LONGFOR GROUP 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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Longfor Group Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.
LONGFOR GROUP HOLDINGS LIMITED
龍湖集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 960)
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES, RE-ELECTION OF RETIRING
DIRECTORS, DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Longfor Group Holdings Limited to be held at 2:30 p.m. on Wednesday, 16 June 2021 at Gloucester Room, 2nd Floor, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong is set out on pages 16 to 20 of this circular. A form of proxy for your use at the annual general meeting is enclosed with this circular. Whether or not you propose to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting should you so desire.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
Please see page 1 of this document for measures being taken to try to prevent and control the spread of the Coronavirus at the Annual General Meeting, including:
- compulsory temperature checks and health declarations; those with a fever may not be admitted;
- compulsory wearing of surgical face masks for each attendee at all times wearing a surgical face masks is compulsory at any time within the meeting venue and throughout the AGM;
- no distribution of corporate gifts and refreshments; and
- any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the AGM venue.
The Company advises the Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.
Hong Kong, 26 April 2021
CONTENTS | |||
Page | |||
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . | 1 | ||
Definitions . . | . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
Letter from the Chairman | |||
Introduction | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Re-electionof the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
Closure of Register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | ||
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | ||
Appendix I | - | Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 |
Appendix II | - | Details of Directors proposed to be re-elected . . . . . . . . . . . . . . . . | 13 |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 16 |
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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
PRECAUTIONARY MEASURES
In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:
- Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.5 degrees Celsius or who has any flu-like symptoms or is otherwise unwell may be denied entry into the AGM venue or be required to leave the AGM venue.
- All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had physical contact with any person who has recently travelled to, any affected countries or areas outside of Hong Kong (as per guidelines issued by the Hong Kong government at https://www.coronavirus.gov.hk/chi/social_distancing-faq.html) at any time in the preceding 21 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue.
- All Shareholders, proxies and other attendees have to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats. Any person who does not comply with this requirement may be denied entry into the AGM venue and be asked to leave the AGM venue.
- No refreshments will be served, and there will be no corporate gifts.
- Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website (www.longfor.com) for future announcements and updates on the AGM arrangements.
To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.
In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights.
The form of proxy is attached to this circular for shareholders who opt to receive printed copies of the Company's corporate communications. Alternatively, the form of proxy can be downloaded from the Company's website at www.longfor.com and the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.
- 1 -
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
How to attend and vote
Shareholders who wish to attend the AGM and exercise their voting rights can be achieved in one of the following ways:
- attend the AGM in person and vote at the AGM venue; or
- appoint the Chairman of the AGM or other persons as your proxy to vote on your behalf; or
- If you are a non-registered holder of the Company, you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of a proxy.
- 2 -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Annual General Meeting" or | the annual general meeting of the Company to be held at |
"AGM" | 2:30 p.m. on Wednesday, 16 June 2021 at Gloucester |
Room, 2nd Floor, Mandarin Oriental Hong Kong, 5 | |
Connaught Road Central, Hong Kong | |
"Articles of Association" | the articles of association of the Company as amended, |
supplemented or modified from time to time | |
"Company" | Longfor Group Holdings Limited, an exempted company |
incorporated in the Cayman Islands on 21 December 2007 | |
with limited liability, with its Shares listed on the Stock | |
Exchange | |
"Director(s)" | the director(s) of the Company |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Latest Practicable Date" | 19 April 2021, being the latest practicable date prior to the |
printing of this circular for ascertaining certain | |
information referred to in this circular | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"PRC" | the People's Republic of China |
"Repurchase Resolution" | the proposed ordinary resolution as referred to in ordinary |
resolution no. 6 of the notice of the Annual General | |
Meeting | |
"Repurchase Mandate" | a general mandate proposed to be granted to the Directors |
to exercise the power of the Company to repurchase during | |
the period as set out in the Repurchase Resolution, up to a | |
maximum of 10% of the total number of issued shares of | |
