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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  Zhong An Group Limited    672   KYG9898N1161

ZHONG AN GROUP LIMITED

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Zhong An Real Estate : Circulars - (1) General Mandates to Issue and Buy-back Shares, (2) Re-election of Directors, (3) Proposed Adoption of New Share Option Scheme, (4) Proposed Change of Company Name, (5) Proposed Amendments to the Constitutional Documents and (6) Notice of Annual General Meeting

04/15/2019 | 06:57am EST

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 Zhong An Real Estate Limited(眾安房產有 限公司), 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 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

ZHONG AN REAL ESTATE LIMITED

眾 安 房 產 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 672)

(1)GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES,

(2)RE-ELECTIONOF DIRECTORS,

(3)PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME,

(4)PROPOSED CHANGE OF COMPANY NAME,

(5)PROPOSED AMENDMENTS TO THE CONSTITUTIONAL DOCUMENTS AND

(6)NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Conference Room 4, 4/F., Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC at 10:00 a.m. (Hong Kong time) on Thursday, 6 June 2019 is set out on pages N-1 to N-7 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 the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Branch Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time for holding the Annual General Meeting (that is, 10:00 a.m. (Hong Kong time) on Tuesday, 4 June 2019) 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.

16 April 2019

CONTENTS

Page

Definitions . . .

. .

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

1

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Letter from the Board

Introduction .

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

7

Grant of General Mandate, Buy-back Mandate and Extension Mandate . . . . . . . .

7

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Proposed Adoption of New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . .

9

Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

Proposed Amendments to the Constitutional Documents . . . . . . . . . . . . . . . . . . . .

15

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16

Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16

Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

Closure of Register of Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

Document(s) available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

Appendix I

-

Explanatory Statement for the Buy-back Mandate . . . . . . . . . . .

I-1

Appendix II

-

Details of the Directors proposed to be re-elected

at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .

II-1

Appendix III

-

Principal terms of the New Share Option Scheme . . . . . . . . . . . .

III-1

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

N-1

- i -

DEFINITIONS

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

"Adoption Date"

the date of adoption of the New Share Option Scheme

by the Shareholders

"Annual General Meeting"

the annual general meeting of the Company to be

convened and held at Conference Room 4, 4/F.,

Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road,

Xiaoshan District, Hangzhou, Zhejiang Province, the

PRC on Thursday, 6 June 2019 at 10:00 a.m. (Hong

Kong time) or any adjournment thereof (as the case

may be), the notice of which is set out on pages N-1 to

N-7 of this circular

"Articles" or "Articles of

the amended and restated articles of association of the

Association"

Company currently in force

"associate(s)"

has the same meaning as ascribed to it under the

Listing Rules

"Board"

the board of Directors

"Branch Share Registrar"

Tricor Investor Services Limited, the branch share

registrar and transfer office of the Company in Hong

Kong

"Business Day"

any day on which the Stock Exchange is open for

business of dealing in securities

"Buy-back Mandate"

a general and unconditional mandate proposed to be

granted to the Directors to enable them to buy-back

Shares, the aggregate number of which shall not exceed

10% of the aggregate number of Shares in issue as at

the date of passing of the relevant resolution at the

Annual General Meeting

"close associate(s)"

has the same meaning as ascribed to it under the

Listing Rules

"Companies Law"

the Companies Law, Cap. 22 (Law 3 of 1961, as

consolidated and revised) of the Cayman Islands

"Company"

Zhong An Real Estate Limited(眾安房產有限公司), an

exempted company incorporated in the Cayman Islands

with limited liability, the issued shares of which are

listed on the main board of the Stock Exchange

- 1 -

DEFINITIONS

"Constitutional Documents"

the Memorandum and the Articles of Association

"core connected person(s)"

has the same meaning as ascribed to it under the

Listing Rules

"Director(s)"

the director(s) of the Company, and in relation to the

New Share Option Scheme, the directors of any entity

in which any member of the Group holds any equity

interest, including executive and non-executive

director(s)

"Eligible Participant(s)"

the classes of participants (as more particularly referred

to in paragraph (2) of Appendix III - "Principal Terms

of the New Share Option Scheme" to this circular) who

are eligible to participate in the New Share Option

Scheme

"Existing Share Option

the share option scheme currently in force and adopted

Scheme"

by the Company on 15 May 2009 and to be expired on

14 May 2019

"Extension Mandate"

a general and unconditional mandate proposed to be

granted to the Directors to the effect that any Shares

bought back under the Buy-back Mandate will be

added to the total number of Shares which may be

allotted, issued and dealt with under the General

Mandate

"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 up to a

maximum of 20% of the aggregate number of Shares in

issue as at the date of passing of the ordinary

resolution in relation thereto at the Annual General

Meeting

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

"Latest Practicable Date"

10 April 2019, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information referred to in this circular

"Listing Committee"

the listing sub-committee of the board of directors of

the Stock Exchange

- 2 -

DEFINITIONS

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

"Memorandum"

the amended and restated memorandum of association

of the Company currently in force

"New Share Option Scheme"

the new share option scheme proposed to be adopted

by the Company at the Annual General Meeting, a

summary of the principal terms of which is set out in

Appendix III to this circular

"Nomination Committee"

the nomination committee established by the Board

(comprising Mr Shi Kancheng (Chairman of the

Nomination Committee), Ms Wang Shuiyun, Professor

Pei Ker Wei, Dr Loke Yu and Mr Zhang Huaqiao)

"Option(s)"

share option(s) that may be granted under the New

Share Option Scheme by the Board to the Eligible

Participants with rights to subscribe for Shares at a

pre-determined subscription price in accordance with

the New Share Option Scheme

"Proposed Amendments to the

the proposal by the Board to amend the Constitutional

Constitutional Documents"

Documents consequential to the Proposed Change of

Company Name, which shall become effective and with

effect from the date of issue of the certificate of

incorporation on change of name of the Company by

the Registrar of Companies in the Cayman Islands

"Proposed Change of Company

the proposal by the Board to change the English name

Name"

of the Company from "Zhong An Real Estate Limited"

to "Zhong An Group Limited" and the dual foreign

name of the Company from "眾安房產有限公司" to "眾安

集團有限公司"

"PRC"

the People's Republic of China, excluding for the

purpose of this circular, Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan

"Retiring Directors"

(1) Ms Shen Tiaojuan, (2) Mr Jin Jianrong and (3)

Professor Pei Ker Wei, being the Directors who are to

retire, and have offered themselves for re-election, at

the Annual General Meeting

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

the Securities and Futures Ordinance, Chapter 571 of

the Laws of Hong Kong, as amended from time to time

- 3 -

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

Disclaimer

Zhong An Real Estate Limited published this content on 15 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 April 2019 10:57:03 UTC


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Sales 2019 6 205 M 944 M 944 M
Net income 2019 637 M 96,9 M 96,9 M
Net Debt 2019 4 429 M 674 M 674 M
P/E ratio 2019 1,93x
Yield 2019 8,44%
Capitalization 1 602 M 244 M 244 M
EV / Sales 2018 0,88x
EV / Sales 2019 0,91x
Nbr of Employees 4 153
Free-Float 41,5%
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Jian Gang Zhang Chief Executive Officer & Executive Director
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De Feng You Chief Financial Officer
Tiao Juan Shen Executive Director & Vice President
Ker Wei Pei Independent Non-Executive Director
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