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    1986   KYG910801045

TSAKER CHEMICAL GROUP LIMITED

(1986)
  Report
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SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

Tsaker Chemical : PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; AND NOTICE OF AGM

04/09/2021 | 04:56am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or the offers referred to herein, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in Tsaker Chemical Group Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

Tsaker Chemical Group Limited

彩客化學集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1986)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF AGM

A notice convening the annual general meeting of the Company to be held at Building No. 10, 109 Jinghaisanlu, Beijing Economic-Technological Development Area, the PRC at 10:00 a.m. on Tuesday, 11 May 2021 is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit it with Tricor Investor Services Limited, the branch share registrar of the Company in Hong Kong, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting (no later than 10:00 a.m. on Sunday, 9 May 2021 (Hong Kong time)) 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 or any adjournment thereof should you so wish.

  • for identification purposes only

12 April 2021

CONTENTS

Page

Definitions . . . .

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Appendix I

-

Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Appendix II

-

Particulars of Directors subject to re-election . . . . . . . . . . .

11

Notice of AGM .

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

- i -

DEFINITIONS

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

"Annual General Meeting" or

the annual general meeting of the Company to be

"AGM"

convened and held at Building No. 10, 109 Jinghaisanlu,

Beijing Economic-Technological Development Area, the

PRC at 10:00 a.m. on Tuesday, 11 May 2021, the notice

of which is set out on pages 14 to 18 of this circular, and

any adjournment thereof

"Articles of Association"

the articles of association of the Company as amended

from time to time

"Board"

the board of Directors

"Companies Law"

the Companies Law (as revised) of the Cayman Islands,

as amended, consolidated or otherwise modified from

time to time

"Company"

Tsaker Chemical Group Limited, a company incorporated

in the Cayman Islands and the Shares of which are listed

on the Stock Exchange

"controlling shareholder(s)"

has the meaning ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

"Extension Mandate"

a general and unconditional mandate to the Directors to

extend the Issue Mandate by an amount representing the

aggregate amount of Shares repurchased under the

Repurchase Mandate

"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

"Issue Mandate"

a general and unconditional mandate to the Directors to

exercise the power of the Company to allot, issue or

otherwise deal with Shares of up to a maximum of 20%

of the aggregate number of issued Shares as at the date of

passing of the relevant resolution

- 1 -

DEFINITIONS

"Latest Practicable Date"

1 April 2021, being the latest practicable date prior to the

printing of this circular for ascertaining certain

information contained in this circular

"Listing Date"

3 July 2015, the date on which dealings in the Shares

commenced on the Main Board of the Stock Exchange

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

"PRC"

the People's Republic of China, which for the purposes of

this circular, excludes Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan

"Repurchase Mandate"

a general and unconditional mandate to the Directors to

enable them to repurchase Shares, the aggregate nominal

amount of which shall not exceed 10% of the aggregate

number of the issued Shares as at the date of passing of

the relevant resolution

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong)

"Share(s)"

share(s) of US$0.01 each in the share capital of the

Company

"Shareholder(s)"

holder(s) of the Shares

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"substantial shareholder(s)"

has the meaning ascribed to it under the Listing Rules

"Takeovers Code"

the Code on Takeovers and Mergers and Share Buy-

Backs issued by the Securities and Futures Commission

in Hong Kong

"US$"

United States dollars, the lawful currency of the United

States of America

"%"

per cent.

- 2 -

LETTER FROM THE BOARD

Tsaker Chemical Group Limited

彩客化學集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1986)

Executive Directors:

Registered office:

Mr. Ge Yi (Chairman and chief executive officer)

P.O. Box 472

Mr. Bai Kun

2nd Floor, Harbour Place

Ms. Zhang Nan

103 South Church Street, George Town

Grand Cayman KY1-1106

Non-executive Director:

Cayman Islands

Mr. Fontaine Alain Vincent

Head office in the PRC:

Independent non-executive Directors:

Building No. 10

Mr. Ho Kenneth Kai Chung

109 Jinghaisanlu

Mr. Zhu Lin

Beijing Economic-Technological

Mr. Yu Miao

Development Area

the PRC

12 April 2021

To the Shareholders

Dear Sirs

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF AGM

INTRODUCTION

The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include ordinary resolutions relating to the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of Directors.

  • for identification purposes only

- 3 -

LETTER FROM THE BOARD

ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to give the Directors the Issue Mandate. As at the Latest Practicable Date, a total of 1,033,104,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 206,620,800 Shares.