the Company as at the date of passing the Repurchase | |
Resolution | |
"SFO" | the Securities and Futures Ordinance, Chapter 571 of the |
Laws of Hong Kong, as amended, supplemented or | |
modified from time to time |
- 3 -
DEFINITIONS | |
"Share(s)" | share(s) of HK$0.10 each in the share capital of the |
Company | |
"Shareholder(s)" | registered holder(s) of Share(s) |
"Share Issue Mandate" | a general mandate proposed to be granted to the Directors |
to exercise the power of the Company to allot, issue and | |
deal with Shares during the period as set out in the | |
proposed ordinary resolution as referred to in ordinary | |
resolution no. 5, up to a maximum of 20% of the total | |
number of issued shares of the Company as at the date of | |
passing of the resolution approving the Share Issue | |
Mandate | |
"Share Repurchase Rules" | the relevant rules set out in the Listing Rules to regulate the |
repurchase by companies with primary listing on the Stock | |
Exchange of their own securities on the Stock Exchange | |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | the Codes on Takeovers and Mergers |
"%" | per cent. |
- 4 -
LETTER FROM THE CHAIRMAN
LONGFOR GROUP HOLDINGS LIMITED
龍湖集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 960)
Executive Directors: | Registered Office: |
Madam Wu Yajun (Chairperson) | Cricket Square |
Mr. Shao Mingxiao (Chief Executive Officer) | Hutchins Drive |
Mr. Zhao Yi (Chief Financial Officer) | P.O. Box 2681 |
Mr. Wang Guangjian | Grand Cayman |
KY1-1111 | |
Independent Non-executive Directors: | Cayman Islands |
Mr. Frederick Peter Churchouse | |
Mr. Chan Chi On, Derek | Principal Place of Business |
Mr. Xiang Bing | in Hong Kong: |
Mr. Zeng Ming | 15th Floor |
1 Duddell Street | |
Central, Hong Kong | |
Hong Kong, 26 April 2021 | |
To the Shareholders, | |
Dear Sir or Madam, |
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES, RE-ELECTION OF RETIRING
DIRECTORS, DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to the granting to the Directors of the Share Issue Mandate, the Repurchase Mandate and the extension of the Share Issue Mandate, the re-election of retiring Directors, and the declaration of final dividend; to seek your approval of the relevant resolutions relating to these matters at the Annual General Meeting; and to give you a notice of the AGM.
- 5 -
LETTER FROM THE CHAIRMAN
GENERAL MANDATE TO ISSUE SHARES
On 16 June 2020, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Share Issue Mandate to be proposed at the Annual General Meeting.
As at the Latest Practicable Date, the issued share capital of the Company comprised 6,064,957,605 Shares. Subject to passing of the resolution approving the Share Issue Mandate and on the basis that no further Shares are issued prior to the Annual General Meeting, the Company would be allowed under the resolution approving the Share Issue Mandate to allot, issue and deal with a maximum of 1,212,991,521 Shares representing not more than 20% of the total number of issued shares of the Company as at the Latest Practicable Date.
Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in ordinary resolutions as referred to in resolutions nos. 5 and 7 respectively of the notice of the Annual General Meeting.
GENERAL MANDATE TO REPURCHASE SHARES
On 16 June 2020, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting.
As at the Latest Practicable Date, the issued share capital of the Company comprised 6,064,957,605 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of passing the Repurchase Resolution, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing the Repurchase Resolution will be 606,495,760 Shares representing not more than 10% of the total number of issued shares of the Company as at the Latest Practicable Date.
An explanatory statement as required under the Share Repurchase Rules to provide the Shareholders with the requisite information necessary to enable them to make an informed decision on whether to vote for or against the resolution in respect of the Repurchase Mandate is set out in the Appendix I to this circular.
RE-ELECTION OF THE RETIRING DIRECTORS
The board of Directors currently comprises eight Directors, of which four are Executive Directors, namely Madam Wu Yajun, Mr. Shao Mingxiao, Mr. Zhao Yi and Mr. Wang Guangjian; and four are Independent Non-Executive Directors, namely Mr. Frederick Peter Churchouse, Mr. Chan Chi On, Derek, Mr. Xiang Bing and Mr. Zeng Ming.
- 6 -
LETTER FROM THE CHAIRMAN
Pursuant to Article 84 of the Articles of Association, Mr. Zhao Yi, Mr. Frederick Peter Churchouse, and Mr. Zeng Ming will retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election.
The Board of the Company had assessed and reviewed the annual written confirmation of independence of each of Mr. Frederick Peter Churchouse and Mr. Zeng Ming for the year ended 31 December 2020 and considered that they satisfied all the independence criteria as set out in Rule 3.13 of the Listing Rules.
As Mr. Frederick Peter Churchouse and Mr. Zeng Ming have served as independent non-executive directors for more than 9 years, their re-election will be subject to separate resolution to be approved by the Shareholders. As independent non-executive directors with in-depth understanding of the Company's operations and business, they have expressed objective views and given independent guidance to the Company over the years, and they continue demonstrating a firm commitment to their role. The Board considers that the long service of Mr. Frederick Peter Churchouse and Mr. Zeng Ming would not affect their exercise of independent judgment and is satisfied that they have the required character, integrity and experience to continue fulfilling the role of Independent Non-executive Directors.
