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Atlinks Group Limited — AGM Information 2021
Mar 19, 2021
51235_rns_2021-03-19_75b4640b-c87a-49eb-9a82-daabb1754a1f.pdf
AGM Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Atlinks Group Limited (the “ Company ”), you should at once hand this circular and form of proxy enclosed herein to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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.
ATLINKS GROUP LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8043)
PROPOSALS FOR
(1) ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF DIRECTORS AND AUDITOR (2) RE-ELECTION OF RETIRING DIRECTORS (3) RE-APPOINTMENT OF AUDITOR (4) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND EXTENSION MANDATE AND
(5) NOTICE OF ANNUAL GENERAL MEETING
This circular, for which the directors (the “ Directors ”) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange 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.
A notice convening the annual general meeting of the Company (the “ AGM ”) to be held at Equity Financial Press Limited, 2/F, 100 QRC, 100 Queen’s Road Central, Central, Hong Kong on Wednesday, 12 May 2021 at 2:00 p.m. is set out on pages 17 to 22 of this circular.
A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, 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 and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.
PRECAUTIONARY MEASURES FOR THE AGM
In view of the ongoing novel coronavirus (“ COVID-19 ”) outbreak, mass gatherings would potentially impose significant risk in terms of the spread of the virus. For the safety of our Shareholders, staff and stakeholders, the Company encourages Shareholders to appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM, instead of attending the AGM in person, by completing and returning the form of proxy accompanying this circular in accordance with the instructions printed thereon. Shareholders and other persons attending the AGM should note that, consistent with the government guidelines for the prevention and control of COVID-19, the Company will implement precautionary measures to reduce the risk of contracting and spreading of COVID-19 at the AGM, including: (a) Compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be admitted to the venue; (b) Every Shareholder or proxy is required to wear surgical face mask throughout the meeting, not wearing surgical face mask will not be permitted access to the meeting venue; (c) No corporate gifts will be distributed; (d) No refreshment will be served; (e) Hand sanitizer will be available at the entrance of the venue; and (f) Other safe distancing measures as appropriate. The Company seeks the understanding and cooperation of all Shareholders to minimize the risk of spreading COVID-19.
This circular, together with a form of proxy will remain on the website of the Stock Exchange at www.hkexnews.hk and the “Latest Listed Company Information” page of the GEM website at www.hkgem.com for at least seven days from its date of publication and on the Company’s website at www.atlinks.com.
19 March 2021
CHARACTERISTICS OF GEM
CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
– i –
CONTENTS
| Page | |
|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| LETTER FROM THE BOARD | |
| Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
| Adoption of the Audited Consolidated Financial Statements and | |
| the Reports of the Directors and the Auditor for | |
| the year ended 31 December 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
| Re-election of retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
| Re-appointment of Auditor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| Extension of the Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
| AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| Voting at the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| Closure of Register of Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
| Responsibility of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
| General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
| APPENDIX I – DETAILS OF RETIRING DIRECTORS PROPOSED FOR |
|
| RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 |
| APPENDIX II – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . |
12 |
| NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 17 |
– ii –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
-
“2020 Annual Report”
-
the annual report of the Company for the financial year ended 31 December 2020
-
“AGM”
the annual general meeting of the Company to be held at Equity Financial Press Limited, 2/F, 100 QRC, 100 Queen’s Road Central, Central, Hong Kong on Wednesday, 12 May 2021 at 2:00 p.m. for the purpose of considering and, if thought fit, approving the resolutions proposed in the AGM Notice
-
“AGM Notice”
-
the notice dated 19 March 2021 for convening the AGM and included herein
-
“Articles”
-
the articles of association of the Company as amended from time to time
