OKG TECHNOLOGY HOLDINGS LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer 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 OKG Technology Holdings Limited (the "Company"), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.
OKG Technology Holdings Limited
歐科雲鏈控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1499)
RENEWAL OF GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be held on Thursday, 27 August 2020 at 11:00 a.m. at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong is set out on pages AGM-1 to AGM-6 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting, or any adjournment thereof (as the case may be), should you so wish.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
Please take special note of note (11) to the Notice of Annual General Meeting for the measures to be taken at the annual general meeting of the Company to reduce the risk of COVID-19 spreading. You are strongly encouraged to appoint the Chairman of the annual general meeting as your proxy to vote according to your indicated voting instructions as an alternative to attending the annual general meeting in person.
28 July 2020
CONTENTS | |||
Page | |||
DEFINITIONS . | . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
APPENDIX I | - | EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
APPENDIX II | - | DETAILS OF RETIRING DIRECTORS | |
SUBJECT TO RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . | 10 | ||
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | AGM-1 |
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM" | the annual general meeting of the Company convened to |
be held on Thursday, 27 August 2020 at 11:00 a.m. at 7/F, | |
Nexxus Building, 77 Des Voeux Road Central, Hong Kong; |
"AGM Notice"
"Articles"
"Board"
"close associate(s)"
"Company"
the notice convening the AGM set out on pages AGM-1 to AGM-6 of this circular;
the amended and restated memorandum and articles of association of the Company, as amended from time to time;
the board of Directors;
has the same meaning as defined in the Listing Rules;
OKG Technology Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose Shares are listed on the Main Board of the Stock Exchange (stock code: 1499);
"core connected person"
"Director(s)"
"Group"
"HK$"
"Hong Kong"
"Issue Mandate"
has the same meaning as defined in the Listing Rules;
the director(s) of the Company;
the Company and its subsidiaries;
Hong Kong dollar, the lawful currency for the time being of Hong Kong;
the Hong Kong Special Administrative Region of the People's Republic of China;
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares set out as resolution No. 7 in the AGM Notice;
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DEFINITIONS
"Latest Practicable Date"
"Listing Date"
"Listing Rules"
"Repurchase Mandate"
"SFO"
"Share(s)"
"Shareholder(s)" "Stock Exchange" "Takeovers Code"
21 July 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
2 September 2015, being the date on which the Shares are listed and from which dealings in the Shares commenced on the Main Board of the Stock Exchange;
the Rules Governing the Listing of Securities on the Stock Exchange;
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares set out as resolution No. 8 in the AGM Notice;
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time;
ordinary share(s) of HK$0.005 each in the capital of the Company;
holder(s) of Share(s);
The Stock Exchange of Hong Kong Limited; and
The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong.
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LETTER FROM THE BOARD
OKG Technology Holdings Limited
歐科雲鏈控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1499) | |
Board of Directors: | Registered Office: |
Non-executive Directors | Clifton House |
Mr. Xu Mingxing | 75 Fort Street |
Mr. Tang Yue | PO Box 1350 |
Mr. Pu Xiaojiang | Grand Cayman KY1-1108 |
Cayman Islands | |
Executive Director | |
Mr. Ren Yunan (Chairman and Chief Executive Officer) | Headquarters and Principal |
Place of Business in Hong Kong: | |
Independent non-executive Directors | Unit 902-903 |
Mr. Li Zhouxin | 9th Floor, Sino Plaza |
Mr. Lee Man Chiu | 255-257 Gloucester Road |
Mr. Jiang Guoliang | Causeway Bay |
Hong Kong |
28 July 2020
To the Shareholders,
Dear Sir or Madam,
RENEWAL OF GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate; (ii) furnish you details of the proposed re-election of retiring Directors; (iii) set out an explanatory statement regarding the Repurchase Mandate; and (iv) give you notice of the AGM.
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LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES
The Company's existing mandates to issue and repurchase Shares were approved by its then Shareholders on 23 August 2019. Unless otherwise renewed, the existing mandates to issue and repurchase Shares will lapse at the conclusion of the AGM.
Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:
- to allot, issue and otherwise deal with new Shares with an aggregate number of Shares not exceeding 20% of the number of Shares in issue as at the date of passing the proposed resolution at the AGM; and
- to repurchase Shares with an aggregate number of Shares not exceeding 10% of the number of Shares in issue as at the date of passing the proposed resolution at the AGM.
In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if granted to the Directors at the AGM).
The Board has no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).
An explanatory statement containing information regarding the Repurchase Mandate is set out in Appendix I to this circular.
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
Mr. Tang Yue ("Mr. Tang") was appointed by the Board as a non-executive Director with effect from 20 July 2020. In accordance with article 112 of the Articles, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Thus, Mr. Tang shall hold office until the AGM and, being eligible, will offer himself for re-election at the AGM.
In accordance with article 108 of the Articles, Mr. Li Zhouxin and Mr. Lee Man Chiu shall retire by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM.
Each of Mr. Li Zhouxin and Mr. Lee Man Chiu being independent non-executive Directors, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board is of the view that each of Mr. Li Zhouxin and Mr. Lee Man Chiu meets the independence guideline set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guideline. Considering that Mr. Li Zhouxin and Mr. Lee Man Chiu possess extensive knowledge and skills in their respective areas, on recommendation of the nomination committee of the Board, the Board believes that their re-election of independent non-executive Directors can continue to bring contribution to the Board and its diversity and thus recommends them for re-election at the AGM.
Details of the Directors who are proposed to be re-elected at the AGM as required to be disclosed under the Listing Rules are set out in Appendix II to this Circular.
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LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the AGM
The AGM is scheduled to be held on Thursday, 27 August 2020. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 24 August 2020 to Thursday, 27 August 2020, both days inclusive, during which period no transfer of Shares of the Company will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of Shares of the Company should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Friday, 21 August 2020.
ANNUAL GENERAL MEETING
A notice convening the AGM to be held on Thursday, 27 August 2020 at 11:00 a.m. at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on pages AGM-1 to AGM-6 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.
You will find enclosed a form of proxy for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof (as the case may be), should you so wish.
RECOMMENDATION
The Board considers that the granting of the Issue Mandate, the Repurchase Mandate, the extension to the Issue Mandate and the re-election of retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favour of the relevant resolutions as set out in the AGM Notice at the forthcoming AGM.
By order of the Board
OKG Technology Holdings Limited
Ren Yunan
Chairman, Chief Executive Officer and Executive Director
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APPENDIX I | EXPLANATORY STATEMENT |
This appendix includes an explanatory statement required by the Stock Exchange to be presented to Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.
1. LISTING RULES FOR REPURCHASES OF SHARES
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.
The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution in a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.
2. FUNDING AND IMPACT OF REPURCHASES
Any repurchase will be made out of funds which are legally available for the purpose in accordance with the Articles, the Listing Rules and the applicable laws of the Cayman Islands. As compared with the financial position of the Company as at 31 March 2020 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event the proposed repurchases were to be carried out in full during the proposed repurchase period.
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 of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.
3. REASONS FOR REPURCHASES
The Directors believe that it is in the interests of the Company and the Shareholders as a whole to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
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APPENDIX I | EXPLANATORY STATEMENT |
4. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 5,341,220,000 Shares.
Subject to the passing of the relevant ordinary resolution to approve the Repurchase Mandate to repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 534,122,000 Shares.
5. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Articles.
6. EFFECT OF THE TAKEOVERS CODE
If as a result of a repurchase of 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 purpose of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the shareholder's interest, 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, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:
Approximate % of interest | |||
if Repurchase | |||
Number of Shares | as at the Latest | Mandate is | |
Name | held/interested | Practicable Date | exercised in full |
Xu Mingxing (Note 1) | 3,904,925,001 | 73.11 | 81.23 |
OKC Holdings Corporation | 3,904,925,001 | 73.11 | 81.23 |
("OKC") (Note 1 & 2) |
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APPENDIX I | EXPLANATORY STATEMENT |
Note 1: Mr. Xu Mingxing's wholly-owned company, namely StarXu Capital Limited, holds (i) approximately 29.26% equity interest in OKC; (ii) approximately 59.24% equity interest in Sky Chaser Holdings Limited, which in turn holds approximately 1.45% interest in OKC; and Mr. Xu's wholly-owned company, namely OKEM Services Company Limited, holds approximately 26.06% equity interest in OKC. Therefore, Mr. Xu is deemed to be interested in the 3,904,925,001 shares of the Company held by OKC pursuant to the SFO.
