SINCERE WATCH (HONG KONG) 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 Sincere Watch (Hong Kong) Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker 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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 444)
PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS
GRANT OF GENERAL MANDATES TO ISSUE
AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Sincere Watch (Hong Kong) Limited to be held at 72nd Floor, The Center, 99 Queen's Road Central, Hong Kong on Friday, 28 August 2020 at 11:00 a.m. is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to Sincere Watch (Hong Kong) Limited'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 as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof (as the case may be) should you so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.
24 July 2020
CONTENTS | ||
Page | ||
Definitions . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
Appendix I | - Information on Retiring Directors Proposed for Re-election . . . . . . . | 7 |
Appendix II | - Explanatory Statement for the Repurchase Mandate . . . . . . . . . . . . . . | 11 |
Appendix III | - AGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 14 |
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
''AGM''
''AGM Notice'' ''Articles'' ''Board''
''close associate(s)'' ''Companies Law''
''Company''
''core connected person(s)'' ''Director(s)''
''Group''
''Hong Kong''
''Issue Mandate''
''Latest Practicable Date''
DEFINITIONS
''Listing Rules''
''Memorandum''
''Repurchase Mandate''
''SFO''
''Share(s)''
''Shareholder(s)'' ''Stock Exchange'' ''Takeovers Code''
''HK$'' ''%''
the Rules Governing the Listing of Securities on the Stock Exchange
the Memorandum of Association of the Company
the general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to purchase Shares up to a maximum of 10% of the total number of Shares in issue at the date of the passing of the resolution granting such mandate, such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of shares of the Company after the passing of such resolution
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
ordinary share(s) of HK$0.02 each in the share capital of the Company
holder(s) of Share(s)
The Stock Exchange of Hong Kong Limited
the Code on Takeovers and Mergers as approved by the Securities and Futures Commission
Hong Kong dollars, the lawful currency of Hong Kong
per cent.
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LETTER FROM THE BOARD
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 444)
Executive Directors: | Registered Office: |
Mrs. CHU Yuet Wah (Chairman) | Cricket Square |
Mr. ZHANG Xiaoliang | Hutchins Drive |
(Deputy Chairman and Chief Executive Officer) | P.O. Box 2681 |
Mr. CHU, Kingston Chun Ho | Grand Cayman |
Mr. YANG Guangqiang | KY1-1111 |
Mr. AN Muzong | Cayman Islands |
Independent Non-executive Directors: | Head Office and Principal Place |
Ms. LO Miu Sheung, Betty | of Business in Hong Kong: |
Mr. YU Zhenxin | Offices Nos. 6101-6103 |
Mr. ZONG Hao | 61st Floor |
Mr. CHIU Sin Nang, Kenny | The Center |
99 Queen's Road Central | |
Hong Kong | |
24 July 2020 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS
GRANT OF GENERAL MANDATES TO ISSUE
AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you the AGM Notice and provide you with information of the resolutions to be proposed at the AGM for approval of (i) re-election of retiring Directors; (ii) grant of the Issue Mandate to issue Shares; and (iii) grant of the Repurchase Mandate to repurchase Shares.
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LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
Pursuant to Article 108 of the Articles, Mr. YU Zhenxin, Mr. ZONG Hao and Mr. CHIU Sin Nang, Kenny shall retire by rotation from office at the AGM and, being eligible, have offered themselves for re-election.
The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy, the Nomination Policy and the independence of all Independent Non-executive Directors. The Nomination Committee of the Company has recommended to the Board on re-election of Mr. YU Zhenxin, Mr. ZONG Hao and Mr. CHIU Sin Nang, Kenny as the Independent Non- executive Directors who are due to retire by rotation at the AGM. The Company considers that the retiring Independent Non-executive Directors are independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
Information on the retiring Directors who are proposed to be re-elected at the AGM are provided in Appendix I to this circular.
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
Pursuant to the ordinary resolutions passed by the Shareholders at the annual general meeting of the Company held on 30 August 2019, the Directors were granted general mandates to (i) repurchase Shares on the Stock Exchange up to 10% of the total number of Shares in issue as at 30 August 2019; (ii) allot, issue and otherwise deal with Shares not exceeding 20% of the total number of Shares in issue as at 30 August 2019; and (iii) allot, issue and otherwise deal with Shares repurchased pursuant to the repurchase mandate granted.