-
“associates” or “close associate(s)”
-
has the meaning ascribed to it under the GEM Listing Rules
-
“Board”
the board of Directors (including independent non-executive Directors)
-
“Companies Law”
-
the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
-
“Company”
-
Atlinks Group Limited, a company incorporated in the Cayman Islands as an exempted company with limited liability, the Shares of which are listed on GEM (stock code: 8043)
-
“core connected person(s)”
-
has the meaning ascribed to it under the GEM Listing Rules
-
“Director(s)”
-
the director(s) of the Company
-
“Extension Mandate”
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 and issued under the Issue Mandate
- “Euro” or “€” or “EUR” the lawful currency of the member states of the European Union
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DEFINITIONS
- “GEM”
the GEM of the Stock Exchange
-
“GEM Listing Rules”
-
the Rules Governing the Listing of Securities on GEM, as amended, supplemented and otherwise modified from time to time
-
“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”
-
the general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the relevant resolution for approving such general mandate
-
“Latest Practicable Date” 15 March 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
-
“PRC”
-
the People’s Republic of China, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
-
“Repurchase Mandate”
-
the general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing the relevant resolution at the AGM
-
“SFO”
-
the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
-
“Share(s)”
-
ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company
-
“Shareholder(s)”
-
holder(s) of the Share(s)
-
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
– 2 –
DEFINITIONS
“Takeovers Code” “%”
the Codes on Takeovers and Mergers and Share Buy-backs, as amended, supplemented, or otherwise modified from time to time
per cent
– 3 –
LETTER FROM THE BOARD
ATLINKS GROUP LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8043)
Executive Directors: Mr. Tong Chi Hoi Mr. Jean-Alexis René Robert Duc Ms. Ho Dora Mr. Long Shing
Registered office: Windward 3, Regatta Office Park P.O. Box 1350 Grand Cayman, KY1-1108 Cayman Islands
Non-executive Directors: Mr. Long Hak Kan (Chairman) Mr. Didier Paul Henri Goujard
Independent Non-executive Directors: Ms. Lam Lai Ting Maria Goretti Ms. Chan Cheuk Man Vivian Ms. Lee Kit Ying Catherine
Head office and principal place of business in Hong Kong: Unit 1818, 18/F, Nan Fung Commercial Centre, 19 Lam Lok Street, Kowloon Bay, Hong Kong 19 March 2021
To the Shareholders,
Dear Sir or Madam,
PROPOSALS FOR
(1) ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF DIRECTORS AND AUDITOR (2) RE-ELECTION OF RETIRING DIRECTORS (3) RE-APPOINTMENT OF AUDITOR (4) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND EXTENSION MANDATE AND
(5) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide shareholders with information regarding the notice of AGM and resolutions to be proposed at the AGM relating to, among other things, (i) the re-election of retiring Directors; (ii) the granting of the Issue Mandate and the Repurchase Mandate; and (iii) the extension of the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate, and to give you the AGM Notice.
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LETTER FROM THE BOARD
ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2020
The audited consolidated financial statements of the Company for the year ended 31 December 2020 together with the reports of the Directors and the auditor, are set out in the 2020 Annual Report which will be sent to the Shareholders on 19 March 2021. The 2020 Annual Report may then be viewed and downloaded from the Company’s website (www.atlinks.com) and the Hong Kong Exchanges and Clearing Limited’s website (www.hkexnews.hk). The audited consolidated financial statements have been reviewed by the audit committee of the Company.
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board consists of nine (9) Directors, namely Mr. Tong Chi Hoi, Mr. Jean-Alexis René Robert Duc, Ms. Ho Dora, Mr. Long Shing, Mr. Long Hak Kan, Mr. Didier Paul Henri Goujard, Ms. Lam Lai Ting Maria Goretti, Ms. Chan Cheuk Man Vivian and Ms. Lee Kit Ying Catherine.
Pursuant to Article 108 of the Articles, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation, provided that each Director (including those appointed for a specific term) will be subject to retirement by rotation at least once every three (3) years at the annual general meeting. The Directors to retire in every year shall be, so far as necessary to obtain the number required, any Director who has not been subject to retirement by rotation in the three years preceding the AGM, and any further Directors so to retire shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election. Pursuant to Article 112 of the Articles, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election.
