LANDSEA GREEN MANAGEMENT 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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Landsea Green Properties Co., Ltd., you should at once hand this circular and 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.
LANDSEA GREEN PROPERTIES CO., LTD.
朗 詩 綠 色 地 產 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 106)
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES,
RE-ELECTION/ELECTION OF DIRECTORS,
DISTRIBUTION OUT OF CONTRIBUTED SURPLUS ACCOUNT
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Landsea Green Properties Co., Ltd. (the ''Company'') to be held at Landsea Green Center, Building 5, Lane 280, Linhong Road, Changning District, Shanghai, China on Wednesday, 30 June 2021 at 4:00 p.m., at which, among other things, the above proposals will be considered, is set out on pages 13 to 16 of this circular.
Whether or not you intend to attend and/or vote at the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, 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 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
In view of the ongoing Coronavirus Disease 2019 (COVID-19) epidemic, the Company strongly recommends Shareholders to exercise your voting rights by appointing the chairperson of the Annual General Meeting as your proxy to vote on the relevant resolution at the Meeting as an alternative to attending the Annual General Meeting in person.
30 April 2021
CONTENTS | |
Page | |
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii |
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
Appendix I - Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . | 7 |
Appendix II - Details of the Directors proposed to be re-elected/elected | |
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 13 |
- i -
RESPONSIBILITY STATEMENT
This circular, for which the Directors (as defined herein) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), 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.
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
''AGM'' or
''Annual General Meeting''
''Board'' | the board of Directors |
''Bye-Laws'' | the bye-laws of the Company |
''Company'' | Landsea Green Properties Co., Ltd., a company |
incorporated in Bermuda with limited liability, the Shares | |
of which are listed on the main board of the Stock | |
Exchange (Stock Code: 106) | |
''Companies Act'' | the Companies Act 1981 of Bermuda (as amended from |
time to time) | |
''Contributed Surplus Account'' the contributed surplus account of the Company | |
''Director(s)'' | director(s) of the Company |
''Distribution'' | the proposed distribution out of Contributed Surplus |
Account of HK cents 3.00 (equivalent to RMB cents 2.50) | |
per Share to the Shareholders whose names appear on the | |
Register on the Record Date | |
''Group'' | the Company and its subsidiaries |
''Hong Kong'' | the Hong Kong Special Administrative Region of the PRC |
''Issue Mandate'' | a general and unconditional mandate proposed to be granted |
to the Directors at the AGM to allot, issue and deal with | |
Shares in the capital of the Company of up to 20 per cent. | |
of the aggregate number of the issued Shares of the | |
Company as at the date of passing of the relevant | |
resolution granting such mandate and adding thereto any | |
Shares representing the aggregate number of the Shares | |
repurchased by the Company pursuant to the authority | |
granted under the Repurchase Mandate | |
''Landsea Group'' | Landsea Group Co., Ltd* (朗詩集團股份有限公司), the |
controlling Shareholder of the Company |
''Latest Practicable Date''
DEFINITIONS
''Listing Rules''
''PRC''
''Record Date''
''Register''
''Repurchase Mandate''
''SFO''
''Share(s)''
''Shareholder(s)'' ''Stock Exchange'' ''Takeovers Code'' ''HK$'' and ''HK cents''
''RMB'' ''%''
- for identification purpose only
the Rules Governing the Listing of Securities on the Stock Exchange
the People's Republic of China
Thursday, 15 July 2021, being the record date of the determination of entitlement of the Shareholders to the Distribution
the register of members of the Company
a general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10 per cent. of the aggregate number of the issued Shares of the Company as at the date of passing of the relevant resolution granting such mandate
Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong)
ordinary share(s) of HK$0.01 each in the share capital of the Company
holder(s) of the Shares
The Stock Exchange of Hong Kong Limited
the Codes on Takeovers and Mergers
Hong Kong dollars and cents, the lawful currency of Hong Kong
Renminbi, the lawful currency of the PRC
per cent.
- 2 -
LETTER FROM THE BOARD
LANDSEA GREEN PROPERTIES CO., LTD.