The Board is of the view that Mr. Frederick Peter Churchouse and Mr. Zeng Ming are beneficial to the Board with diversity of their comprehensive business experience that contributes to invaluable expertise, continuity and stability to the Board and the Company has benefited greatly from their contribution and valuable insights derived from their in-depth knowledge of the Company. The Board believes that they will continue to contribute effectively to the Board.
Having regard to the Board's diversity policy and the nomination policy adopted by the Company, the Board recommended re-election of the aforesaid retiring Directors to the Board. Accordingly, the Board has proposed that each of the above retiring Directors, namely Mr. Zhao Yi, Mr. Frederick Peter Churchouse, and Mr. Zeng Ming, would be re-elected as Director by way of separate resolution at the Annual General Meeting.
Details of the retiring Directors proposed to be re-elected in the Annual General Meeting are set out in the Appendix II to this circular.
DECLARATION OF FINAL DIVIDEND
As stated in the Company's announcement dated 26 March 2021, the Board recommends the payment of a final dividend of RMB1.03 per Share for the year ended 31 December 2020. Subject to the approval by the Shareholders at the Annual General Meeting, the proposed final dividend is expected to be paid on Thursday, 15 July 2021 to the Shareholders whose names are on the registers of members of the Company on Friday, 25 June 2021.
- 7 -
LETTER FROM THE CHAIRMAN
ANNUAL GENERAL MEETING
At the Annual General Meeting, resolutions will be proposed to approve the Share Issue Mandate, the Repurchase Mandate and the extension of the Share Issue Mandate, the re-election of retiring Directors and the declaration of the final dividend. The notice of the Annual General Meeting is set out on pages 16 to 20 of this circular.
ACTION TO BE TAKEN
A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, 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 you from attending and voting at the Annual General Meeting, or any adjourned meeting if you so desire.
VOTING BY WAY OF POLL
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 of the meeting, 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. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Thursday, 10 June 2021 to Wednesday, 16 June 2021, both dates inclusive, for the purpose of ascertaining the Shareholders' entitlement to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 9 June 2021.
- 8 -
LETTER FROM THE CHAIRMAN
RECOMMENDATION
The Directors believe that the proposed resolutions referred to in this circular and the notice of Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions to be proposed at the Annual General Meeting to give effect to them.
FURTHER INFORMATION
Your attention is drawn to the Appendices to this circular.
Yours faithfully
By Order of the Board
Longfor Group Holdings Limited
WU Yajun
Chairperson
- 9 -
APPENDIX I | EXPLANATORY STATEMENT |
This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the Repurchase Resolution.
1. SHAREHOLDERS' APPROVAL
The Listing Rules provide that all on-market shares repurchased by company with its primary listing on the Stock Exchange must be of fully paid up shares and all share repurchases by such company must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval in relation to specific transactions.
Such authority may only continue in force during the period from the passing of the resolution in respect of the Repurchase Resolution until the earlier of: (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of such authority by ordinary resolution of the shareholders of the Company in general meeting; and (iii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum of association and articles of association of the Company or any applicable law to be held.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 6,064,957,605 Shares.
Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 606,495,760 Shares representing not more than 10% of the total number of issued shares of the Company as at the Latest Practicable Date.
3. REASONS FOR REPURCHASE
Although the Directors have no present intention of repurchasing any Shares, the Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.
4. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds entirely from the Company's available cashflow or working capital facilities which will be legally available for such purpose in accordance with its memorandum of association, the Articles of Association, the Companies Law of the Cayman Islands and any other applicable law.
- 10 -
APPENDIX I | EXPLANATORY STATEMENT |
There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the Company's annual report for the year ended 31 December 2020 in the event that the Repurchase Mandate were 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.
5. SHARES PRICES
The table below is a summary of the monthly highest and lowest traded prices in each of the previous twelve months preceding the Latest Practicable Date:
Shares Traded Price | |||
Highest | Lowest | ||
HK$ | HK$ | ||
2020 | |||
April | 40.80 | 35.90 | |
May | 37.75 | 32.55 | |
June | 38.95 | 35.50 | |
July | 39.60 | 37.00 | |
August | 41.70 | 37.30 | |
September | 45.60 | 40.05 | |
October | 46.00 | 40.20 | |
November | 51.95 | 42.25 | |
December | 51.70 | 41.00 | |
2021 | |||
January | 46.75 | 42.00 | |
February | 46.30 | 40.00 | |
March | 53.60 | 44.70 | |
April (up to the Latest Practicable Date) | 52.05 | 50.00 | |
6. | UNDERTAKING |
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the memorandum of association and articles of association of the Company, the laws of Hong Kong and the applicable laws of the Cayman Islands.