Accordingly, Mr. Jean-Alexis René Robert Duc, Ms. Ho Dora and Mr. Long Shing shall retire from office by rotation and, being eligible, offer themselves for re-election at the AGM.
Article 113 of the Articles provides that no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company during the period commencing no earlier than the day after the despatch of the notice of the general meeting appointed for such election and ending no later than seven (7) days prior to the date of such general meeting.
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LETTER FROM THE BOARD
Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, he should serve a notice in writing of his intention to propose such a person for election as a Director at the head office of the Company at Unit 1818, 18/F, Nan Fung Commercial Centre, 19 Lam Lok Street, Kowloon Bay, Hong Kong (the “ Head Office ”) on or before 5 May 2021. Moreover, a notice in writing by the proposed director confirming his willingness to be elected as a director must also be validly served at the Head Office on or before 5 May 2021.
Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting.
Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.
RE-APPOINTMENT OF AUDITOR
PricewaterhouseCoopers will retire as the external auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment. The Board (which agreed with the view of the audit committee of the Company) recommended that, subject to the approval of the Shareholders at the AGM, PricewaterhouseCoopers be re-appointed as the external auditor of the Company for 2021.
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
Issue Mandate
The Directors have been granted a general unconditional mandate to allot, issue and deal with Shares at the previous annual general meeting held on 14 May 2020. The Issue Mandate would expire: (a) at the conclusion of the next annual general meeting of the Company; (b) at the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the Companies Law or any other applicable law of the Cayman Islands to be held; or (c) when revoked, varied or renewed by an ordinary resolution of Shareholders in general meeting, whichever is the earliest.
As at the Latest Practicable Date, the existing issue mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to allot, issue and deal with new Shares with the aggregate nominal value not exceeding 20% of the issued share capital of the Company on the date of passing the relevant resolution. As at the Latest Practicable Date, a total of 400,000,000 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
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LETTER FROM THE BOARD
Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 80,000,000 new Shares.
Repurchase Mandate
The Directors have been granted a general unconditional mandate to exercise the power of the Company to repurchase Shares at the previous annual general meeting held on 14 May 2020. The Repurchase Mandate would expire: (a) at the conclusion of the next annual general meeting of the Company; (b) at the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the Companies Law or any other applicable law of the Cayman Islands to be held; or (c) when revoked, varied or renewed by an ordinary resolution of Shareholders in general meeting, whichever is the earliest.
As at the Latest Practicable Date, the existing repurchase mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general mandate to exercise all the powers of the Company to purchase or repurchase Shares with the aggregate nominal value not exceeding 10% of the aggregate nominal value of the issued share capital of the Company on the date of passing the relevant resolution.
The Company had in issue an aggregate of 400,000,000 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolutions for the approval of the Repurchase Mandate and in accordance with the terms therein, the Company would be allowed to repurchase a maximum of 40,000,000 Shares, on the basis that no further Shares will be issued or repurchased by the Company between the Latest Practicable Date to the date of the AGM.
An explanatory statement giving the particulars required under Rule 13.08 of the GEM Listing Rules in respect of the Repurchase Mandate to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision whether to vote for or against the resolution is set out Appendix II to this circular.
EXTENSION OF THE ISSUE MANDATE
In addition, subject to the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to authorise the Directors to extend the Issue Mandate to allot and issue Shares by an amount of shares representing the aggregate nominal value of shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing the resolution for approving the Repurchase Mandate.
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LETTER FROM THE BOARD
AGM AND PROXY ARRANGEMENT
The notice convening AGM to be held at Equity Financial Press Limited, 2/F, 100 QRC, 100 Queen’s Road Central, Central, Hong Kong on Wednesday, 12 May 2021 at 2:00 p.m. is set out on pages 17 to 22 of this circular. A copy of the 2020 Annual Report is despatched to the Shareholders together with this circular. Ordinary resolutions in respect of, inter alia, (i) the adoption of audited consolidated financial statements and the reports of the Directors and the auditor for the year ended 31 December 2020; (ii) re-election of the retiring Directors; (iii) the re-appointment of auditor; and (iv) the granting of the Issue Mandate, Repurchase Mandate and the Extension Mandate will be proposed at the AGM.
