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 Teamway International Group 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.

TEAMWAY INTERNATIONAL GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01239)

(1) RENEWAL OF GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES;

  1. RETIREMENT OF DIRECTORS AND

RE-ELECTION OF RETIRING DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held on 17 June 2021 (Thursday) at 11:00 a.m. at Suites 2005−2006, 20th Floor, Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 12 to 17 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, 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 holding the annual general meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so desire.

12 May 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

APPENDIX II - DETAILS OF DIRECTORS PROPOSED TO BE

RE-ELECTEDAT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"

the annual general meeting of the Company to be held on

17 June 2021 (Thursday) at 11:00 a.m. at Suites

2005−2006, 20th Floor, Tower 6, The Gateway, Harbour

City, Tsim Sha Tsui, Kowloon, Hong Kong;

"AGM Notice"

the notice convening the AGM set out on pages 12 to 17 of

this circular;

"Articles"

the articles of association of the Company;

"Board"

the board of Directors;

"Close Associate(s)"

has the same meaning as defined in the Listing Rules;

"Company"

Teamway International Group Holdings Limited, a company

incorporated in the Cayman Islands with limited liability

and the Shares of which are listed on the Stock Exchange;

"Core Connected Person(s)"

has the same meaning as defined in the Listing Rules;

"Director(s)"

the director(s) of the Company;

"General Mandate"

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.

4 in the AGM Notice;

"Group"

the Company and its subsidiaries;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC;

"Latest Practicable Date"

7 May 2021, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

for inclusion in this circular;

- 1 -

DEFINITIONS

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange;

"Memorandum"

the memorandum of association of the Company;

"PRC"

the People's Republic of China, and for the purpose of this

circular, excluding Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan Region;

"Repurchase Mandate"

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. 5 in

the AGM Notice;

"RMB"

Renminbi, the lawful currency of the PRC;

"SFO"

Securities and Futures Ordinance (Chapter 571) of the

Laws of Hong Kong;

"Share(s)"

ordinary share(s) of HK$0.04 each in the capital of the

Company;

"Shareholder(s)"

registered holder(s) of the Share(s);

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Takeovers Code"

the Codes on Takeovers and Mergers published by the

Securities and Futures Commission; and

"%"

per cent.

In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

- 2 -

LETTER FROM THE BOARD

TEAMWAY INTERNATIONAL GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code:

01239)

Executive Directors:

Registered Office:

Ms. Ngai Mei

PO Box 1350

Ms. Duan Mengying

Regatta Office Park

Windward 3

Independent non-executive Directors:

Grand Cayman KY1-1108

Mr. Poon Lai Yin Michael

Cayman Islands

Mr. Chan Ka Leung Kevin

Mr. Chow Ming Sang

Principal Place of Business in

Hong Kong:

Suites 2005−2006, 20th Floor

Tower 6, The Gateway Harbour City

Tsim Sha Tsui, Kowloon

Hong Kong

12 May 2021

To the Shareholders

Dear Sir or Madam,

(1) RENEWAL OF GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES;

(2) RETIREMENT OF DIRECTORS

AND

RE-ELECTION OF RETIRING DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to: (i) provide you with details of the proposed General Mandate and the proposed Repurchase Mandate and the extension of the General Mandate by addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; (ii) set out an explanatory statement regarding the Repurchase Mandate; (iii) furnish you with details of the proposed re-election of Directors; and (iv) give you notice of the AGM.

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Teamway International Group Holdings Ltd. published this content on 12 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 13:19:03 UTC.