UNI-PRESIDENT CHINA HOLDINGS LTD THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Uni-President China Holdings Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, 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 the 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.
(a company incorporated in the Cayman Islands with limited liability)
(Stock Code: 220)
PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES;
PROPOSED RE-ELECTION OF DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting to be held at 9:30 a.m. on Friday, 21 May 2021 at Falcon Room, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong is set out on pages 20 to 26 of this circular.
A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular for despatch to the Shareholders. Whether or not you intend to attend and/or vote at the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Branch Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable but in any event by 9:30 a.m. (Hong Kong time) on Wednesday, 19 May 2021 or not later than 48 hours before the time appointed for holding the adjourned meeting (if any). 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.
Please see the section headed "PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING" in this circular for measures being taken to try to prevent and control the spread of the COVID-19 at the Annual General Meeting.
21 April 2021
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
The Board has made reference to the "Joint Statement in relation to General Meetings in light of the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation" jointly issued by the Stock Exchange and the SFC on 1 April 2020 in relation to the arrangement of the Annual General Meeting.
Voting by proxy in advance of the Annual General Meeting:
The Company does not in any way wish to diminish the opportunity available to the Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect the Shareholders from possible exposure to the COVID-19 pandemic. For the health and safety of the Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy instead of attending the Annual General Meeting in person. Physical attendance is not necessary for the purpose of exercising Shareholders' rights. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof should they subsequently so wish.
Preventive measures at the Annual General Meeting
The Company will implement the following preventive measures at the Annual General Meeting to safeguard the health and safety of the attending Shareholders, staff and other stakeholders:
- Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendees at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.5 degrees Celsius will be requested to stay in an isolated place for completing the voting procedures.
- All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the Annual General Meeting venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or had physical contact with any person who to their best of knowledge has recently travelled to, any affected countries or areas outside Hong Kong (as per guidelines issued by the Hong Kong Government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days. Any person who does not comply with this requirement will be requested to stay in an isolated place for completing the voting procedures.
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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
- Every attendee will be required to wear a surgical face mask throughout the Annual General Meeting. Please note that no masks will be provided at the Annual General Meeting venue and attendees should bring and wear their own masks.
- Seating at the Annual General Meeting will be arranged so as to reduce interaction between participants.
- No refreshments will be served and there will be no corporate gifts.
The Company will closely monitor the development of the COVID-19 pandemic and any regulations or measures introduced or to be introduced by the Hong Kong Government in relation to COVID-19 pandemic. The Company will ensure that the Annual General Meeting will be conducted in compliance with the regulations or measures of the Hong Kong Government and Shareholders will not be deprived of their right of voting on the resolutions to be proposed at the Annual General Meeting. Further announcement(s) will be made by the Company as soon as possible if there is any update to the preventive measures as mentioned above.
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CONTENTS | |||
Page | |||
Definitions . . | . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | |||
Introduction | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
Proposed grant of General Mandate, Repurchase Mandate and Extension Mandate . . . | 6 | ||
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | ||
Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | ||
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | ||
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | ||
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 | ||
Appendix I | - | Explanatory Statement for the Repurchase Mandate . . . . . . . . . . . . . | 11 |
Appendix II | - | Details of the Directors proposed to be re-elected | |
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 16 | ||
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 20 |