A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to 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, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof (as the case may be) if they so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.
VOTING AT THE AGM
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting of the Company 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. The resolutions to be proposed at the AGM do not relate purely to a procedural or administrative matter. Accordingly, all resolutions set out in the AGM Notice shall be put to vote by way of poll at the AGM. An announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
RECOMMENDATION
The Directors believe that the re-election of Directors, the re-appointment of the auditor and the proposed granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate are in the best interests of 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 such repurchase of Shares will benefit the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and/or gearing position of the Company. The Directors do not, however, intend to make any repurchase in
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LETTER FROM THE BOARD
circumstances that would have a material adverse impact on the working capital requirements or the gearing levels of the Company. Accordingly, the Directors recommend that Shareholders vote in favour of all resolutions to be proposed at the AGM.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company for the AGM will be closed from Thursday, 6 May 2021 to Wednesday, 12 May 2021, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged at 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 Wednesday, 5 May 2021.
RESPONSIBILITY OF THE DIRECTORS
This circular, for which the Directors collectively and individually accept full responsibility for the accuracy of the information contained herein, includes particulars given in compliance with the GEM 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.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.
Yours faithfully, By order of the Board Atlinks Group Limited Long Hak Kan Chairman and Non-Executive Director
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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
APPENDIX I
The biographical details of the Directors proposed to be re-elected at the forthcoming AGM are set out as follows:
EXECUTIVE DIRECTORS
Mr. Jean-Alexis René Robert Duc (“ Mr. Duc ”), aged 48, is responsible for overall management of the Group’s business operation in Europe. Mr. Duc was appointed as a Director on 3 August 2017 and re-designated as executive Director on 12 September 2017. Mr. Duc obtained Brevet de Technicien Supérieur in International Trade from Institut Supérieur Européen de Gestion in July 1993 and he further obtained his Master equivalent degree in Marketing & Sales from Institut Supérieur de Gestion in September 1996. Mr. Duc has over 20 years of experience in the telecommunications industry. He worked as a sales representative in 3X International, a telecommunications company from February 1997 to August 1997. Mr. Duc then worked for Alcatel Business Systems, a telecommunications company from September 1997 to December 1999 with his last position as training manager. From January 2000 to February 2004, Mr. Duc worked as key account manager in Atlinks and then Thomson Telecom, a telecommunications company which acquired Atlinks in January 2004. From March 2004 to December 2008, Mr. Duc was promoted to customer director retail France of Thomson Telecom. In January 2009, he was promoted to commercial director of Europe, Middle East and Africa regions and carried on this position in ATL Europe in January 2010, before he was subsequently promoted to chief executive officer Atlinks Europe (“ ATL Europe ”) in October 2012.
Save as disclosed above, Mr. Duc does not hold any positions with the Company or other members of the Group. He does not hold any other directorships in other public listed companies in the last three years, does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.
Further, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Duc which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.