Note 2: Mr. Tang Yue's wholly-owned company, Purple Mountain Holding Ltd., holds direct interest in 3,898,103 ordinary shares, 3,068,409 series seed preferred shares and 1,612,142 series A-1 preferred shares of par value of USD0.0001 each of OKC, representing approximately 7.39% equity interest OKC.
In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the interests of each of the above Shareholders in the Company would be increased to approximately the percentages as set out opposite their respective names in the table above. On the basis of the aforesaid increase of shareholding held by the Shareholders set out above, the Directors consider that such repurchases of Shares may result in the Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate were exercised in full. The Directors do not intend to exercise the power to repurchase Shares to an extent which would render the aforesaid Shareholders or any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. The exercise of the Repurchase Mandate in full would not result in a public shareholding of less than the minimum public float requirement of 25% of the total issued share capital of the Company.
7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/ her/it to the Company in the event that the Company is authorised to make repurchases of Shares.
8. SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months ended on the Latest Practicable Date.
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APPENDIX I | EXPLANATORY STATEMENT |
9. 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 price | ||
Highest | Lowest | |
HK$ | HK$ | |
2019 | ||
July | 0.158 | 0.129 |
August | 0.162 | 0.136 |
September | 0.243 | 0.146 |
October | 0.320 | 0.190 |
November | 0.380 | 0.219 |
December | 0.360 | 0.275 |
2020 | ||
January | 0.300 | 0.180 |
February | 0.295 | 0.186 |
March | 0.250 | 0.185 |
April | 0.236 | 0.200 |
May | 0.216 | 0.165 |
June | 0.227 | 0.171 |
July (up to the Latest Practicable Date) | 0.233 | 0.193 |
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APPENDIX II | DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION |
Set out below are details of the Directors proposed to be re-elected at the AGM.
- Mr. Tang Yue ("Mr. Tang")（唐越先生）, aged 49, is our non-executive Director.
Mr. Tang graduated from the Concordia College with Bachelor of Arts degree in 1993. He is currently a director of OKC Holdings Corporation ("OKC"). Mr. Tang is the founder of X Financial (NYSE: XYF), a leading technology-driven personal finance company in China, wherein he serves as the Chairman and CEO since March 2014. Mr. Tang is a renowned internet entrepreneur and investor in China. Mr. Tang was the co-founder of eLong, Inc., a leading online travel service company in China, at which he served as the Chairman and CEO from 1999 to 2006. After that, Mr. Tang co-founded Blue Ridge China with Blue Ridge Capital, a leading U.S. hedge fund. Mr. Tang then worked as the managing partner of Blue Ridge China, a private equity fund that invested in companies in China from 2006 to 2014. Mr. Tang is a founding member of the China Entrepreneur Club, a founding member of the Paradise International Foundation, a member of The Nature Conservancy China Board, and a founding member of the Beijing SmileAngel Children's Hospital.
As at the date of this circular, an aggregate of 3,904,925,001 shares of the Company, representing approximately 73.11% of the total issued share capital of the Company are held by OKC and OKC is therefore an associated corporation of the Company for the purposes of Part XV of the SFO. Mr. Tang Yue's wholly-owned company, Purple Mountain Holding Ltd., holds direct interest in OKC of approximately 7.39%. Thus, Mr. Tang is deemed to be interested in approximately 7.39% of the shares in OKC, an associated corporation of the Company, pursuant to the SFO.
Save as disclosed above, Mr. Tang has not held any other directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.
A letter of appointment has been signed by Mr. Tang, pursuant to which he will be entitled to an annual director's fees of HK$600,000, determined with reference to his background, qualifications, experience, level of responsibilities undertaken with the Company and the prevailing market conditions. The letter of appointment does not specify any fixed term of service and may be terminated by either party giving to the other not less than one-month prior notice in writing. Mr. Tang will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.
As far as the Directors aware, Mr. Tang does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.
As far as the Directors aware and save as disclosed above, Mr. Tang did not have any other interest or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO as at the Latest Practicable Date.