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Annual General Meeting"the annual general meeting of the Company convened to be held at 9:30 a.m. on Friday, 21 May 2021 at Falcon Room, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong or any adjournment thereof (as the case may be), the notice of which is set out on pages 20 to 26 of this circular
"Articles of Association"
"Board"
"Branch Share Registrar"
the articles of association of the Company, as amended from time to time
the board of Directors
Computershare Hong Kong Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong
"Cayman President" | Cayman President Holdings Ltd., a company incorporated |
in the Cayman Islands and the controlling shareholder of | |
the Company |
"close associate(s)"
"Company"
has the same meaning as ascribed to it under the Listing Rules
Uni-President China Holdings Ltd.（統一企業中國控股 有限公司）, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange
"controlling shareholder"has the same meaning as ascribed to it under the Listing Rules
"COVID-19" | Coronavirus Disease 2019 (COVID-19) |
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DEFINITIONS
"core connected person(s)"
"Director(s)"
"Extension Mandate"
"General Mandate"
"Group"
"Hong Kong"
"Hong Kong Government"
"Latest Practicable Date"
"Listing Rules"
"Memorandum of Association"
"PRC"
has the same meaning as ascribed to it under the Listing Rules
director(s) of the Company
a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted, issued and dealt with under the General Mandate
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with Shares of up to a maximum of 20% of the number of issued shares of the Company as at the date of passing of the ordinary resolution in relation thereto at the Annual General Meeting
the Company and its subsidiaries from time to time
the Hong Kong Special Administrative Region of the PRC
the Government of Hong Kong
14 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
the Rules Governing the Listing of Securities on the Stock Exchange
the memorandum of association of the Company as amended from time to time
the People's Republic of China
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DEFINITIONS
"Repurchase Mandate"
"SFO"
"Share(s)"
"Shareholder(s)"
"Stock Exchange"
"Takeovers Code"
"UPE"
"UPE Group"
a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares, the aggregate number of which shall not exceed 10% of the number of issued shares of the Company as at the date of passing the relevant resolution at the Annual General Meeting
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
ordinary share(s) of HK$0.01 each in the share capital of the Company
holder(s) of Share(s)
The Stock Exchange of Hong Kong Limited
The Code on Takeovers and Mergers
Uni-President Enterprises Corporation*（統一企業股 份有限公司）, a limited liability company incorporated under the laws of Taiwan on 25 August 1967 whose common shares were listed on the Taiwan Stock Exchange Corporation on 28 December 1987 (Stock Code: 1216), which is the ultimate controlling shareholder of the Company and is deemed or taken to be interested in (through Cayman President and two subsidiaries) approximately 71.35% of the issued share capital of the Company by virtue of Part XV of the SFO
UPE, its subsidiaries and/or any company in the equity capital of which UPE and/or any of its subsidiaries taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such other threshold as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at general meetings from time to time, but excluding members of the Group
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DEFINITIONS
"HK$"
"US$"
"%"
- For identification purpose only
Hong Kong dollars, the lawful currency of Hong Kong
US dollars, the lawful currency of the United States of America
per cent
Reference to time and dates in this circular are to Hong Kong time and dates.
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LETTER FROM THE BOARD
(a company incorporated in the Cayman Islands with limited liability)
(Stock Code: 220) | |
Executive Directors: | Registered office: |
LO Chih-Hsien(Chairman) | P.O. Box 309 |
LIU Xinhua (President) | Ugland House |
Grand Cayman | |
Non-executive Directors: | KY1-1104 |
CHEN Kuo-Hui | Cayman Islands |
SU Tsung-Ming | |
Principal place of business | |
Independent non-executive Directors: | in Hong Kong: |
CHEN Sun-Te | Unit 703A, 7/F |
CHEN Johnny | Golden Centre |
FAN Ren-Da, Anthony | 188 Des Voeux Road Central |
LO Peter | Hong Kong |
21 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES;
AND
PROPOSED RE-ELECTION OF DIRECTORS
INTRODUCTION
The purpose of this circular is to provide you with information relating to the proposals for (i) granting of the General Mandate, the Repurchase Mandate and the Extension Mandate;
- re-electionof Directors at the Annual General Meeting; and (iii) to give you notice of the Annual General Meeting.
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LETTER FROM THE BOARD
At the Annual General Meeting, resolutions relating to the granting of the General Mandate, the Repurchase Mandate and the Extension Mandate, re-election of retiring Directors and certain other resolutions as ordinary business of the Annual General Meeting will be proposed.
PROPOSED GRANT OF GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE
General Mandate
At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a General Mandate to allot, issue, and deal with Shares not exceeding 20% of the number of the issued Shares as at the date of passing of the relevant resolution.