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 or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.
- 11 -
APPENDIX I | EXPLANATORY STATEMENT |
No core 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 its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
7. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT
If on the exercise of the power to repurchase Shares 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(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, Charm Talent International Limited ("Charm Talent") was interested in an aggregate of 2,587,778,201 Shares, representing approximately 42.67% of the issued share capital of the Company. Based on such shareholding and in the event that the Directors exercised in full the power to repurchase Shares pursuant to the Repurchase Mandate, the shareholding of Charm Talent would be increased to approximately 47.41% of the issued share capital of the Company. Accordingly, Charm Talent would be required under Rule 26 of the Takeovers Code to make a mandatory offer in respect of all the issued Shares by reason of such increase. However, the Directors will not repurchase Shares to such an extent as would result in takeover obligations. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate.
The Directors will use their best endeavours to ensure that the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than the amount of public float as required under the Listing Rules.
8. SHARES REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any 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 DIRECTORS PROPOSED TO BE RE-ELECTED
The following are the particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting in accordance with the Articles of Association:
Mr. Zhao Yi, aged 44, was appointed as executive director of the Company on March 18, 2015 and is the Chief Financial Officer of the Group and a member of the Investment Committee. He joined the Group in 2006 and has served as the senior manager of Chongqing Longfor, the financial controller of Chengdu Longfor, the head of the Group's Financial Management Centre and the general manager of the Department of Finance of the Group. Mr. Zhao graduated from Zhongnan University of Economics and Law (中南財經政法大學), majoring in international accounting and obtained a bachelor degree in business administration. He is a member of China Institute of Certified Public Accountants. Before joining the Group, he served at Pan-China (Chongqing) Certified Public Accountants (重慶天健會計師事務所). Mr. Zhao is a director of certain subsidiaries of the Group.
Mr. Zhao has entered into a service contract as an executive director with the Company for a term of 3 years from 18 March 2021. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Zhao received emoluments in a total sum of approximately RMB42,971,000 for the year ended 31 December 2020. But, he did not receive any director 's fee for the said year. The director 's emoluments of Mr. Zhao was determined by board of Directors based on the recommendations of the remuneration committee of the Company, with reference the prevailing market rate.
Mr. Zhao has personal interest in 950,094 Shares and he has interest in 5,557,362 Shares granted under a restricted share award scheme through a trust within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Zhao (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.
Save as disclosed above, Mr. Zhao has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to his re-election as Director.
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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Frederick Peter Churchouse, aged 71, was appointed as independent non-executive director of the Company on November 1, 2009. Mr. Churchouse is also member of the Audit Committee and Environment, Social and Governance Committee of the Company. He has been involved in Asian securities and property investment markets for more than 30 years. Currently, he is a private investor including having his own family business, Portwood Company Limited. He is also an independent non-executive director of Hysan Development Company Limited (a company listed on the Stock Exchange).
In 2004, Mr. Churchouse set up an Asian investment fund under LIM Advisors. He acted as a director of LIM Advisors and as Responsible Officer until the end of 2009. Prior to this, Mr. Churchouse worked at Morgan Stanley as a managing director and advisory director from early 1988. He acted in a variety of roles including head of regional research, regional strategist and head of regional property research. Mr. Churchouse gained a Bachelor of Arts degree and a Master of Social Sciences degree from the University of Waikato in New Zealand.
Mr. Churchouse has entered into a service contract as an independent non-executive director with the Company for a term of 3 years commencing from 1 November 2018. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Under the service contract, Mr. Churchouse will receive director's fees of HK$400,000 per annum which was determined by board of Directors with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.
Mr. Churchouse has personal interests in 445,000 Shares within the meaning of Part XV of the SFO.
Save as disclosed above, (i) Mr. Churchouse has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.
Save as disclosed above, Mr. Churchouse has confirmed that there is no other information required to be brought to the attention of the shareholders and the Company or to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to his re-election as director of the Company.
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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Zeng Ming, aged 50, was appointed as independent non-executive director of the Company on June 3, 2011. He is also the chairman of the Remuneration Committee of the Company. Mr. Zeng is currently the chairman, Academic Council of Alibaba Group. He was the executive vice-president and Chief Strategy Officer of Alibaba Group. Mr. Zeng obtained his Doctor of Philosophy in International Business and Strategy from University of Illinois at Urbana-Champaign, USA in 1998 and a Bachelor of Arts degree in Economics from Fudan University (復旦大學) in 1991. Mr. Zeng was the professor of Strategy at Cheung Kong Graduate School of Business, Beijing China and a faculty member at INSEAD, France.