朗 詩 綠 色 地 產 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 106)
Executive Directors: | Registered Office: |
Mr. Tian Ming (Chairman) | Clarendon House |
Mr. Huang Zheng (Chief Executive Officer) | 2 Church Street |
Mr. Jiang Chao (Executive Vice President) | Hamilton, HM 11 |
Bermuda | |
Non-Executive Directors: | |
Ms. Shen Leying | Head Office and Principal Place of |
Mr. Zhou Yimin | Business in Hong Kong: |
Room 5103, 51/F, The Center | |
Independent Non-Executive Directors: | 99 Queen's Road Central |
Mr. Xu Xiaonian | Hong Kong |
Mr. Chen Tai-yuan | |
Mr. Rui Meng | |
30 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES,
RE-ELECTION/ELECTION OF DIRECTORS
AND DISTRIBUTION OUT OF
CONTRIBUTED SURPLUS ACCOUNT
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed to seek approval of the Shareholders at the AGM including, among other matters, (i) the ordinary resolutions granting to the Directors the Issue Mandate and the Repurchase Mandate; (ii) the ordinary resolution for re-electing/electing Directors; and (iii) the ordinary resolution for the Distribution.
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LETTER FROM THE BOARD
GENERAL MANDATES
At the AGM, an ordinary resolution will be proposed that the Directors be given the Issue Mandate, i.e. a general and unconditional mandate to allot, issue and deal with new Shares up to 20% of the total number of issued Shares of the Company as at the date of passing the relevant resolution.
Another ordinary resolution will also be proposed to give the Directors the Repurchase Mandate, i.e. a general and unconditional mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the total number of issued Shares of the Company as at the date of passing the relevant resolution.
The Issue Mandate and the Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) at the end of the period within which the Company is required by Bermuda law or its Bye-Laws to hold its next annual general meeting; or (c) the date on which such mandate is revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
As at the Latest Practicable Date, the number of issued Shares was 4,722,307,545 Shares, assuming no further Shares are to be issued or repurchased prior to the AGM, the Issue Mandate will grant to the Directors an authority to issue up to 944,461,509 Shares.
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to grant to the Directors the Repurchase Mandate at the AGM.
RE-ELECTION/ELECTION OF DIRECTORS
The Board currently consists of eight Directors, namely Mr. Tian Ming, Mr. Huang Zheng, Mr. Jiang Chao, Ms. Shen Leying, Mr. Zhou Yimin, Mr. Xu Xiaonian, Mr. Chen Tai- yuan and Mr. Rui Meng.
Pursuant to Bye-law 87 of the Bye-Laws, Mr. Tian Ming, Ms. Shen Leying and Mr. Zhou Yimin shall retire from office as Directors by rotation at the AGM. Mr. Zhou Yimin confirmed that he will not offer himself for re-election at the AGM as he would like to spend more time pursuing his own business. Mr. Tian Ming and Ms. Shen Leying, being eligible, offer themselves for re-election.
Mr. Liu Pengpeng was appointed by the Board on 30 March 2021 as a non-executive Director to fill the casual vacancy arising from the retirement of Mr. Zhou Yimin with effect from the date of AGM, he shall be subject to election as a Director at the AGM pursuant to Bye-law 86 of the Bye-Laws.
- 4 -
LETTER FROM THE BOARD
Details of the Directors proposed to be re-elected/elected at the AGM are set out in Appendix II to this circular.
DISTRIBUTION
As stated in the announcement issued by the Company dated 30 March 2021 relating to the final results of the Group for the year ended 31 December 2020, the Board proposed to make the Distribution of HK cents 3.00 (equivalent to RMB cents 2.50) per Share out of Contributed Surplus Account to the Shareholders whose names appear on the Register on the Record Date.
For determining the entitlement of the Shareholders to the proposed Distribution, the Register will be closed from Monday, 12 July 2021 to Thursday, 15 July 2021 (both days inclusive) during which period no transfer of Shares will be registered.
To qualify for the Distribution, all transfer forms of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 9 July 2021.
ANNUAL GENERAL MEETING
Set out on pages 13 to 16 of this circular is a notice convening the AGM to consider and, if appropriate, to approve the ordinary resolutions relating to the proposals for the Issue Mandate, the Repurchase Mandate, the re-election/election of Directors and the Distribution.