Repurchase Mandate
At the Annual General Meeting, an ordinary resolution will be proposed in respect of the granting to the Directors of the Repurchase Mandate on the terms set out in the notice of the Annual General Meeting. The maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents up to 10% of the number of the issued Shares as at the date of passing of the relevant resolution subject to the Listing Rules.
The explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed resolution to grant to the Directors the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate.
Extension 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 number of 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, issued and dealt with under the General Mandate.
Based on 4,319,334,000 Shares in issue as at the Latest Practicable Date and on the basis that no new Share will be issued and no Share will be repurchased by the Company for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting:
- subject to the passing of the proposed resolution granting the General Mandate to the Directors, the Company will be allowed under the General Mandate to issue up to a maximum of 863,866,800 Shares, representing 20% of the Shares in issue as at the Latest Practicable Date; and
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LETTER FROM THE BOARD
- subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 431,933,400 Shares, representing 10% of the Shares in issue as at the Latest Practicable Date.
The Repurchase Mandate and the General Mandate will lapse on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by laws and/or the Articles of Association; or (iii) the date on which such authority is revoked or varied by ordinary resolution of the Shareholders in general meeting.
The Directors wish to state that they have no immediate plans to repurchase any Shares or to allot and issue any new Shares.
PROPOSED RE-ELECTION OF DIRECTORS
Pursuant to Article 130 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.
Accordingly, each of Mr. Chen Kuo-Hui, Mr. Chen Sun-Te and Mr. Chen Johnny will retire by rotation at the Annual General Meeting. Each of Mr. Chen Kuo-Hui, Mr. Chen Sun-Te and Mr. Chen Johnny, being eligible, will offer himself for re-election at the Annual General Meeting.
The nomination committee ("Nomination Committee") of the Board had reviewed the overall contribution and services of Mr. Chen Kuo-Hui, Mr. Chen Sun-Te and Mr. Chen Johnny to the Company and letters of confirmation of independence pursuant to Rule 3.13 of the Listing Rules given by Mr. Chen Sun-Te and Mr. Chen Johnny, and was of the view that both Mr. Chen Sun-Te and Mr. Chen Johnny met the independence guidelines set out in Rule 3.13 of the Listing Rules.
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LETTER FROM THE BOARD
Based on the board diversity policy ("Board Diversity Policy") and the director nomination policy ("Director Nomination Policy") of the Company, the Nomination Committee considered that Mr. Chen Kuo-Hui, Mr. Chen Sun-Te and Mr. Chen Johnny could contribute to the diversity of the Board, in particular, with their diverse business and professional background. The Board believes that they could make good use of the differences in the talents, skills, knowledge, regional and industry experience, professional experience, cultural and educational background of Mr. Chen Kuo-Hui, Mr. Chen Sun-Te and Mr. Chen Johnny.
The Board is of the view that the re-election of each of Mr. Chen Kuo-Hui, Mr. Chen Sun-Te and Mr. Chen Johnny as a Director is in the best interest of the Company and its shareholders as a whole and recommend each of them to be re-elected as a Director at the Annual General Meeting.
The biographical information of each of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Friday, 14 May 2021 to Friday, 21 May 2021 (both days inclusive) in order to determine the entitlement of the Shareholders to attend the Annual General Meeting, during which period no transfer of the Shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged with the Branch Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Thursday, 13 May 2021.
Subject to the Shareholders' approval of the payment of the final dividend at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 27 May 2021 to Monday, 31 May 2021 (both days inclusive) in order to determine the entitlement of the Shareholders to receive the final dividend, during which period no transfer of the Shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged with the Branch Share Registrar, Computershare Hong Kong Investor Services Limited, at the above address not later than 4:30 p.m. on Wednesday, 26 May 2021.
Subject to the approval of the Shareholders at the Annual General Meeting, the final dividend will be paid on or around Wednesday, 9 June 2021 to Shareholders whose names appear on the register of members of the Company on Monday, 31 May 2021.