Ms. Ho Dora (“ Ms. Ho ”), aged 51, is the chief financial officer of the Company and responsible for overseeing the Group’s operation, business development, human resources, finance and administration. She was appointed as a Director on 3 August 2017 and re-designated as an executive Director on 12 September 2017. Ms. Ho joined ATL Asia as head of finance in July 2010 and became head of finance and human resources in October 2010. Ms. Ho was promoted to finance and human resources director and chief financial officer in November 2012 and April 2013, respectively. Ms. Ho is also a director of Atlinks Industries Limited and Swissvoice and a supervisor of Atlinks Technology (Shenzhen) Limited (“ ATL Shenzhen ”). Ms. Ho obtained her Bachelor of Arts majoring in accounting and finance from University of Glamorgan in June 1993. She further obtained her Master of Business Administration from University of Wales College of Cardiff in July 1995. Ms. Ho was admitted as a member of the Association of Chartered Certified Accountants in 15 November 2004. Ms. Ho was admitted as a certified public accountant of the Hong Kong Institute of Certified Public Accountants in February 2005. She was admitted as a fellow of
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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
APPENDIX I
the Association of Chartered Certified Accountants in November 2009. She was certified as a fellow of the Hong Kong Institute of Certified Public Accountants in May 2012 and became a chartered manager of Chartered Management Institute in November 2013. She is also currently a Chartered Fellow of Chartered Management Institute. Ms. Ho has over 20 years of experience in financial services. Prior to joining the Group, she worked for AIA Shared Services (Hong Kong) Limited (formerly known as American International Data Centre Limited) from September 2007 to August 2009, with her last position held as a finance manager. From August 2009 to June 2010, Ms. Ho worked for AXA Technology Services Asia (HK) Limited (formerly known as AXA Technology Services South East Asia Limited), with her last position as head of finance in the finance department.
Save as disclosed above, Ms. Ho does not hold any positions with the Company or other members of the Group. She does not hold any other directorships in other public listed companies in the last three years, does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.
Further, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Ms. Ho which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.
Mr. Long Shing , aged 39, is responsible for overall management of the Group’s business in APAC (Asia Pacific region) and Russia. He was appointed as a Director on 3 August 2017 and re-designated as an executive Director on 12 September 2017. Mr. Long Shing joined the Group as sales and marketing director in July 2013 and is currently the director and legal representative of ATL Shenzhen. Mr. Long Shing obtained his Bachelor of Commerce degree from The University of British Columbia in May 2005. He began his career as a sales executive in NOK-Freudenberg Hong Kong Limited, a company that specialises in the production and sales of seals for the automotive industry as well as parts inside electronic hard disk drives, from February 2005 to October 2005. He worked as a sales executive in Kan Tsang Industrial Company Limited from November 2005 to June 2011. He also worked as a sales director in Kan Tsang Technology Limited, a company that engages in the research and development, manufacture, sale and marketing of electro acoustic components and headsets, from July 2011 to July 2013. Mr. Long Shing is the son of Mr. Long.
Save as disclosed above, Mr. Long Shing does not hold any positions with the Company or other members of the Group. He does not hold any other directorships in other public listed companies in the last three years, does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.
Further, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Long Shing which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.
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EXPLANATORY STATEMENT
APPENDIX II
This Appendix contains the particulars pursuant to Rule 13.08 and other provisions of the GEM Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.
GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The GEM Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on GEM or on any other stock exchange on which securities of the company are listed and such exchange is recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
SHARE CAPITAL
As at the Latest Practicable Date, the total number of shares in issue was 400,000,000 Shares. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the shares. Subject to the passing of the resolution for approving the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to repurchase a maximum of 40,000,000 Shares, representing 10% of the issued Shares as at the date of AGM.
REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
The Directors would exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole and in circumstances where they consider that the Shares can be repurchased on the terms favourable to the Company. On the basis of the consolidated financial position of the Company as at 31 December 2020, being the date to which the latest published audited financial statements of the Company were made up, if the general mandate to repurchase Shares was to be exercised in full at any time during the proposed repurchase period, it may have an adverse impact on the working capital and gearing level of the Company.
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EXPLANATORY STATEMENT
APPENDIX II
The Directors do not propose to exercise the Repurchase Mandate to repurchase Shares to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company as compared with the position disclosed in the latest published audited financial statements of the Company or the gearing level which, in the opinion of the Directors, are from time to time appropriate for the Company.
FUNDING OF REPURCHASES
Repurchases to be made pursuant to the Repurchase Mandate would be financed out of funds which are legally available for such purpose in accordance with the Company’s memorandum of association, the Articles, the GEM Listing Rules, Companies Law and any other applicable laws, as the case may be. Such funds include, but are not limited to, profits available for distribution.