A form of proxy for use at the AGM is enclosed herewith. Whether or not you intend to attend and/or vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office 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 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, all the resolutions set out in the notice of the AGM will be voted by poll.
- 5 -
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the ordinary resolutions in relation to the Issue Mandate, the Repurchase Mandate, the re-election/election of Directors and the Distribution to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole.
Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions at the AGM.
GENERAL
Your attention is also drawn to the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
By Order of the Board
Landsea Green Properties Co., Ltd.
Tian Ming
Chairman
- 6 -
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution at the AGM to approve the Repurchase Mandate.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 4,722,307,545 Shares. Subject to the passing of the resolution for repurchase of Shares and on the basis that no further new Shares will be issued or repurchased up to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 472,230,754 Shares, representing 10% of the issued share capital as at the date of AGM.
3. REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases 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 earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
4. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-Laws, the laws of Bermuda and any other applicable laws, including capital paid upon the Shares to be repurchased, profits otherwise available for distribution and sums standing to either the share premium account or contributed surplus account of the Company.
5. GENERAL
There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2020 in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period.
However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
6. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months up to the Latest Practicable Date were as follows:
Share prices | ||
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
April | 0.840 | 0.750 |
May | 0.800 | 0.740 |
June | 0.800 | 0.680 |
July | 0.720 | 0.660 |
August | 0.680 | 0.640 |
September | 0.720 | 0.600 |
October | 0.710 | 0.610 |
November | 0.650 | 0.610 |
December | 0.640 | 0.590 |
2021 | ||
January | 0.630 | 0.560 |
February | 0.590 | 0.485 |
March | 0.590 | 0.490 |
April (up to the Latest Practicable Date) | 0.620 | 0.485 |
7. UNDERTAKING
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Bermuda.
8. CORE CONNECTED PERSON
No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
- 8 -
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
9. TAKEOVERS CODE
If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code.
As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, Mr. Tian Ming, Chairman and an executive Director, being the controlling Shareholder, is interested and deemed to be interested in 2,736,271,366 Shares (including (i) 8,901,500 Shares held personally, (ii) 361,493,785 Shares held through Easycorps Group Limited, a company wholly and beneficially owned by Mr. Tian, (iii) 1,997,961,187 Shares held through Greensheid Corporation (''Greensheid''), and (iv) 367,914,894 Shares held through Landsea International Holdings Limited (''Landsea International''), Greensheid is wholly-owned by Landsea International, which is in turn wholly-owned by Landsea Group and Mr. Tian is the controlling shareholder of Landsea Group), representing approximately 57.94% of the total issued Shares as at the Latest Practicable Date. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, then the attributable interest of Mr. Tian would be increased from 57.94% to approximately 64.38% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such extent as would result in the amount of Shares held by the public being reduced to less than 25%.
10. SHARE REPURCHASE MADE BY THE COMPANY
The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED/ELECTED AT THE ANNUAL GENERAL MEETING | |
The following set out the details of Directors, who will retire and, being eligible, offer themselves for re-election at the AGM or to be elected at the AGM.
EXECUTIVE DIRECTOR
Mr. Tian Ming (''Mr. Tian'')
Mr. Tian was born on 24 January 1961. He was appointed as the Chairman of the Board and an executive Director on 31 July 2013. He is the chairman of the sustainable development supervision committee of the Company. He obtained an Executive Master of Business Administration from China Europe International Business School. Mr. Tian founded Landsea Group in 2001. He is now the controlling shareholder and also the Chairman and President of Landsea Group. Mr. Tian has 20 years' extensive experience in the fields of competitive strategy, operation management and property investment and development.
Mr. Tian initiated the ''Green Supply Chain Act of Real Estate Industry'', which aims to mitigate the negative effect of the industrial supply chain on the environment by promoting green procurement. Mr. Tian did not hold any directorship in other listed public companies in the past three years.
As at the Latest Practicable Date, Mr. Tian is interested in 2,736,271,366 Shares within the meaning of Part XV of the SFO, which include: (i) 8,901,500 Shares held personally; (ii) 1,997,961,187 Shares held through Greensheid; (iii) 361,493,785 Shares held through Easycorps Group Limited, and (iv) 367,914,894 Shares held through Landsea International.