REPURCHASE MANDATE AND EXTENSION MANDATE

At the Annual General Meeting, an ordinary resolution will also be proposed to give the Directors the Repurchase Mandate.

In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the Annual General Meeting providing that any Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the issued Shares as at the date of the grant of the Repurchase Mandate) will be added to the total number of Shares which may be allotted and issued under the Issue Mandate.

The Issue Mandate and the Repurchase Mandate would expire at the earliest of:

  1. the conclusion of the next annual general meeting of the Company;
  2. the end of the period within which the Company is required by the Companies Law or the Articles of Association to hold its next annual general meeting; and
  3. when revoked or varied by ordinary resolution(s) of the Shareholders in general meeting prior to the next annual general meeting of the Company.

Under the Listing Rules, the Company is required to give Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote in favour of or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

In accordance with Article 16.19 of the Articles of Association, each of Mr. Bai Kun, Ms. Zhang Nan and Mr. Fontaine Alain Vincent will retire as the Director by rotation at the Annual General Meeting and, being eligible, will offer himself for re-election as the Director by the Shareholders at the Annual General Meeting.

Brief particulars of each of the abovementioned Directors are set out in Appendix II to this circular.

- 4 -

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

At the Annual General Meeting, ordinary resolutions will be proposed to approve, among other matters, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of Directors. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

A notice of the Annual General Meeting is set out on pages 14 to 18 of this circular.

Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and, in any event not later than 48 hours before the time for the Annual General Meeting (no later than 10:00 a.m. on 9 May 2021 (Hong Kong time)) 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 or any adjournment thereof should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accepts 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 in this circular or this circular misleading.

RECOMMENDATION

The Directors believe that the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of Directors are beneficial to the Company and the Shareholders as a whole.

The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company.

The Repurchase Mandate 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 exercised when the Directors believe that repurchases of Shares will benefit the Company and the Shareholders.

- 5 -

LETTER FROM THE BOARD

Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolutions approving the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of Directors at the Annual General Meeting.

CLOSURE OF THE REGISTER OF MEMBERS

The register of members of the Company will be closed from 6 May 2021 to 11 May 2021, both days inclusive, in order to determine the identity of the Shareholders who are entitled to attend the AGM, during which period no share transfers will be registered. To be eligible to attend the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration 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 5 May 2021.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular and the notice of the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board of

Tsaker Chemical Group Limited

Ge Yi

Chairman

- 6 -

APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision whether to vote in favour of or against the resolution to approve the grant of the Repurchase Mandate to the Directors.

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which is summarised below.

  1. The shares proposed to be purchased by the company are fully paid-up;
  2. The company has previously sent to its shareholders an explanatory statement complying with the provisions of rule 10.06(1)(b) of the Listing Rules; and
  3. The shareholders of the company have given a specific approval or a general mandate to the directors of the company to make the purchase(s), by way of an ordinary resolution which complies with the provisions of rule 10.06(1)(c) of the Listing Rules and which has been passed at a general meeting of the company duly convened and held.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,033,104,000 Shares.

Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 103,310,400 Shares.

REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. An exercise of the power of the Repurchase Mandate 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. Such an exercise will only be made if the Directors believe that a repurchase of Shares will benefit the Company and the Shareholders.

- 7 -

APPENDIX I

EXPLANATORY STATEMENT

FUNDING OF REPURCHASE

Repurchase made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles of Association, the Companies Law and other applicable laws of the Cayman Islands. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Law, repurchases by the Company may only be made out of profits of the Company, or out of the share premium account or out of the proceeds of a fresh issue of Shares made for the purpose or, if so authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital.

IMPACT OF REPURCHASE

Taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Group as compared with that as at 31 December 2020, being the date of its latest published audited consolidated accounts. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements and/or the gearing position of the Group which in the opinion of the Directors are from time to time appropriate for the Group.