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LETTER FROM THE BOARD
ACTIONS TO BE TAKEN
Set out on pages 20 to 26 of this circular is a notice convening the Annual General Meeting at which ordinary resolutions will be proposed to approve, among other matters, the following:
- the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; and
- the re-election of Directors.
Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Branch Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable and in any event by 9:30 a.m. (Hong Kong time) on Wednesday, 19 May 2021 or not later than 48 hours before the time appointed for holding the adjourned meeting (if any). 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.
VOTING BY POLL
Pursuant to the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. After the conclusion of the Annual General Meeting, the results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.uni-president.com.cn).
RECOMMENDATION
The Directors consider that the proposals regarding the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular.
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LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Yours faithfully
On behalf of the Board
Uni-President China Holdings Ltd.
LO Chih-Hsien
Chairman
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APPENDIX I | EXPLANATORY STATEMENT |
FOR THE REPURCHASE MANDATE | |
This appendix serves as an explanatory statement as required under Rule 10.06(1)(b) of the Listing Rules to provide Shareholders with all information reasonably necessary which enables them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by passing an ordinary resolution at a general meeting, either by way of a general repurchase mandate or by specific approval of a particular transaction.
2. SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 4,319,334,000 Shares in issue.
Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no new Shares are issued and no Shares are repurchased for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 431,933,400 Shares, representing 10% of the number of issued Shares as at the Latest Practicable Date.
3. REASONS FOR THE REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders which enables the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed. Such repurchases may, depending on the then 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 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 |
FOR THE REPURCHASE MANDATE | |
4. FUNDING OF REPURCHASES
In making repurchases, the Company may only apply funds legally available for such purposes in accordance with the Articles of Association and the laws of the Cayman Islands. The laws of the Cayman Islands provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose of the repurchase. The premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the Company's share premium before the Shares are repurchased. In accordance with the laws of the Cayman Islands, the Shares so repurchased would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.
5. MATERIAL ADVERSE IMPACT IN THE EVENT OF REPURCHASE IN FULL
Taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period, it might have a material adverse impact on the working capital and/or gearing position of the Company as compared with the position as at 31 December 2020, being the date on which its latest published audited consolidated financial statements were made up. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
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APPENDIX I | EXPLANATORY STATEMENT |
FOR THE REPURCHASE MANDATE | |
6. SHARE PRICES
The highest and lowest prices at which the Shares traded on the Stock Exchange in the previous twelve months and up to the Latest Practicable Date were as follows:
Highest | Lowest | ||
HK$ | HK$ | ||
2020 | |||
April | 8.05 | 7.02 | |
May | 8.57 | 7.46 | |
June | 8.29 | 7.57 | |
July | 8.83 | 7.69 | |
August | 8.58 | 7.06 | |
September | 7.49 | 6.93 | |
October | 7.32 | 6.65 | |
November | 7.56 | 6.60 | |
December | 7.97 | 6.90 | |
2021 | |||
January | 10.10 | 7.76 | |
February | 9.56 | 8.76 | |
March | 9.98 | 8.38 | |
April (up to the Latest Practicable Date) | 10.46 | 9.47 | |
7. | UNDERTAKING |
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the laws of the Cayman Islands and in accordance with the regulations set out in the Memorandum of Association and the Articles of Association.
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APPENDIX I | EXPLANATORY STATEMENT |
FOR THE REPURCHASE MANDATE | |
8. CONNECTED PERSONS
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders at the Annual General Meeting. No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the grant of the Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.
9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares 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 group of Shareholders acting in concert (as defined in the Takeovers Code) 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, to the best knowledge of the Directors, UPE was interested in 3,081,718,983 Shares (representing approximately 71.35% of the issued Shares), out of which 3,044,508,000 Shares (representing approximately 70.49% of the issued Shares) were held by Cayman President (a direct wholly-owned subsidiary of UPE), 10,047,983 Shares were held by President (BVI) International Investment Holdings Ltd. (indirectly owned by UPE as to 69.37%), and 27,163,000 Shares (representing approximately 0.63%) were held by Kai Yu (BVI) Investment Co., Ltd. (an indirect wholly-owned subsidiary of UPE).