IMPACT ON WORKING CAPITAL OR GEARING POSITION
An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2020, being the date of its latest published audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.
TAKEOVERS CODE AND EFFECT OF THE EXERCISING THE REPURCHASE MANDATE
Upon the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interests in the voting rights of the Company increases, and such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code (as defined in the Takeovers Code). Accordingly, a Shareholder or group of Shareholders acting in concert (within the meaning under the Takeovers Code) could obtain or consolidate control of the Company and, depending on the level of increase of the Shareholders’ interests, may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any such consequence which may arise under the Takeovers Code if the Repurchase Mandate is exercised. As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following persons were directly or indirectly
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EXPLANATORY STATEMENT
APPENDIX II
interested in 10% or more of the nominal value of the issued Shares that carry a right to vote in all circumstances at general meetings of the Company:
| Approximate | ||||
|---|---|---|---|---|
| % of the issued | ||||
| Approximate | share capital | |||
| % of the | should theShare | |||
| Number | issued | Repurchase | ||
| of Shares | share | Mandate be | ||
| Name of Shareholders | held | capital | Notes | exercised in full |
| Eiffel Global Limited (“Eiffel Global”) | 300,000,000(L) | 75.00 | 83.33 | |
| Talent Ocean Holdings Limited (“TOHL”) | 300,000,000(L) | 75.00 | 1 | 83.33 |
| Ms. Chu Lam Fong (“Ms. Chu”) | 300,000,000(L) | 75.00 | 2 | 83.33 |
| Mr. Tong Chi Hoi (“Mr. Tong”) | 300,000,000(L) | 75.00 | 2 | 83.33 |
| Mr. Long Hak Kan (“Mr. Long”) | 300,000,000(L) | 75.00 | 3 | 83.33 |
| Ng Ching Yi Doris (“Ms. Ng”) | 300,000,000(L) | 75.00 | 4 | 83.33 |
(L) denotes long position.
Notes:
-
TOHL is deemed or taken to be interested in all the Shares which are beneficially owned by Eiffel Global under the SFO. Eiffel Global is owned as to 75% by TOHL, 11.83% by Argento Investments Limited, 9.67% by Mr. Jean-Alexis René Robert Duc, and 3.5% by Ms. Ho Dora respectively.
-
On 8 July 2020, the Company was informed by Ms. Chu that she had transferred her 49% shareholding in TOHL to Mr. Tong. After the completion of the said transfer, TOHL is owned as to 51% by Ms. Chu and 49% by Mr. Tong.
-
Mr. Long is the spouse of Ms. Chu and he is deemed or taken to be interested in all the Shares which are beneficially owned by Ms. Chu under the SFO.
-
Ms. Ng is the spouse of Mr. Tong and she is deemed or taken to be interested in all the Shares which are beneficially owned by Mr. Tong under the SFO.
As at the Latest Practicable Date, TOHL is beneficially interested in 300,000,000 Shares representing approximately 75% of the issued share capital of the Company respectively.
Based on such interests in the Shares and in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate and assuming that there is no change in the issued share capital of the Company and the number of Shares held by TOHL remains unchanged, the interests of TOHL will be increased to approximately 83.33% of the total issued share capital of the Company respectively. Such increase will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.
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EXPLANATORY STATEMENT
APPENDIX II
Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase and no disposal by any of the controlling Shareholders of their interests in the Shares, an exercise of Repurchase Mandate may result in less than 25% of the Shares being held by the public. In any event, unless otherwise approved by the Stock Exchange, the Directors will refrain from exercising the power conferred by the Repurchase Mandate to an extent as may result in a public shareholding of less than 25%.