Mr. Zeng has entered into a service contract as an independent non-executive director with the Company for a term of 3 years commencing from 3 June 2020. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Under the service contract, Mr. Zeng will receive director's fees of HK$400,000 per annum which was determined by board of Directors with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.
Mr. Zeng has personal interests in 400,000 Shares within the meaning of Part XV of the
SFO.
Save as disclosed above, (i) Mr. Zeng has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.
Save as disclosed above, Mr. Zeng has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to his re-election as Director.
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NOTICE OF ANNUAL GENERAL MEETING
LONGFOR GROUP HOLDINGS LIMITED
龍湖集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 960)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Longfor Group Holdings Limited (the "Company") will be held at 2:30 p.m., on Wednesday, 16 June 2021 at Gloucester Room, 2nd Floor, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong for the following purposes:
ORDINARY RESOLUTIONS
- To receive and consider the audited consolidated financial statements, the report of the directors and the independent auditor 's report for the year ended 31 December 2020;
- To declare a final dividend of RMB1.03 per Share for the year ended 31 December 2020;
- (i) To re-elect Mr. Zhao Yi as executive director of the Company;
- To re-elect Mr. Federick Peter Churchouse as an independent non-executive director of the Company;
- To re-elect Mr. Zeng Ming as an independent non-executive director of the Company; and
- To authorize the board of directors of the Company to fix the Directors' remuneration;
- To re-appoint Deloitte Touche Tohmatsu as auditors and to authorize the board of directors to fix their remuneration;
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NOTICE OF ANNUAL GENERAL MEETING
5. To consider and, if thought fit, pass with or without amendments the following resolutions as an ordinary resolutions of the Company:
"THAT:
- subject to paragraph (c) of this Resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company (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 HK$0.10 each in the capital of the Company (the "Shares") or securities convertible into Shares and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power during or 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 in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities issued by the Company as at the date of this Resolution carrying a right to subscribe for or purchase shares or otherwise convertible into shares; or (iii) the exercise of the subscription rights under the share option schemes of the Company; or (iv) any scrip dividend scheme or similar arrangement for the grant or issue of shares or rights to acquire Shares of the Company, shall not exceed 20% of the total number of shares of the Company in issue as at the date of the passing of this Resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company after the passing of this resolution); and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
-
for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association of the Company and any applicable laws; and
- the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting; and
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company 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, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."
6. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
"THAT:
- subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares on the Stock Exchange subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
- the total number of the shares to be repurchased pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company after the passing of this resolution); and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
-
for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws; and
- the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting."
7. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
"THAT subject to the passing of ordinary resolutions numbered 5 and 6 above, the general mandate granted to the Directors pursuant to ordinary resolution numbered 5 be and is hereby extended by the addition to the total number of shares of the Company which may be allotted and issued or agreed to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 6, provided that such extended amount shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing of the said Resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company after the passing of this resolution)."
By Order of the Board
Longfor Group Holdings Limited
WU Yajun
Chairperson
Hong Kong, 26 April 2021
Notes:
- A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.
- To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarial certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting (as the case may be).
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NOTICE OF ANNUAL GENERAL MEETING
- The register of members of the Company will be closed from Thursday, 10 June 2021 to Wednesday, 16 June 2021, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to determine the identity of members who are entitled to attend and vote at the annual general meeting to be held on Wednesday, 16 June 2021, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 9 June 2021.
- The register of members of the Company will be closed from Wednesday, 23 June 2021 to Friday, 25 June 2021, both days inclusive, during which period no transfer of shares of the Company will be effected. To qualify for the proposed dividend, all share transfers documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 22 June 2021.
- An explanatory statement containing further details regarding ordinary resolutions numbered 5 to 7 above will be sent to shareholders together with the 2020 Annual Report.
- With regard to item no. 3 in this notice, details of the retiring Directors, namely Mr. Zhao Yi, Mr. Frederick Peter Churchouse, Mr. Zeng Ming proposed be re-elected as directors of the Company are set out in the Appendix II to the circular to shareholders of the Company dated 26 April 2021.
- Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all votes of shareholders at the Meeting will be taken by poll except where the chairman of the Meeting, 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 at the date of this notice, the Board comprises eight members: Madam Wu Yajun, Mr. Shao Mingxiao, Mr. Zhao Yi and Mr. Wang Guangjian who are executive Directors; and Mr. Frederick Peter Churchouse, Mr. Chan Chi On, Derek, Mr. Xiang Bing and Mr. Zeng Ming who are independent non-executive Directors.
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Longfor Properties Co. Ltd. published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2021 22:17:03 UTC.