No Share has been repurchased or issued pursuant to the above general mandates granted.
At the AGM, separate ordinary resolutions will be proposed to seek the approval of the Shareholders to renew these general mandates to enable the Directors to:
- repurchase Shares up to a maximum of 10% of the total number of Shares in issue at the date of the passing of the resolution, such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of shares of the Company after the passing of such resolution;
- allot, issue and otherwise deal with new Shares up to a maximum of 20% of the total number of Shares in issue at the date of the passing of the resolution, such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of shares of the Company after the passing of such resolution; and
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LETTER FROM THE BOARD
- subject to the passing of the aforesaid ordinary resolutions, extend the mandate granted to the Directors under (ii) above by adding to it the aggregate number of Shares repurchased by the Company pursuant to the Repurchase Mandate.
An explanatory statement as required by the relevant provisions of the Listing Rules concerning the repurchase by companies of their own shares on the Stock Exchange is set out in Appendix II to this circular.
AGM
The AGM Notice is set out on pages 14 to 18 of this circular.
A form of proxy for use at the AGM is enclosed with this circular. To be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be lodged 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 less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof (as the case may be). In such event, the instrument appointing the proxy shall be deemed to be revoked.
LISTING RULES REQUIREMENT
According to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll.
RECOMMENDATIONS
The Board considers that the proposals for the re-election of the retiring Directors, the grant of the Issue Mandate and the Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
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LETTER FROM THE BOARD
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular.
Yours faithfully,
For and on behalf of the Board
Sincere Watch (Hong Kong) Limited
Chu Yuet Wah
Chairman
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APPENDIX I | INFORMATION ON RETIRING DIRECTORS |
PROPOSED FOR RE-ELECTION | |
The following are the particulars of the retiring Directors proposed to be re-elected at the AGM:
-
Mr. YU Zhenxin
Independent Non-executive Director
Mr. YU Zhenxin, aged 49, was appointed as an Independent Non-executive Director of the Company on 27 August 2016. He is a director and the general manager of Suzhou Huaze Nano Material Company Limited (蘇州華澤納米材料有限公司). Mr. Yu was a director of the office of the board of directors and supervisory board of Minsheng Life Insurance Company Limited (民生人壽保險股份有限公司) from 2007 to 2012, and the secretary of the general office of All-China Federation of Industry and Commerce (中華全 國工商業聯合會) from 1998 to 2010. He graduated from Graduate School of Chinese Academy of Social Sciences (中國社會科學院研究生院) in March 1998 with a Master's degree in Investment Economics.
There is a letter of appointment entered into between the Company and Mr. Yu. The term of appointment of Mr. Yu is initially for a period of one year commencing on 27 August 2016 and renewable automatically for successive terms of one year each commencing from the day next after the expiry of the then current term of his appointment. Mr. Yu is subject to the requirements of retirement by rotation and reelection at annual general meetings of the Company in accordance with the Articles. Mr. Yu is entitled to an annual director's fee of HK$192,000 as an Independent Non-executive Director of the Company. The emoluments of the Directors are determined by the Board on the basis of the Company's performance and profitability, the duties, responsibility and contribution of the Directors, and the remuneration benchmark in the industry, with reference to the recommendation of the Remuneration Committee of the Company.
As at the Latest Practicable Date, Mr. Yu did not have any interest in the Shares within the meaning of Part XV of the SFO.
Saved as disclosed above, (i) Mr. Yu does not hold any directorship in other public listed companies in Hong Kong or overseas in the past three years or any position in the Group, nor he has any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, and (ii) there is no information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.
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APPENDIX I | INFORMATION ON RETIRING DIRECTORS |
PROPOSED FOR RE-ELECTION | |
- Mr. ZONG Hao
Independent Non-executive Director
Mr. ZONG Hao, aged 50, was appointed as an Independent Non-executive Director of the Company on 10 December 2016. He obtained a degree of the Master of Laws from Buffalo Law School, the State University of New York in 1997. Mr. Zong is currently an executive director and chief executive officer of King Stone Energy Group Limited, a company listed on the Main Board of the Stock Exchange. He was the chief representative of Cherry Lane Music Publishing Company Inc. Beijing office from 2003 to 2010, the executive vice president of Quintana China and Taggart China LLC from 2007 to January 2013 and an independent director of Suzhou Electrical Apparatus Science Academy Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 300215), from 2009 to 2015.