PRICE OF THE SHARES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange since 1 March 2020 and up to the Latest Practicable Date were as follows:
| **Shares ** | Price | |
|---|---|---|
| Highest | Lowest | |
| (HK$) | (HK$) | |
| 2020 | ||
| March | 0.143 | 0.130 |
| April | 0.155 | 0.130 |
| May | 0.138 | 0.127 |
| June | 0.137 | 0.125 |
| July | 0.140 | 0.130 |
| August | 0.203 | 0.130 |
| September | 0.203 | 0.139 |
| October | 0.195 | 0.175 |
| November | 0.171 | 0.150 |
| December | 0.174 | 0.147 |
| 2021 | ||
| January | 0.183 | 0.154 |
| February | 0.201 | 0.171 |
| March (up to the Latest Practicable Date) | 0.186 | 0.171 |
REPURCHASE OF SHARES MADE BY THE COMPANY
No repurchase of Share has been made by the Company during the last 12 months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
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EXPLANATORY STATEMENT
APPENDIX II
DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their respective close associates (as defined in the GEM Listing Rules) have any present intention to sell any Shares to the Company or its subsidiaries in the event that the Company is authorised to make repurchases of the Shares.
No core connected persons (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any of his/her/its Shares to the Company or its subsidiaries, or have undertaken not to do so, if the Repurchase Mandate is approved and exercised.
DIRECTORS’ UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate to repurchase any Shares in accordance with the GEM Listing Rules, the applicable laws of the Cayman Islands and the Articles.
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NOTICE OF ANNUAL GENERAL MEETING
ATLINKS GROUP LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8043)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Atlinks Group Limited (the “ Company ”) will be held at Equity Financial Press Limited, 2/F, 100 QRC, 100 Queen’s Road Central, Central, Hong Kong on Wednesday, 12 May 2021 at 2:00 p.m., for the following purposes:
ORDINARY RESOLUTIONS
-
To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (“ Directors ”) and the independent auditor of the Company (“ Auditor ”) for the year ended 31 December 2020.
-
(a) To re-elect Mr. Jean-Alexis René Robert Duc as an executive Director;
-
(b) To re-elect Ms. Ho Dora as an executive Director;
-
(c) To re-elect Mr. Long Shing as an executive Director;
-
To authorise the board of Directors to fix the Directors’ remunerations;
-
To appoint PricewaterhouseCoopers as the Auditor of the Company and to authorise the board of Directors to fix their remuneration; and
-
To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
-
(A) “ THAT
- (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company (“ Shares ”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of securities on GEM of the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (as amended from time to time) (the “ GEM Listing Rules ”) be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
-
(b) the approval given in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as defined in paragraph (e) below) to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers during or after the end of the Relevant Period (as defined in paragraph (e) below);
-
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given in paragraph (a) and (b) of this resolution, otherwise than pursuant to:
-
(i) a Rights Issue (as defined in paragraph (e) below);
-
(ii) the exercise of the rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into Shares;
-
(iii) the exercise of any options granted under any Share option scheme or similar arrangement for the time being adopted for the grant or issue to the employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; and
-
(iv) 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 the Shares pursuant to the articles of association of the Company from time to time; shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution and the said approval shall be limited accordingly;
-
(d) subject to the passing of each of the paragraphs (a), (b) and (c) of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
-
(e) for the purpose of this resolution:
“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:
- (i) the conclusion of the next annual general meeting of the Company;
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NOTICE OF ANNUAL GENERAL MEETING
-
(ii) 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 applicable laws to be held; and
-
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
“ Rights Issue ” means the allotment, issue or grant of Shares pursuant to an offer of Shares or offer or issue of warrants or options or other securities giving rights to subscribe for the Shares of the Company open for a period fixed by the Directors to holders 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 at that date (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 recognised regulatory body or any stock exchange in, any territory applicable to the Company).”