On the basis of 4,319,334,000 Shares in issue at the Latest Practicable Date and assuming there is no further issue or repurchase of Shares during the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, if the Repurchase Mandate is exercised in full, the shareholding in the Company of UPE and Cayman President would be increased to approximately 79.27% and approximately 78.32% of the issued share capital of the Company respectively. The Directors are not aware that such increases would give rise to an obligation to, or any other Shareholder or group of Shareholders acting in concert may become obliged to, make a mandatory offer under the Takeovers Code if the Repurchase Mandate was to be exercised in full. Assuming that there is no further issue of Shares between the Latest Practicable Date and the date of repurchase, the exercise of the Repurchase Mandate, whether in whole or in substantial part, will result in less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules. However, the Directors have no present intention to exercise the Repurchase Mandate to an extent as may result in a public shareholding of less than the prescribed percentage of 25%.
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APPENDIX I | EXPLANATORY STATEMENT |
FOR THE REPURCHASE MANDATE | |
10. SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares have been made by the Company during the last six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED |
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Set out below are the biographical details of each of Mr. Chen Kuo-Hui, Mr. Chen Sun-Te and Mr. Chen Johnny, who, being eligible, would offer themselves for re-election at the Annual General Meeting.
Mr. Chen Kuo-Hui（陳國煇）, aged 52, is a non-executive director of the Company. He joined the Group in May 2011 as the chief financial officer of the Group and is also a director and/ or supervisor of certain of the Group's wholly-owned subsidiaries in the PRC. From February 2011
to July 2019, he was a director of Heilongjiang Wondersun Dairy Joint Stock Co., Ltd（. 黑龍江省 完達山乳業股份有限公司）(the Group has disposed all equity interest in December 2019). Mr. Chen Kuo-Hui has worked in UPE from November 1997 to April 2011. He was appointed as an
executive director of the Company between August 2013 and June 2017. Since July 2017, Mr. Chen Kuo-Hui was re-designated as a non-executive director of the Company and was re-designated as the chief financial officer of UPE. He is currently a director or a supervisor of 5 wholly-owned subsidiaries/joint ventures of the Group. Mr. Chen Kuo-Hui is also a director of 4 members of UPE Group and a director of President Securities Corp. which is listed on the Taiwan Stock Exchange Corporation. He has over 24 years of experience in financial management. Mr. Chen Kuo-Hui holds a master's degree in business administration from University of Strathclyde in the United Kingdom.
Mr. Chen Kuo-Hui entered into an appointment letter with the Company for a term of three years commencing from 1 July 2020 to 30 June 2023 (both days inclusive), subject to retirement by rotation and re-election in accordance with the Articles of Association. Under such appointment letter, Mr. Chen Kuo-Hui is entitled to an annual director's fee of US$7,000. The remuneration of Mr. Chen Kuo-Hui is determined with reference to the Director Nomination Policy, the Board Diversity Policy, Mr. Chen Kuo-Hui's experience and qualification, duties and responsibilities in the Company, the remuneration standard in the industry and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Chen Kuo-Hui did not have, directly or indirectly, any interest in the Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above and as at the Latest Practicable Date, Mr. Chen Kuo-Hui (i) did not hold any directorship in other listed public companies in the last three years before the Latest Practicable Date; (ii) did not hold any other positions with the Company or its subsidiaries; and (iii) was not connected and had no relationship with any Director, senior management or substantial or controlling shareholder of the Company.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules in connection with Mr. Chen Kuo-Hui'sre-election.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED |
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Mr. Chen Sun-Te（陳聖德）, aged 66, was appointed as an independent non-executive director of the Company in August 2007. Mr. Chen Sun-Te has over 37 years of experience in the banking and financial industry and is currently the Chairman of Taipei Fubon Commercial Bank. He is also an independent director of Lion Travel Services Co., Ltd. and a director of Fubon Financial Holdings. Prior to that, Mr. Chen Sun-Te was an independent director of China Telecom Corporation from March 2012 to July 2019, the president of Fullerton Financial Holdings Pte. Ltd. (North Asia and Greater China regions) between 2005 and 2012, the president of Chinatrust Financial Holdings Co., Ltd. (now known as CTBC Financial Holding Co., Ltd) in 2005, the chairman of Chinatrust Securities Co., Ltd. between 2003 and 2005, the country officer and country head of the corporate bank in Taiwan of Citigroup between 2001 and 2003 and the regional head of financial markets in Asia Pacific of Citigroup between 1998 and 2001. He gained extensive financial management experience from various positions held with Citibank and Citigroup and has acquired general knowledge about the food and beverage industry through dealing with clients in such industry. Mr. Chen Sun-Te holds a master's degree in business administration from University of Missouri, the U.S.A. and a bachelor's degree in political science from National Chengchi University, Taiwan.