SHARE PRICES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the 12 calendar months immediately precedent the Latest Practicable Date were as follows:

Price per Share

Highest

Lowest

HK$

HK$

2020

April

1.42

1.25

May

1.34

1.14

June

1.38

1.10

July

1.45

1.15

August

1.52

1.20

September

1.44

1.19

October

1.42

1.14

November

1.30

1.19

December

1.51

1.26

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

Price per Share

Highest

Lowest

HK$

HK$

2021

January

1.43

1.29

February

1.80

1.35

March

1.56

1.12

April(Note)

1.15

1.13

Note: up to the Latest Practicable Date

DISCLOSURE OF INTERESTS AND UNDERTAKING OF THE DIRECTORS

After all reasonable enquiries are made, none of the Directors nor any of their close associates (as defined in the Listing Rules), to the best of their knowledge, have any present intention to sell to the Company or its subsidiaries any of the Shares if the grant of the Repurchase Mandate is approved at the Annual General Meeting and exercised.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the proposed resolution regarding the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the regulations set out in the memorandum of association of the Company and the Articles of Association.

EFFECTS OF TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

The Directors are not aware of any consequences which would give rise to an obligation for it to make a mandatory offer under Rule 26 of the Takeovers Code. As at the Latest Practicable Date, none of the Shareholders or a 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. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required under the Listing Rules.

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, no core connected person of the Company has notified the Company that he/she/it had a present intention to sell any Shares nor had such core connected person undertaken to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is granted.

SECURITIES REPURCHASE MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company had repurchased a total of 1,078,500 Shares on the Stock Exchange pursuant to the general mandate to repurchase Shares granted by the Shareholders at the annual general meeting held on 12 June 2020, details of which were as follows:

Total number

Highest

Lowest

Date of Shares

of Shares

price paid

price paid

Aggregate

repurchased

repurchased

per Share

per Share

consideration

(HK$)

(HK$)

(HK$)

19

October 2020

30,500

1.18

1.18

35,990

20

October 2020

10,000

1.18

1.18

11,800

30

October 2020

1,500

1.19

1.19

1,785

29

March 2021

289,500

1.16

1.16

335,820

30

March 2021

125,000

1.15

1.15

143,750

31

March 2021

566,500

1.15

1.12

642,120

1 April 2021

55,500

1.13

1.13

62,715

The 42,000 Shares repurchased on 19, 20 and 30 October 2020 have been cancelled on 21 December 2020. The repurchased 1,036,500 Shares have not been cancelled as of the Latest Practicable Date.

Save as disclose above, the Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

- 10 -

APPENDIX II PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

The particulars of the eligible Directors subject to re-election at the Annual General Meeting are set out below:

Executive Directors

Mr. Bai Kun, aged 44, is the chief financial officer of the Company and joint company secretary, being responsible for the financial operations of the Group. Mr. Bai has been an executive Director since 25 August 2016. Mr. Bai joined the Group in September 2014 as the chief financial officer, from 11 December 2020, he was appointed as a joint company secretary. Mr. Bai is also the sole director of Tsaker Hong Kong. His work experience includes acting as manager for the Tianjin branch of PricewaterhouseCoopers (普華永道中天會計師事務所有限 公司天津分所) from September 2002 to February 2010 and the financial controller of Tianjin Walkman Biomaterial Co., Ltd. from February 2010 to August 2014. Mr. Bai is a Certified Public Accountant of China. Mr. Bai obtained a master's degree in Technoeconomics and Management in March 2002 and a bachelor's degree in Technoeconomics in July 1999 from Tianjin University.

In the three years immediately preceding the Latest Practicable Date, Mr. Bai had not held any directorship in listed public companies or other major appointments and qualifications.

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Bai does not have any interests in the securities of the Company within the meaning of Part XV of the SFO. Mr. Bai was not related to any Directors, senior management, substantial shareholders or controlling shareholders as at the Latest Practicable Date.

Mr. Bai has entered into a service contract with the Company for a term of three years commencing from his date of appointment on 23 August 2019, which may be terminated in accordance with the terms of the service contract. Mr. Bai is entitled to RMB1,049,600 per annum as service fee for his appointment as an executive Director. For the year ended 31 December 2020, Mr. Ge received remuneration of RMB1,164,000, inclusive of performance related bonus of RMB217,000.

Ms. Zhang Nan, aged 38, has been an executive Director since 10 January 2019. Ms. Zhang has been the director of human resources and the director of strategic development of the Group since January 2013, and is responsible for the Group's human resources management, industry research, development planning and investment project research. She has been serving as the deputy general manager of the Group since August 2018. Her work experience includes serving as the human resources manager of Beijing Touqu Technology Co., Ltd. (北京投趣科技有限公司) from August 2008 to July 2010. She was a director of human resources of Chexun Internet Co., Ltd. (車訊互聯網股份有限公司) from September 2010 to January 2013. Ms. Zhang graduated from Inner Mongolia University of Finance and Economics in July 2007, majoring in business administration.