(B) “ THAT:
-
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase or repurchase Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
-
(b) the aggregate nominal amount of the Shares which may be repurchased by the Company pursuant to paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution, and the approval granted under paragraph (a) of this resolution shall be limited accordingly;
-
(c) subject to the passing of each of the paragraphs (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
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NOTICE OF ANNUAL GENERAL MEETING
- (d) for the purpose of this resolution:
“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:
-
(i) the conclusion of the next annual general meeting of the Company;
-
(ii) 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 applicable laws to be held; and
-
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
-
(C) “ THAT conditional upon the passing of resolution Nos. 5(A) and 5(B) as set out in the notice convening the AGM, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional securities of the Company pursuant to resolution No. 5(A) above as set out in the notice convening the AGM be and is hereby extended by the addition thereto an amount of Shares representing the aggregate nominal amount of the Shares purchased or repurchased by the Company under the authority granted pursuant to resolution No. 5(B) as set out in the notice convening the AGM, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution.”
By order of the Board Atlinks Group Limited Mr. Long Hak Kan Chairman and Non-executive Director
Hong Kong, 19 March 2021
Registered office: Head office and principal place of Windward 3, Regatta Office Park business in Hong Kong: P.O. Box 1350 Unit 1818, 18/F, Nan Fung Grand Cayman, KY1-1108 Commercial Centre, 19 Lam Lok Cayman Islands Street, Kowloon Bay, Kowloon Hong Kong
Notes:
- All resolutions set out in this notice of the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “ GEM Listing Rules ”) and the results of the poll will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.atlinks.com in accordance with the GEM Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
-
A member of the Company entitled to attend and vote at the AGM will be entitled to appoint one or more proxies to attend and, on a poll, vote on his/her/its behalf. A proxy need not be a member of the Company. A member may appoint a proxy in respect of only part of his/her/its holding of shares in the Company.
-
A form of proxy in respect of the AGM is enclosed. Whether or not you intend to attend the AGM in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the AGM and voting in person at the AGM or any adjournment thereof (as the case may be) if you so wish. In the event that you attend the AGM after having lodged the form of proxy, it will be deemed to have been revoked.
-
To be valid, the form of proxy, together with any 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 Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be).
-
Where there are joint registered holders of any Share, any one of such persons may vote at the AGM or any adjournment thereof (as the case may be), either personally or by proxy, in respect of such Share as if he/ she/it were solely entitled thereto, but if more than one of such joint registered holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
-
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 6 May 2021 to Wednesday, 12 May 2021 (both dates inclusive), during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 5 May 2021.
-
In relation to Resolution no. 4 above, the board of Directors concur with the views of the audit committee of the board of Directors and has recommended that PricewaterhouseCoopers be re-appointed as the Auditor.
-
In respect of Resolution no. 5(A) above, the Directors wish to state that they have no immediate plans to issue any new securities of the Company under this mandate. Approval is being sought from members as a general mandate, in compliance with the Companies Ordinance and the GEM Listing Rules, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any securities of the Company up to 20% of the issued share capital of the Company at the date of the passing of the resolution.
-
The general purpose of the authority to be conferred on the Directors by Resolution no. 5(B) above is to increase flexibility and to provide discretion to the Directors in the event that it becomes desirable to repurchase Shares representing up to a maximum of 10% of the issued share capital of the Company at the date of the passing of the resolution on the Stock Exchange.
-
Members of the Company or their proxies shall produce documents of their proof of identity when attending the annual general meeting.
-
If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the annual general meeting, the meeting will be postponed. The Company will post an announcement on the website of the Company at www.atlinks.com and on the HKExnews website of the Stock Exchange at www.hkex.com.hk to notify Shareholders of the date, time and place of the rescheduled meeting.
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NOTICE OF ANNUAL GENERAL MEETING
As at the date of this notice, the executive Directors are Mr. TONG Chi Hoi, Mr. Jean-Alexis René Robert DUC, Ms. HO Dora and Mr. LONG Shing; the non-executive Directors are Mr. LONG Hak Kan and Mr. Didier Paul Henri GOUJARD; and the independent non-executive Directors are Ms. LAM Lai Ting Maria Goretti, Ms. CHAN Cheuk Man Vivian and Ms. LEE Kit Ying Catherine.
This notice will remain on the GEM’s website at www.hkgem.com on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and on the website of the Company at www.atlinks.com.
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