Mr. Chen Sun-Te entered into an appointment letter with the Company for a term of three years commencing from 9 August 2019 to 8 August 2022 (both days inclusive), subject to retirement by rotation and re-election in accordance with the Articles of Association. Under such appointment letter, Mr. Chen Sun-Te is entitled to an annual director's fee of US$36,000, a subsidy of US$1,600 per year for being the chairman of the remuneration committee of the Board and other subsidy of US$2,000 per year. The remuneration of Mr. Chen Sun-Te is determined with reference to the Director Nomination Policy, the Board Diversity Policy, Mr. Chen Sun-Te's experience and qualification, duties and responsibilities in the Company, the remuneration standard in the industry and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Chen Sun-Te did not have, directly or indirectly, any interest in the Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above and as at the Latest Practicable Date, Mr. Chen Sun-Te (i) did not hold any directorship in other listed public companies in the last three years before the Latest Practicable Date; (ii) did not hold any other positions with the Company or its subsidiaries; and (iii) was not connected and had no relationship with any Director, senior management or substantial or controlling shareholder of the Company.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules in connection with Mr. Chen Sun-Te'sre-election.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED |
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Mr. Chen Johnny（陳志宏）, aged 61, was appointed as an independent non-executive director of the Company in December 2015. Mr. Chen Johnny is currently an Adjunct Associate Professor of Department of Finance and Department of Management, Hong Kong University of Science and Technology. Mr. Chen Johnny joined the management of Zurich Insurance Group ("Zurich") in 2005. He worked in Zurich from March 2005 to February 2015 in multiple senior managerial roles in the Asia-Pacific region. His last position in Zurich was the chairman of the life and general insurance business in China. Prior to joining Zurich, Mr. Chen Johnny was an executive member of the Greater-China Management Board and the Operating Committee of PricewaterhouseCoopers ("PwC"), as well as a managing partner of PwC's Beijing office.
Mr. Chen Johnny is also an independent non-executive director of Stella International Holdings Limited (stock code: 1836), Alibaba Pictures Group Limited (stock code: 1060) and China Travel International Investment Hong Kong Limited (stock code: 308), all of which are listed on the Main Board of the Stock Exchange. Mr. Chen Johnny was the chairman of Convoy Global Holdings Limited (stock code: 1019) ("Convoy") from December 2017 to March 2021, during which, he was also the executive director of Convoy from December 2017 to December 2020 and had been re-designated as the non-executive director of Convoy in January 2021. From December 2015 to November 2018, he was an independent non-executive director of China Minsheng Financial Holding Corporation Limited (now known as China Vered Financial Holding Corporation Limited) (stock code: 245) and from July 2017 to March 2019, China Dongxiang (Group) Co., Ltd. (stock code: 3818), all of which are listed on the Main Board of the Stock Exchange. From June 2010 to February 2019, he was an independent non-executive director of Viva China Holdings Limited (stock code: 8032) which is listed on the GEM of the Stock Exchange. Mr. Chen Johnny holds a Master of Science Degree in Accounting from the University of Rhode Island and a Bachelor Degree of Accounting from the Johnson & Wales University and is a U.S. certified public accountant.
