cayman Islands with limited liability)
(Stock Code: 496)
NOTICE IS HEREBY GIVEN that the 2021 ANNUAL GENERAL MEETING of KASEN INTERNATIONAL HOLDINGS LIMITED (the "Company") will be held at Building 1, 236 Haizhou Road West, Haining, Zhejiang Province, China on Monday, May 31, 2021 at 10:00 a.m. for the following purpose:
ORDINARY BUSINESS
To consider and, if thought fit, pass the following resolutions (with or without modifications) as ordinary resolutions of the Company:
- To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Directors") and the auditors of the Company (the "Auditors") for the year ended December 31, 2020.
- To re-elect Ms. Zhou Xiaohong as executive Director.
- To re-elect Mr. Zhou Lingqiang as independent non-executive Director.
- To re-elect Mr. Zhang Yuchuan as independent non-executive Director.
- To authorize the board of Directors to fix the respective Directors' remuneration.
- To re-appoint BDO Limited as the Auditors and to authorise the board of Directors to fix their remuneration.
- 17 -
NOTICE OF THE ANNUAL GENERAL MEETING
7. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
"THAT:
- subject to paragraph (c) below, and subject to and in accordance with all applicable laws and the requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, 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 additional shares of the Company (the "Shares") or securities convertible into Shares, or options or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
- the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a), otherwise than pursuant to
- a Rights Issue (as hereinafter defined), or (ii) the share option scheme of the Company approved by The Stock Exchange of Hong Kong Limited, or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20% of the total number of issued Shares as at the date of passing this resolution, and the said approval shall be limited accordingly; and
- for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:- the conclusion of the next annual general meeting of the Company;
- 18 -
NOTICE OF THE ANNUAL GENERAL MEETING
- the expiration of the period within which the next annual general meeting of the Company is required by law or the Company's articles of association to be held; or
- the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting; and
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares 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 having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong)."
8. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
"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 buy back issued Shares subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to buy-back its shares at a price determined by the Directors;
- the total number of Shares which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) shall not exceed 10% of the total number of issued Shares as at the date of passing this resolution, and the said approval shall be limited accordingly; and
- 19 -
NOTICE OF THE ANNUAL GENERAL MEETING
-
for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by law or the Company's articles of association to be held; or
- the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting."
9. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
"THAT conditional upon the passing of resolutions nos. 7 and 8 as set out in the notice convening the meeting of which these resolutions form part, the general mandate granted to the Directors pursuant to the resolution no. 7 as set out in the notice convening the meeting of which this resolution forms part be and is hereby extended by the addition thereto of an amount representing the total number of Shares bought back by the Company under the authority granted pursuant to the resolution no. 8 as set out in the notice convening the meeting of which this resolution forms part, provided that such amount shall not exceed 10% of the total number of issued Shares as at the date of passing such resolution no. 8."
By Order of the Board
Kasen International Holdings Limited
Yiu Hoi Yan
Company Secretary
Hong Kong, April 27, 2021
- 20 -
NOTICE OF THE ANNUAL GENERAL MEETING
Notes:
- Every member entitled to attend and vote at the annual general meeting is entitled to appoint one or more persons as his proxy to attend and vote on behalf of himself. A proxy need not be a member of the Company.
- A form of proxy for the annual general meeting is enclosed. To be valid, a form of proxy, together with the power of attorney or other document of authority, if any, under which the form is signed, or a certified copy thereof, must be deposited with the Company's Hong Kong branch share registrar in Hong Kong at Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof.
- Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting or any adjourned meeting or upon the poll concerned if Shareholders so wish. In such event, the instrument appointing the proxy shall be deemed to be revoked.
- The register of members of the Company will be closed from May 26, 2021 to May 31, 2021 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for the entitlement to attend and vote at the forthcoming annual general meeting, all transfers documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on May 25, 2021.
As at the date of this notice, the executive directors of the Company are Mr. Zhu Zhangjin, Ms. Zhou Xiaohong and Mr. Zhu Ruijun, and the independent non-executive directors of the Company are Mr. Du Haibo, Mr. Zhang Yuchuan and Mr. Zhou Lingqiang.
Website: http://www.irasia.com/listco/hk/kasen/index.htm
- 21 -
Attachments
- Original document
- Permalink
Disclaimer
Kasen International Holdings Limited published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 08:37:01 UTC.