Save as aforesaid, Mr. Tian does not have any relationship with any other Director, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.
The Company entered into a service contract with Mr. Tian on 27 March 2020 for the appointment of Mr. Tian as an executive Director and Chairman of the Board for a term of three years commencing from 1 August 2019. He is subject to retirement by rotation and reelection at least once in every three years in accordance with the Bye-Laws. The appointment of Mr. Tian can be terminated by the Company or Mr. Tian with one month's notice in writing. Mr. Tian is entitled to a fixed director's fee of RMB2,200,000 per annum and discretionary bonus, which may be determined by the Board with reference to his background, experience, duties and responsibilities with the Company, the then prevailing market conditions and the recommendation of the remuneration committee of the Company.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED/ELECTED AT THE ANNUAL GENERAL MEETING | |
NON-EXECUTIVE DIRECTORS
Ms. Shen Leying (''Ms. Shen'')
Ms Shen, aged 43, was appointed as an executive Director on 31 July 2013 and was redesignated to a non-executive Director on 20 November 2020. She was appointed as a member of the Remuneration Committee on 19 June 2020. Ms. Shen joined Landsea Group in 2011 and served as the general manager of the marketing and sales center, general manager of Nanjing property regional company, the vice president in Landsea Group and other positions. Ms. Shen has extensive experience in various areas including property development management, investment and financing management, asset management, management consulting, market and customer strategy, etc.. She did not hold any directorship in other listed public companies in the past three years.
As at the Latest Practicable Date, Ms. Shen is interested in 2,214,500 Shares within the meaning of Part XV of the SFO. She is also a director of certain subsidiaries of the Group. Save as the aforesaid, Ms. Shen does not have any relationship with any other Director, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
Ms. Shen has signed an appointment letter issued by the Company on 20 November 2020 for the appointment as a non-executive Director for a term of three years commencing from 20 November 2020. She is subject to retirement by rotation and re-election at least once in every three years in accordance with the Bye-Laws. The appointment of Ms. Shen can be terminated by the Company or Ms. Shen with one month's notice in writing. Ms. Shen is not entitled to any director's fee as a non-executive Director.
Mr. Liu Pengpeng (''Mr. Liu'')
Mr. Liu, aged 49, is the managing director of the asset management department of Ping An Real Estate Company Limited. Prior to joining Ping An Real Estate Company Limited in 2015, he worked in China Overseas Development Company Limited, Shenzhen Yitian Group Co., Ltd., COFCO Property Group and KWG Group Holding etc. well-known property development companies, and had been an architect, general manager of design department, group vice president. He has over 25 years' experience in the property development industry. He obtained a Bachelor's degree of urban planning in Tongji University and possessed a Master's degree of Central Academy of Fine Arts. Mr. Liu did not hold any directorship in other listed companies in Hong Kong or overseas during the past three years.
As at the Latest Practicable Date, Mr. Liu does not have any interest in the Shares within the meaning of Part XV of the SFO. He is not connected with any Director, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.
Mr. Liu has signed an appointment letter issued by the Company on 30 March 2021 for the appointment as a non-executive Director for a term of three years commencing from 30 June 2021. He is subject to election at the AGM and thereafter subject to retirement by rotation
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED/ELECTED AT THE ANNUAL GENERAL MEETING | |
and re-election at least once in every three years in accordance with the Bye-Laws. The appointment of Mr. Liu can be terminated by the Company or Mr. Liu with one month's notice in writing. Mr. Liu is not entitled to any director's fee as a non-executive Director.
Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs
- to (v) therein) nor are there any other matters that need to be brought to the attention of the Shareholder in respect of the above Directors.
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NOTICE OF ANNUAL GENERAL MEETING
LANDSEA GREEN PROPERTIES CO., LTD.
朗 詩 綠 色 地 產 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 106)
NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of Landsea Green Properties Co., Ltd. (the ''Company'') will be held at Landsea Green Center, Building 5, Lane 280, Linhong Road, Changning District, Shanghai, China on Wednesday, 30 June 2021 at 4:00 p.m. for the following purposes:
- To receive and consider the audited financial statements and the reports of the directors and auditor of the Company and its subsidiaries for the year ended 31 December 2020.