Mr. Chen Johnny entered into an appointment letter with the Company for a term of three years commencing from 1 December 2018 to 30 November 2021 (both days inclusive), subject to retirement by rotation and re-election in accordance with the Articles of Association. Under such appointment letter, Mr. Chen Johnny is entitled to an annual director's fee of US$36,000 and other subsidy of US$2,000 per year. The remuneration of Mr. Chen Johnny is determined with reference to the Director Nomination Policy, the Board Diversity Policy, Mr. Chen Johnny's experience and qualification, duties and responsibilities in the Company, the remuneration standard in the industry and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Chen Johnny did not have, directly or indirectly, any interest in the Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED |
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Save as disclosed above and as at the Latest Practicable Date, Mr. Chen Johnny (i) did not hold any directorship in other listed public companies in the last three years before the Latest Practicable Date; (ii) did not hold any other positions with the Company or its subsidiaries; and (iii) was not connected and had no relationship with any Director, senior management or substantial or controlling shareholder of the Company.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules in connection with Mr. Chen Johnny's re-election.
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NOTICE OF ANNUAL GENERAL MEETING
(a company incorporated in the Cayman Islands with limited liability)
(Stock Code: 220)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting ("Meeting") of Uni- President China Holdings Ltd. ("Company") will be held at 9:30 a.m. on Friday, 21 May 2021 at Falcon Room, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong, to consider and, if thought fit, to pass the following resolutions, each as an ordinary resolution:
- To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors ("Directors", each a "Director") and the auditors ("Auditors") of the Company for the year ended 31 December 2020.
- To approve and declare a final dividend for the year ended 31 December 2020.
- To consider the re-election of the following retiring Directors:
- To re-elect Mr. Chen Kuo-Hui as a non-executive Director.
- To re-elect Mr. Chen Sun-Te as an independent non-executive Director.
- To re-elect Mr. Chen Johnny as an independent non-executive Director.
- To authorise the board of Directors ("Board") to fix the remuneration of the Directors.
- To consider the re-appointment of PricewaterhouseCoopers as the Auditors and authorise the Board to fix their remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT:
- subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the directors of the Company ("Directors") during the Relevant Period (as defined in paragraph (e) below) of all the powers of the Company to allot, issue and deal with the unissued shares (each a "Share") of HK$0.01 each in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
- the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
- the aggregate number of shares of the Company allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
- a Rights Issue (as hereinafter defined in paragraph (e) below);
- the exercise of options granted under the share option scheme or similar arrangement adopted by the Company from time to time;
- any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association ("Articles of Association") of the Company and other relevant regulations in force from time to time; or
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NOTICE OF ANNUAL GENERAL MEETING
-
any issue of Shares upon 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,
shall not exceed the aggregate of: - 20% of the number of the issued shares of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
- (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of issued shares of the Company which may be repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of the issued shares of the Company on the date of the passing of this resolution); and
-
any issue of Shares upon 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,
- if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of shares of the Company subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of shares of the Company subject to the limit set out in paragraph (c) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and
- for the purpose of this resolution, the "Relevant Period" means the period from the date of 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 or any applicable law of the Cayman Islands to be held; or
- the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
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NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares 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, or the requirements of, or the expenses 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, jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."
7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT:
- subject to paragraph (b) below, the exercise by the directors of the Company ("Directors") during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase shares (each a "Share") of HK$0.01 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong ("SFC") and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and the same is hereby generally and unconditionally approved;
- the aggregate number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of issued shares of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
- if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of shares of the Company subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of shares of the Company subject to the limit set out in paragraph (b) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and
- for the purpose of this resolution, "Relevant Period" means the period from the date of 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 or any other applicable law of the Cayman Islands to be held; or
- the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
8. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT conditional upon resolutions numbered 6 and 7 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with the unissued shares of the Company pursuant to resolution numbered 6 above be and is hereby extended by the addition to the aggregate number of shares of HK$0.01 each of the Company 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 the aggregate number of shares of the Company repurchased by the Company pursuant to or in accordance with the authority granted under resolution numbered 7 above."