There is a letter of appointment entered into between the Company and Mr. Zong. The term of appointment of Mr. Zong is initially for a period of one year commencing on 10 December 2016 and renewable automatically for successive terms of one year each commencing from the day next after the expiry of the then current term of his appointment. Mr. Zong is subject to the requirements of retirement by rotation and reelection at annual general meetings of the Company in accordance with the Articles. Mr. Zong is entitled to an annual director's fee of HK$192,000 as an Independent Non- executive Director of the Company. The emoluments of the Directors are determined by the Board on the basis of the Company's performance and profitability, the duties, responsibility and contribution of the Directors, and the remuneration benchmark in the industry, with reference to the recommendation of the Remuneration Committee of the Company.
As at the Latest Practicable Date, Mr. Zong did not have any interest in the Shares within the meaning of Part XV of the SFO.
Saved as disclosed above, (i) Mr. Zong does not hold any directorship in other public listed companies in Hong Kong or overseas in the past three years or any position in the Group, nor he has any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, and (ii) there is no information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.
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APPENDIX I | INFORMATION ON RETIRING DIRECTORS |
PROPOSED FOR RE-ELECTION | |
- Mr. CHIU Sin Nang, Kenny
Independent Non-executive Director
Mr. CHIU Sin Nang, Kenny, aged 58, was appointed as an Independent Non- executive Director of the Company on 10 December 2016. He has over 30 years of experience in accounting. Mr. Chiu has held various senior accounting and finance positions in sectors of property investment and development, and information technology development business. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and the CPA Australia. Mr. Chiu received a Master of Accountancy degree from The Chinese University of Hong Kong in December 2006, a Bachelor of Laws degree from the Peking University, the People's Republic of China in July 1998, a degree of Master of Commerce in Accounting from The University of New South Wales, Australia in May 1989, a Bachelor of Administrative Studies degree and a Bachelor of Arts (Economics) degree from the York University, Canada in June 1986 and June 1985 respectively. He is currently an executive director of Kin Shing Holdings Limited, an independent non-executive director of KEYNE LTD (formerly known as Nine Express Limited) and an independent non-executive director of Kingston Financial Group Limited, all of which are listed on the Main Board of the Stock Exchange.
Apart from being an independent non-executive director of Kingston Financial Group Limited in which (i) Mrs. Chu Yuet Wah, being the Chairman, an Executive Director and a substantial shareholder of the Company, holds board position and has controlling interests therein, (ii) Mr. Chu, Kingston Chun Ho, being an Executive Director of the Company, holds board position therein, and (iii) Ms. Lo Miu Sheung, Betty, being an Independent Non-executive Director of the Company, holds board position therein, Mr. Chiu does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.
There is a letter of appointment entered into between the Company and Mr. Chiu. The term of appointment of Mr. Chiu is initially for a period of one year commencing on 10 December 2016 and renewable automatically for successive terms of one year each commencing from the day next after the expiry of the then current term of his appointment. Mr. Chiu is subject to the requirements of retirement by rotation and reelection at annual general meetings of the Company in accordance with the Articles. Mr. Chiu is entitled to an annual director's fee of HK$192,000 as an Independent Non- executive Director of the Company. The emoluments of the Directors are determined by the Board on the basis of the Company's performance and profitability, the duties, responsibility and contribution of the Directors, and the remuneration benchmark in the industry, with reference to the recommendation of the Remuneration Committee of the Company.
As at the Latest Practicable Date, Mr. Chiu did not have any interest in the Shares within the meaning of Part XV of the SFO.
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APPENDIX I | INFORMATION ON RETIRING DIRECTORS |
PROPOSED FOR RE-ELECTION | |
Saved as disclosed above, (i) Mr. Chiu does not hold any directorship in other public listed companies in Hong Kong or overseas in the past three years or any position in the Group, nor he has any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, and (ii) there is no information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.
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APPENDIX II | EXPLANATORY STATEMENT FOR THE |
REPURCHASE MANDATE | |
This appendix serves as an explanatory statement as required by the Listing Rules to provide the requisite information to you for your consideration of the proposal of the Repurchase Mandate.
GENERAL MANDATE TO REPURCHASE SHARES
At the AGM, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of Shares in issue at the date of the passing of the resolution to approve the Repurchase Mandate, such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of shares of the Company after the passing of such resolution.