Save as disclosed above, there is no information of Mr. Tang to be disclosed pursuant to any of the requirement under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Tang that need to be brought to the attention of the Shareholders.
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APPENDIX II | DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION |
- Mr. Li Zhouxin（李周欣先生）, aged 35, is our independent non-executive Director.
Mr. Li Zhouxin graduated from Fuzhou University with a bachelor degree in finance in 2007 and received an EMBA degree from the Hong Kong University of Science and Technology in June 2019. Mr. Li Zhouxin is a PRC certified public accountant (non-practising) and a certified management accountant recognised by The Institute of Management Accountants in the United States of America. Mr. Li Zhouxin also holds the Certification in Risk Management Assurance accredited by The Institute of Internal Auditors.
Mr. Li Zhouxin currently serves as a non-executive director of Prosperous Future Holdings Limited 未來發展控股有限公司 (formerly known as Future Development Holdings Limited and China Child Care Corporation Limited 中國兒童護理有限公司) (stock code: 1259), a
company listed on the Main Board of Stock Exchange. Mr. Li Zhouxin worked as an auditor and assistant manager of the audit division at KPMG Consulting (China) Co., Ltd. from August 2007 to December 2010. From December 2010 to November 2011, he served as finance manager at a company listed on the main board of NASDAQ. Mr. Li Zhouxin is currently the vice chairman of the 8th Executive Committee of the Youth Business Association of Fujian Province.
Save as disclosed above, Mr. Li Zhouxin has not held any other directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.
A letter of appointment has been signed by Mr. Li Zhouxin, pursuant to which he will be entitled to an annual director's fees of HK$240,000, determined with reference to his background, qualifications, experience, level of responsibilities undertaken with the Company and the prevailing market conditions. The letter of appointment does not specify any fixed term of service and may be terminated by either party giving to the other not less than one-month prior notice in writing. Mr. Li Zhouxin will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.
As far as the Directors aware, Mr. Li Zhouxin does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.
As far as the Directors aware, Mr. Li Zhouxin did not have any interest or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO as at the Latest Practicable Date.
Save as disclosed above, there is no information of Mr. Li Zhouxin to be disclosed pursuant to any of the requirement under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Li Zhouxin that need to be brought to the attention of the Shareholders.
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APPENDIX II | DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION |
- Mr. Lee Man Chiu（李文昭先生）, aged 47, is our independent non-executive Director.
Mr. Lee Man Chiu graduated from Harvard College with a Bachelor of Arts degree in 1994. He subsequently obtained his Juris Doctor degree from Georgetown University Law Center in 1998. Since 1999, he has been licensed and admitted to practice as an Attorney and Counsellor at Law in all courts of the State of New York. He is also a solicitor of the High Court of Hong Kong.
Mr. Lee Man Chiu has extensive experience in the practice of law. He has been in Asia since 2000 and has practiced in a number of international law firms including Clifford Chance, Morrison
- Foester and Orrick Herrington & Sutcliffe. He is currently a corporate partner at Dentons Hong Kong and was a partner at Hogan Lovells and Locke Lord. Mr. Lee Man Chiu advises on a broad range of transactions, including equity offerings and listings (in particular, U.S. IPOs and Hong Kong IPOs with a Rule 144A tranche), private equity and venture capital, cross-border mergers and acquisitions, and general corporate and banking. Mr. Lee Man Chiu's experience includes representing issuers and underwriters in IPOs and private placement of equity and debt securities and in connection with the structuring, issuance, and distribution of fixed and floating rate bonds, high-yield bonds, perpetual securities, convertible debt securities, asset-backed securities and derivative financial products. Mr. Lee Man Chiu has also represented listed companies in securities law compliance matters and buyers and sellers in merger and acquisition transactions and drafted corporate documents, including contracts, royalty agreements and license agreements for start-up companies, as well as other documentation for general corporate and banking transactions.
Save as disclosed above, Mr. Lee Man Chiu has not held any other directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.
A letter of appointment has been signed by Mr. Lee Man Chiu, pursuant to which he will be entitled to an annual director's fees of HK$240,000, determined with reference to his background, qualifications, experience, level of responsibilities undertaken with the Company and the prevailing market conditions. The letter of appointment does not specify any fixed term of service and may be terminated by either party giving to the other not less than one-month prior notice in writing. Mr. Lee Man Chiu will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.