- (i) To re-elect Mr. Tian Ming as director of the Company.
- To re-elect Ms. Shen Leying as director of the Company.
- To elect Mr. Liu Pengpeng as director of the Company.
- To authorize the board of directors (the ''Board'') of the Company to fix the Directors' remuneration.
- To re-appoint PricewaterhouseCoopers as auditor for the ensuing year and to authorize the Board to fix the auditor's remuneration.
- ''THAT a distribution of HK cents 3.00 (equivalent to RMB cents 2.50) per Share be made out of the contributed surplus account of the Company to the shareholders of the Company whose names appear on the register of members of the Company on Thursday, 15 July 2021.''
As special businesses, to consider and if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions and special resolution:
ORDINARY RESOLUTIONS
5. ''THAT:
- subject to the following provisions of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (the ''Shares''), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible
- 13 -
NOTICE OF ANNUAL GENERAL MEETING
into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
- the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph
- of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or
- an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company (''Bye-laws''); shall not exceed 20% of the aggregate number of the Shares of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; 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 Bye-laws or any applicable law of Bermuda to be held; or
- the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company (''Shareholders'') in general meeting.
''Rights Issue'' means an offer of Shares open for a period fixed by the directors of the Company to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the directors of the Company 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 applicable to the Company).''
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NOTICE OF ANNUAL GENERAL MEETING
- ''THAT:
- subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, 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 those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
- the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the Shares of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; 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 Bye-laws or any applicable law of Bermuda to be held; or
- the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.''
- ''THAT conditional upon resolutions numbered 5 and 6 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 5 above be and is hereby extended by the addition thereto of an amount representing the aggregate number of the Shares repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such number shall not exceed 10% of the aggregate number of the issued Shares of the Company as at the date of passing the resolution.''
By Order of the Board
Landsea Green Properties Co., Ltd.
Chan Yuen Ying, Stella
Company Secretary
Hong Kong, 30 April 2021
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
For the purpose of determining the identity of the shareholders entitled to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, 24 June 2021 to Wednesday, 30 June 2021, both days inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 23 June 2021.
For determining the entitlement of the shareholders to the proposed distribution, the register of members of the Company will be closed from Monday, 12 July 2021 to Thursday, 15 July 2021, both days inclusive, during which period, no transfer of shares will be registered. In order to qualify for the proposed distribution, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited for registration not later than 4:30 p.m. on Friday, 9 July 2021. - Any member of the Company entitled to attend and vote at the meeting convened by this notice shall be entitled to appoint one or more proxies to attend and vote in his stead in accordance with the Bye-laws of the Company. A proxy need not be a member of the Company but must be present in person to represent the member. In light of the epidemic situation of COVID-19, Shareholders may consider appointing the chairman of the above meeting as his/her proxy to vote on the resolutions, instead of attending the above meeting in person.
- A form of proxy for use at the Meeting is enclosed.
- To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjournment thereof should they so wish.
- With respect to resolution no. 2 of this notice, Mr. Tian Ming and Ms. Shen Leying shall retire from the office of directorship and shall offer themselves for re-election in accordance with the Company's Bye-laws. Mr. Liu Peng Peng shall be elected as a Director in accordance with the Company's Bye-laws. Details of the retiring Directors and the Director to be elected which are required to be disclosed under the Listing Rules are set out in the circular of the Company dated 30 April 2021.
- In case the venue is being closed on the date of meeting due to COVID-19 or bad weather, the meeting shall stand adjourned to the same day in the next week and at such time and place as shall be decided by the Board. The Company will post an announcement on the Stock Exchange and the Company's website notifying Shareholders of the date, time and place of the adjourned meeting.
- As at the date of this notice, the Board comprises three executive Directors, namely Mr. Tian Ming, Mr. Huang Zheng and Mr. Jiang Chao, two non-executive Directors, namely Ms. Shen Leying and Mr. Zhou Yimin, and three independent non-executive Directors, namely Mr. Xu Xiaonian, Mr. Chen Tai-yuan and Mr. Rui Meng.
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Landsea Green Properties Co. Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 08:58:01 UTC.