The Repurchase Mandate will continue to be in force until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Companies Law and the Articles; or (iii) the revocation by ordinary resolution of Shareholders in general meeting, whichever is the earlier.
(a) Share capital
As at the Latest Practicable Date, the number of Shares in issue was 6,043,950,000 Shares. Accordingly, the exercise of the Repurchase Mandate in full (being the repurchase of 10% of the Shares in issue at the date of the passing of the resolution to approve the Repurchase Mandate) would enable the Company to repurchase 604,395,000 Shares (assuming no Share is issued or repurchased after the Latest Practicable Date and up to the date of the passing of the relevant resolution).
(b) Source of funds
Repurchases must be funded out of funds legally available for the purpose in accordance with the Articles and the laws of the Cayman Islands. Under the laws of the Cayman Islands, any repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if so authorised by its Articles and subject to the provisions of the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by its Articles and subject to the provisions of the Companies Law, out of capital.
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APPENDIX II | EXPLANATORY STATEMENT FOR THE |
REPURCHASE MANDATE | |
- Reasons for repurchases
The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have general authority from the Shareholders to enable the Company to repurchase Shares in the market. 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 earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
(d) Funding of repurchases
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum and Articles, the Listing Rules and the applicable laws of the Cayman Islands.
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements as at 31 March 2020) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as it would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Group.
- General
As at the Latest Practicable Date, none of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) have any present intention to sell any Share to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, 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.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Articles, the Listing Rules and the applicable laws of the Cayman Islands.
If, as a result of a repurchase of Shares, 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 the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. To the best of the knowledge and belief of the Directors, Sky League Limited, which is wholly owned by Wang Fang, is interested in 1,294,370,000 Shares, representing approximately 21.42% of the total number of issued Shares as at the Latest Practicable Date. In the event that the Directors
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APPENDIX II | EXPLANATORY STATEMENT FOR THE |
REPURCHASE MANDATE | |
should exercise in full the power to repurchase the Shares which is proposed to be granted pursuant to the Repurchase Mandate, assuming the present shareholding otherwise remained the same, the interests of Sky League Limited in the Company would be increased to approximately 23.80% of the total number of issued Shares. In the opinion of the Directors, such increase may not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors are not aware of any consequences which will arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate. The Directors have no present intention to exercise the power to repurchase Shares to the extent that the total number of issued Shares in public hands would be reduced to less than 25%.
No repurchase of Shares (whether on the Stock Exchange or otherwise) has been made by the Company or any of its subsidiaries during the six months preceding the Latest Practicable Date.
- Share prices
The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:
Year | Month | Highest | Lowest |
HK$ | HK$ | ||
2019 | July | 0.180 | 0.160 |
August | 0.163 | 0.130 | |
September | 0.159 | 0.137 | |
October | 0.156 | 0.138 | |
November | 0.217 | 0.143 | |
December | 0.166 | 0.139 | |
2020 | January | 0.150 | 0.121 |
February | 0.130 | 0.100 | |
March | 0.110 | 0.073 | |
April | 0.103 | 0.082 | |
May | 0.098 | 0.060 | |
June | 0.088 | 0.065 | |
July (up to the Latest Practicable Date) | 0.075 | 0.064 |
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APPENDIX III | AGM NOTICE |
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 444)
NOTICE IS HEREBY GIVEN that an annual general meeting of Sincere Watch (Hong Kong) Limited (the ''Company'') will be held at 72nd Floor, The Center, 99 Queen's Road Central, Hong Kong on Friday, 28 August 2020 at 11:00 a.m. for the following purposes:
- To receive and adopt the audited consolidated financial statements and the reports of the directors and the independent auditor for the year ended 31 March 2020.
- To re-elect the retiring directors and to authorise the board of directors to fix the directors' remuneration.
- To re-appoint BDO Limited as auditor for the year ending 31 March 2021 and to authorise the board of directors to fix the auditor's remuneration.
- To consider and, if thought fit, pass (with or without modifications) the following resolution as an ordinary resolution:
''THAT - subject to paragraph (b) below, the exercise by the directors of the Company (''Directors'') during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company (''Shares'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the 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 as amended from time to time, be and is hereby generally and unconditionally approved;
- the maximum number of Shares which the Directors are authorised to repurchase pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of Shares in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller 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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APPENDIX III | AGM NOTICE |
- for the purpose of this resolution:
''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company (the ''Articles'') or any applicable laws of the Cayman Islands to be held; and
- the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.''.