As far as the Directors aware, Mr. Lee Man Chiu does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.
As far as the Directors aware, Mr. Lee Man Chiu did not have any interest or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO as at the Latest Practicable Date.
Save as disclosed above, there is no information of Mr. Lee Man Chiu to be disclosed pursuant to any of the requirement under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Lee Man Chiu that need to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
OKG Technology Holdings Limited
歐科雲鏈控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1499)
NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of OKG Technology Holdings Limited (the "Company") will be held on Thursday, 27 August 2020 at 11:00 a.m. at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
- To receive and consider the audited consolidated financial statements and the reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 March 2020.
- To re-appoint HLB Hodgson Impey Cheng Limited as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
- To re-elect Mr. Tang Yue as a non-executive director of the Company.
- To re-elect Mr. Li Zhouxin as an independent non-executive director of the Company.
- To re-elect Mr. Lee Man Chiu as an independent non-executive director of the Company.
- To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
AGM - 1
NOTICE OF ANNUAL GENERAL MEETING
7. "THAT:
- subject to paragraph (C) of this resolution below, 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 in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
- the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) during or after the end of the Relevant Period;
- the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and
- of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/ or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company (the "Articles") from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the time of passing this resolution and the said approval shall be limited accordingly; and
AGM - 2
NOTICE OF ANNUAL GENERAL MEETING
-
for the purposes of this resolution:
"Relevant Period" means the period from the time of 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 laws of the Cayman Islands or the Company's Articles to be held; or
- the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members 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)."
8. "THAT:
- subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;
AGM - 3
NOTICE OF ANNUAL GENERAL MEETING
- the approval in paragraph (A) of this resolution above 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 repurchase its shares at a price determined by the Directors;
- the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the time 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 time of 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 laws of the Cayman Islands or the Company's articles of association to be held; or
- the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
9. "THAT conditional upon the passing of Resolution Nos. 7 and 8 as set out in this notice convening the Meeting of which this Resolution forms part ("this Notice"), the general mandate granted to the directors of the Company pursuant to Resolution No. 7 as set out in this Notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 8 as set out in this Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution."
By order of the Board
OKG Technology Holdings Limited
Ren Yunan
Chairman, Chief Executive Officer and Executive Director
Hong Kong, 28 July 2020
AGM - 4
NOTICE OF ANNUAL GENERAL MEETING
Notes:
- Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
- The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.
- To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
- No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
- Where there are joint holders of any shares, any one of such joint holder may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
- Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
- An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against Ordinary Resolution No. 8 as set out in this notice is enclosed in this circular.
- Concerning agenda items 3 to 5 above, Mr. Tang Yue is proposed to be re-elected as a non-executive Director of the Company while each of Mr. Li Zhouxin and Mr. Lee Man Chiu, is proposed to be re-elected as an independent non-executive Director of the Company. The biographical details and interests in the securities of the Company (if any) are set out in Appendix II to this circular.
- The register of members of the Company will be closed from Monday, 24 August 2020 to Thursday, 27 August 2020 (both days inclusive) for the purpose of determining the right to attend and vote at the AGM, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the forthcoming AGM, all share transfer documents accompanied by the corresponding share certificates must be lodged with the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Friday, 21 August 2020.
AGM - 5
NOTICE OF ANNUAL GENERAL MEETING
- A form of proxy for use at the Meeting is enclosed.
- To safeguard the health and safety of attending shareholders and proxies and to reduce the risk of COVID-19 spreading, the following precautionary measures will be taken at the annual general meeting of the Company:
- Compulsory body temperature check;
- Mandatory wearing of surgical face mask;
- No refreshments will be served; and
- No entry will be allowed to any person who is subject to mandatory quarantine order imposed by the HKSAR Government and any person who does not comply with the precautionary measures may be denied entry into the meeting venue.
Shareholders are strongly encouraged to appoint the Chairman of the annual general meeting of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the annual general meeting of the Company in person.
Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement(s) on such measures as appropriate.
12. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
AGM - 6
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Leap Holdings Group Ltd. published this content on 27 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 July 2020 10:35:22 UTC