- 11 -

APPENDIX II PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

In the three years immediately preceding the Latest Practicable Date, Ms. Zhang had not held any directorship in listed public companies or other major appointments and qualifications.

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Zhang does not have any interests in the securities of the Company within the meaning of Part XV of the SFO. Ms. Zhang was not related to any Directors, senior management, substantial shareholders or controlling shareholders as at the Latest Practicable Date.

Ms. Zhang has entered into a service contract with the Company for a term of three years commencing from his date of appointment on 10 January 2019, which may be terminated in accordance with the terms of the service contract. Ms. Zhang is entitled to RMB580,000 per annum as service fee for his appointment as an executive Director. For the year ended 31 December 2020, Ms. Zhang received remuneration of RMB393,000, inclusive of performance related bonus of RMB144,000.

Non-executive Director

Mr. Fontaine Alain Vincent, aged 66, is a non-executive Director since April 2015. He is responsible for providing advice on corporate governance and internal control matters. He has been a member of the advisory board of Ocean Equity Partners Fund L.P. (the entity which controls Wider Pacific) since September 2012. Mr. Fontaine serves as an executive director and vice-chairman of the Hong Kong Venture Capital and Private Equity Association. In 2000, he founded Investel Asia, a venture capital and private equity firm and served as its managing director from January 2004 to December 2006. He was the chief executive officer of Newcom LLC from January 2007 to September 2008. Prior to joining our Group in April 2015, Mr. Fontaine served various positions within the BCE Inc. group, the largest communications company in Canada, including Bell Canada, Bell Ardis and Tata Cellular, for approximately 16 years of his career. Mr. Fontaine has also been acting as a non-executive director of D&G Technology Holding Company Limited, a company listed on the Stock Exchange (stock code: 1301) since August 2016 and as an independent director of China Lending Corporation, a company listed on NASDAQ (ticker: CLDC) from July 2016 to December 2017.

Mr. Fontaine obtained a bachelor's degree in Electrical Engineering from the University of Sherbrooke in Canada in June 1979. He has been a member of the Order of Engineers of Québec since January 1980.

Save as disclosed above, in the three years immediately preceding the Latest Practicable Date, Mr. Fontaine had not held any directorship in listed public companies or other major appointments and qualifications.

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Fontaine does not have any interests in the securities of the Company within the meaning of Part XV of the SFO. Mr. Fontaine was not related to any Directors, senior management, substantial shareholders or controlling shareholders as at the Latest Practicable Date.

- 12 -

APPENDIX II PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

Mr. Fontaine has signed a letter of appointment with the Company for a term of three years since 15 June 2018, which may be terminated in accordance with the terms of the letter of appointment. Mr. Fontaine is entitled to RMB200,000 per annum as service fee for his appointment as a non-executive Director. For the year ended 31 December 2020, Mr. Fontaine received remuneration of approximately RMB194,000.

General

Save as disclosed above, the Directors consider that there is no information to be disclosed pursuant to any requirement of Rule 13.51(2) of the Listing Rules (in particular, paragraphs (h) to (v) of that Rule) and that there are no other matters in relation to the re-election of Directors at the Annual General Meeting which need to be brought to the attention of the Shareholders.

- 13 -

NOTICE OF AGM

Tsaker Chemical Group Limited

彩客化學集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1986)

NOTICE IS HEREBY GIVEN that the annual general meeting of Tsaker Chemical Group Limited ("Company") will be held at Building No. 10, 109 Jinghaisanlu, Beijing Economic-Technological Development Area, the PRC at 10:00 a.m. on Tuesday, 11 May 2021 for the following purposes:

  1. to receive and approve the audited consolidated financial statements and the reports of the directors of the Company and the Company's auditors for the year ended 31 December 2020;
  2. to consider and approve, each as a separate resolution, if thought fit, the following resolutions:
    1. to re-elect Mr. Bai Kun as an executive director of the Company (the "Director");
    2. to re-elect Ms. Zhang Nan as an executive Director;
    3. to re-elect Mr. Fontaine Alain Vincent as a non-executive Director; and
    4. to authorise the board of Directors to fix the Directors' remuneration;
  3. to re-appoint the Company's auditors and to authorise the board of directors to fix their remuneration;
  • for identification purposes only