Yours faithfully
On behalf of the Board
Uni-President China Holdings Ltd.
LO Chih-Hsien
Chairman
Hong Kong, 21 April 2021
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NOTICE OF ANNUAL GENERAL MEETING | ||
Registered office: | Principal place of business | |
P.O. Box 309 | in Hong Kong: | |
Ugland House | Unit 703A, 7/F., Golden Centre | |
Grand Cayman | 188 Des Voeux Road Central | |
KY1-1104 | Hong Kong | |
Cayman Islands | ||
Notes: |
- The Board has made reference to the "Joint Statement in relation to General Meetings in light of the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation" jointly issued by the Stock Exchange and the SFC on 1 April 2020 in relation to the arrangement of the Meeting. The Company will implement certain preventive measures at the Meeting, the details of which are set out in the section headed "PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING" in the Circular, to safeguard the health and safety of the attending Shareholders, staff and other stakeholders.
- A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the member to speak at the Meeting. A proxy need not be a member of the Company. A member (whether or not a recognised clearing house) may appoint any number of proxies to attend in his/her/its stead at the Meeting.
- In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.
- The Company does not in any way wish to diminish the opportunity available to the members of the Company to exercise their rights and to vote, but is conscious of the pressing need to protect the members from possible exposure to the Coronavirus Disease 2019 pandemic. For the health and safety of the members, the Company would like to encourage members to exercise their right to vote at the Meeting by appointing the chairman of the Meeting as their proxy instead of attending the Meeting in person. Physical attendance is not necessary for the purpose of exercising shareholders' rights.
- In order to be valid, the form of proxy must 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 seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the branch share registrar and transfer office ("Branch Share Registrar") of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) by 9:30 a.m. (Hong Kong time) on Wednesday, 19 May 2021 or not less than 48 hours before the time fixed for holding the adjourned meeting (if any).
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NOTICE OF ANNUAL GENERAL MEETING
- In order to determine the right to attend the Meeting, the register of members of the Company will be closed from Friday, 14 May 2021 to Friday, 21 May 2021 (both days inclusive), during which period no transfer of the Shares will be effected. In order to be qualified for the attendance of the Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Share Registrar at the above address by not later than 4:30 p.m. on Thursday, 13 May 2021.
- Subject to the approval by the shareholders of the Company of the payment of the final dividend at the Meeting, the register of members will be closed from Thursday, 27 May 2021 to Monday, 31 May 2021 (both days inclusive). In order to determine the entitlement of the shareholders of the Company to receive the final dividend, during the said period no transfer of Shares will be effected. In order to be qualified for the entitlement to receive the final dividend, all transfers of Shares, accompanied by the relevant share certificates, must be lodged with the Branch Share Registrar at the above address not later than 4:30 p.m. on Wednesday, 26 May 2021.
- Completion and return of the form of proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof should he/she/it so wish and in such event, the form of proxy shall be deemed to be revoked..
- In relation to resolutions numbered 6 and 8 above, approval is being sought from the shareholders of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"). The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be allotted and issued upon exercise of the subscription rights attached to options which may be granted under any share option scheme or any scrip dividend scheme which may be adopted or approved by the shareholders of the Company.
- In relation to resolution numbered 7 above, approval is being sought from shareholders of the Company for the grant to the Directors of a general mandate to repurchase Shares in accordance with all applicable laws and the Listing Rules. The Directors wish to state that they will exercise the powers conferred thereby to purchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company.
- Each of the above resolutions will be voted by way of poll as required by the Listing Rules.
As at the date of this notice, the Board comprised Mr. Lo Chih-Hsien and Mr. Liu Xinhua as executive directors; Mr. Chen Kuo-Hui and Mr. Su Tsung-Ming as non-executive directors; and Mr. Chen Sun-Te, Mr. Chen Johnny, Mr. Fan Ren-Da, Anthony and Mr. Lo Peter as independent non-executive directors.
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Uni-President China Holdings Ltd. published this content on 20 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 08:40:10 UTC.