5. To consider and, if thought fit, pass (with or without modifications) the following resolution as an ordinary resolution:
''THAT
- subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power after the end of the Relevant Period (as hereinafter defined);
- the total amount of Shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to or in consequence of (i) a Rights Issue (as hereinafter defined); (ii) an issue of Shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares; (iii) an issue of Shares upon the exercise of the subscription or conversion rights under the terms of any warrants or any securities of the Company which are convertible into Shares or warrants to subscribe for Shares; or (iv) any scrip dividends or similar arrangement, providing for the allotment and issue of Shares in lieu of the whole or part of a dividend or Shares in accordance with the Articles from time to time, shall not exceed 20% of the total number of Shares in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the
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APPENDIX III | AGM NOTICE |
Shares into a larger or smaller number of shares of the Company after 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 Articles or any applicable laws of the Cayman Islands to be held; and
- the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company; and
''Rights Issue'' means an offer of Shares open for a period fixed by the Directors to the holders of Shares on the register 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 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 applicable to the Company).''.
6. To consider and, if thought fit, pass (with or without modifications) the following resolution as an ordinary resolution:
''THAT subject to the passing of the resolution nos. 4 and 5 set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional Shares pursuant to resolution no. 5 set out in the notice convening this meeting be and is hereby extended by the addition thereto of such number of Shares repurchased by the Company under the authority granted pursuant to resolution no. 4 set out in the notice convening this meeting, provided that such amount of Shares so repurchased shall not exceed 10% of the total number of Shares in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of shares of the Company after the passing of this resolution).''.
By Order of the Board
Sincere Watch (Hong Kong) Limited
Chu Yuet Wah
Chairman
Hong Kong, 24 July 2020
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APPENDIX III | AGM NOTICE |
Notes:
- Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. Any member of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the meeting. A proxy need not be a member of the Company.
- To be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be lodged 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 less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should he/she/it so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.
- Where there are joint holders of any Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares 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.
- For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 25 August 2020 to Friday, 28 August 2020, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the entitlement to attend and vote at the meeting, all transfer documents accompanied by the relevant share certificates must be lodged 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 for registration not later than 4:30 p.m. on Monday, 24 August 2020.
- If typhoon signal no. 8 or above, or a ''black'' rainstorm warning or extreme conditions caused by super typhoons is in effect in Hong Kong at any time after 8:00 a.m. on the date of the annual general meeting, the meeting will be adjourned. The Company will publish an announcement on the website of the Company at http://www.sincerewatch.com.hk and on the HKEXnews website of the Stock Exchange at http://www.hkexnews.hk to notify shareholders of the date, time and venue of the adjourned meeting.
- As at the date of this notice, the board of Directors comprises 5 executive Directors, namely Mrs. Chu Yuet Wah (Chairman), Mr. Zhang Xiaoliang (Deputy Chairman and Chief Executive Officer), Mr. Chu, Kingston Chun Ho, Mr. Yang Guangqiang and Mr. An Muzong, and 4 independent non-executive Directors, namely Ms. Lo Miu Sheung, Betty, Mr. Yu Zhenxin, Mr. Zong Hao and Mr. Chiu Sin Nang, Kenny.
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APPENDIX III | AGM NOTICE |
SPECIAL NOTE
To facilitate the ongoing prevention and control of the COVID-19 pandemic and to safeguard the health and safety of shareholders and persons helping with the meeting, the Company would like to inform shareholders that there will be no distribution of corporate gift or serving of refreshment in the meeting in order to reduce person-to-person contact.
The Company also recommends shareholders to appoint the chairman of the meeting as their proxy to vote on relevant resolutions, instead of attending the meeting in person.
Shareholders attending the meeting in person are required to wear surgical face mask, undertake body temperature check and sanitize their hands before they enter the meeting venue. Shareholders are also required to maintain a safe distance between seats at the meeting venue. Any person who does not comply with the precautionary measures to be taken at the meeting may be denied entry into the meeting venue.
The Company will keep the evolving COVID-19 situation under review and may change measures, where appropriate.
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Sincere Watch (Hong Kong) Ltd. published this content on 23 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 July 2020 09:25:09 UTC