- 14 -

NOTICE OF AGM

4. to consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

"THAT:

  1. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for shares in the Company, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
  2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period;
  3. the aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution); or (ii) the exercise of any options granted under any share option scheme of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company shall not exceed 20 per cent. of the aggregate number of issued shares of the Company on the date of the passing of this resolution (subject to adjustment in case of subdivision and consolidation of shares), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
  4. for the purposes of this resolution:
    "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;

- 15 -

NOTICE OF AGM

  1. 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 Companies Law or any other applicable law of the Cayman Islands to be held; and
  2. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

"Rights Issue" means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares in the Company open for a period fixed by the Directors to holders of shares in the Company on the Company's register of members on a fixed record date in proportion to their then holdings of shares in the Company (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

5. to consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

"THAT:

  1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this resolution) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which shares in the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Rules governing the Listing of Securities on the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
  2. the aggregate number of shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the aggregate number of issued shares of the Company as at the date of the passing of this resolution (subject to adjustment in the case of subdivision or consolidation of shares), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
    • 16 -

NOTICE OF AGM

  1. for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. 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 Companies Law or any other applicable law of the Cayman Islands to be held; and
    3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."

6. to consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

"THAT conditional on the passing of resolutions numbered 4 and 5 set out in the notice convening this meeting, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4 set out in the notice convening this meeting be and it is hereby extended by the addition to the aggregate number of shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of shares repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 set out in the notice convening this meeting, provided that such extended number shall not exceed 10 per cent. of the aggregate number of shares of the Company in issue at the date of the passing of this resolution (such aggregate number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution)."

By order of the board of directors of

Tsaker Chemical Group Limited

Ge Yi

Chairman

Beijing, the PRC, 12 April 2021

Registered office:

Head office in the PRC:

P.O. Box 472

Building No. 10

2nd Floor, Harbour Place

109 Jinghaisanlu

103 South Church Street, George Town

Beijing Economic-Technological

Grand Cayman KY1-1106

Development Area

Cayman Islands

the People's Republic of China

- 17 -

NOTICE OF AGM

Notes:

  1. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead. A member who is the holder of two or more shares and entitled to attend and vote at the meeting convened by the above notice is entitled to appoint more than one proxy to represent him/her/it and vote on his/her/its behalf. A proxy need not be a member of the Company.
  2. 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 of such power or authority must be deposited at the offices of the Company's Hong Kong branch registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 48 hours before the time of the meeting (i.e. no later than 10:00 a.m. on 9 May 2021 (Hong Kong time)) or any adjourned meeting.
  3. In relation to proposed resolutions numbered 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares under the Rules governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"). The Directors have no immediate plans to issue any new shares of the Company.
  4. In relation to proposed resolution numbered 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules will be set out in a circular to be despatched to the shareholders on 12 April 2021.
  5. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
  6. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto to. If more than one of such joint holders are present at the above 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. 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.
  7. For the purpose of determining shareholders who are eligible to attend and vote at the above meeting, the register of members of the Company will be closed from 6 May 2021 to 11 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order for the shareholders to be eligible to attend and vote at the meeting, all transfer of shares 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 not later than 4:30 p.m. on 5 May 2021 for registration.
  8. As at the date of this notice, the board of Directors comprises Mr. Ge Yi (Chairman), Mr. Bai Kun and Ms. Zhang Nan as executive Directors, Mr. Fontaine Alain Vincent as non-executive Director, and Mr. Ho Kenneth Kai Chung, Mr. Zhu Lin and Mr. Yu Miao as independent non-executive Directors.

- 18 -

Disclaimer

Tsaker Chemical Group Ltd. published this content on 09 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2021 08:55:09 UTC.


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Sales 2021 1 348 M 209 M 209 M
Net income 2021 - - -
Net Debt 2021 - - -
P/E ratio 2021 -
Yield 2021 -
Capitalization 1 174 M 182 M 182 M
Capi. / Sales 2021 0,87x
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Free-Float 47,8%
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Last Close Price 1,15 CNY
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Spread / Average Target 41,6%
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Yi Ge Chairman & Chief Executive Officer
Kun Bai CFO, Joint Secretary & Executive Director
Qiang Shi Chief Engineer
Kai Chung Ho Independent Non-Executive Director
Lin Zhu Independent Non-Executive Director
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