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Bloks Group Limited — AGM Information 2021
Apr 14, 2021
49127_rns_2021-04-14_d33fc0e8-f22e-42f2-a321-66e635c74031.pdf
AGM Information
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THIS DOCUMENT 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 adviser.
If you have sold or transferred all your shares in Concord New Energy Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
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Concord New Energy Group Limited 協合新能源集團有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 182)
GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES AND TO REPURCHASE SHARES RE-ELECTION OF DIRECTORS DECLARATION OF FINAL DIvIDEND CLOSURE OF REGISTER OF MEMBERS AND
NOTICE OF ANNUAL GENERAL MEETING
A notice of the Annual General Meeting to be held at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 21 May 2021 at 10:00 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. Whether or not you intend to attend the Annual General Meeting in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not less than 48 hours (i.e. not later than 10:00 a.m. on Wednesday, 19 May 2021) before the time appointed for holding the Annual General Meeting. 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 adjourned meeting thereof should you so wish.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
Please see page ii of this document for measures being taken to try to prevent and control the spread of the COVID-19 at the AGM, including:
-
compulsory temperature checks
-
• compulsory wearing of surgical face masks
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no refreshments will be served
Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM
14 April 2021
- for identification purpose only
CONTENTS
| Page | |
|---|---|
| Precautionary Measures for the Annual General Meeting | ii |
| Responsibility Statement iii |
|
| Definitions | 1 |
| Letter from the Board 3 |
|
| Appendix I — Explanatory Statement on the Repurchase Mandate 12 |
|
| Notice of Annual General Meeting 15 |
— i —
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
In view of the ongoing Novel Coronavirus (COVID-19) epidemic, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:
-
(i) Compulsory body temperature checks will be conducted on every attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the Annual General Meeting venue.
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(ii) All attendees may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the Annual General Meeting; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions will be denied entry into the meeting venue. We will also report to relevant authorities for the breach of quarantine required.
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(iii) The Company requires attendees to wear surgical face masks inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats.
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(iv) No refreshments will be served.
To the extent permitted under law, the Company reserves the right to deny entry into the Annual General Meeting venue or require any person to leave the Annual General Meeting venue in order to ensure the safety of the attendees at the Annual General Meeting.
In the interest of all stakeholders’ health and safety and consistent with recent COVID-19 guidelines issued by the Government of Hong Kong (available at www.chp.gov.hk/en/ features/102742.html), the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.
— ii —
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 Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
— iii —
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:
-
“Annual General Meeting” the annual general meeting of the Company to be held at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 21 May 2021 at 10:00 a.m., or any adjournment thereof (or as the case may be)
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“associate” has the same meaning ascribed to it under the Listing Rules
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“Board” the board of Directors
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“Bye-laws” the bye-laws of the Company
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“Company”
Concord New Energy Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange
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“connected person(s)” has the same meaning ascribed to it under the Listing Rules
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“Directors” the directors of the Company
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“Final Dividend”
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HK$0.03 per Share, subject to the approval by the Shareholders at the Annual General Meeting
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“General Mandate”
-
a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution in relation thereof
-
“Group”
the Company and its subsidiaries
-
“HK$”
-
Hong Kong dollars, the lawful currency of Hong Kong
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“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China
— 1 —
DEFINITIONS
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“Latest Practicable Date” 9 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
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“Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Annual General Meeting
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“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time
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“Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company
-
“Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs “%” per cent.
— 2 —
LETTER FROM THE BOARD
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Concord New Energy Group Limited 協合新能源集團有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 182)
Executive Directors: Mr. Liu Shunxing (Chairman) Ms. Liu Jianhong (Vice Chairperson) Mr. Gui Kai (Chief Executive Officer) Mr. Niu Wenhui Mr. Zhai Feng Ms. Shang Jia
Non-executive Director:
Mr. Wang Feng
Independent non-executive Directors: Mr. Yap Fat Suan, Henry Dr. Jesse Zhixi Fang Ms. Huang Jian Mr. Zhang Zhong
Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda
Head office and principal place of business in Hong Kong: Suite 3901, 39th Floor Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong
14 April 2021
To the Shareholders
Dear Sir or Madam,
GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES AND TO REPURCHASE SHARES RE-ELECTION OF DIRECTORS DECLARATION OF FINAL DIvIDEND AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the Annual General Meeting to enable you to make decisions on whether to vote for or against those resolutions.
- for identification purpose only
— 3 —
LETTER FROM THE BOARD
At the Annual General Meeting, resolutions, amongst others, will be proposed for the Shareholders to approve (i) the General Mandate; (ii) the Repurchase Mandate and (iii) the re-election of the Directors and (iv) the declaration of final dividend.
GENERAL MANDATE TO ISSUE NEW SHARES
The Directors consider that it is in the best interests of the Company and its Shareholders to grant the General Mandate to the Directors to enhance the flexibility of any possible fund raising or acquisition. At the Annual General Meeting, an ordinary resolution will be proposed to approve the General Mandate for the Directors to allot, issue and otherwise deal with new Shares not exceeding in aggregate 20% of the nominal amount of the share capital of the Company in issue at the date of passing such resolution. As at the Latest Practicable Date, the number of shares in issue were 8,366,854,965. Assuming no further shares will be issued before the date of the Annual General Meeting, the Directors would be granted a General Mandate to issue up to 1,673,370,993 Shares.
The General Mandate, if granted, will continue in force until (a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; or (b) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.
REPURCHASE MANDATE
At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to grant to the Directors to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Annual General Meeting. Assuming no further shares will be issued before the date of the Annual General Meeting, the Directors would be granted a Repurchase Mandate to repurchase up to 836,685,496 Shares.
If the resolution for the Repurchase Mandate is passed at the Annual General Meeting, the Repurchase Mandate would continue in force until (a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; or (b) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.
An explanatory statement to provide the Shareholders with all the information reasonably necessary for them to make an informed decision in relation to the proposed resolution as required by the Listing Rules on the Stock Exchange concerning the regulation of purchase by companies of their own shares on the Stock Exchange is set out in the Appendix I to this circular.
— 4 —
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
Pursuant to the Bye-law 99, Mr. Gui Kai, Mr. Yap Fat Suan, Henry, Ms. Huang Jian and Mr. Zhang Zhong, and pursuant to the Bye-law 102(B), Ms. Shang Jia shall retire and, being eligible, have offered themselves for re-election at the Annual General Meeting. Each of Mr. Yap Fat Suan, Henry and Ms Huang Jian had served the Company as an independent non-executive Director for more than nine years and pursuant to Corporate Governance Code under Appendix 14 to the Listing Rules, their further appointment as independent non-executive Director should be subject to a separate resolution to be approved by the Shareholder. Nonetheless, the Company believes that both Mr. Yap Fat Suan, Henry and Ms Huang Jian can independently express opinions on the affairs and contribute to the growth of the Group for the reason that each of Mr. Yap Fat Suan, Henry and Ms Huang Jian continuously meeting the independence guidelines set out in Rule 3.13 of the Listing Rules and has not involved in any daily operation and management of the Group.
Mr. Gui Kai , aged 62, joined the Group in 2015. He has become an Executive Director of the Company since June 2016 and the Chief Executive Officer (“the CEO ”) of the Company since August 2020. He is also a director of subsidiaries of the Group. He holds a Master Degree of China University of Mining & Technology. He had served as General Manager of Shenhua Trading Group and Shenhua Science and Technology Development Co., Limited.
Save as disclosed above, Mr. Gui did not have any directorship in other listed public companies in the past three years.
As at the Latest Practicable Date, Mr. Gui has 11,600,000 Shares within the meaning of Part XV of the SFO.
Mr. Gui does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.
Mr. Gui has not entered into any service contract with the Company and is not appointed for a specific term but will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Mr. Gui’s remuneration is determined by reference to this duties and responsibilities with Company and the prevailing market condition and will be subject to review by the remuneration committee of the Company and the Board from time to time. Mr. Gui is entitled to receive an annual salary of RMB2,000,000.
— 5 —
LETTER FROM THE BOARD
Save as disclosed above, there is no other matter relating to the re-election of Mr. Gui that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Mr. Yap Fat Suan, Henry , aged 75, has been an independent non-executive director of the Company since 2006. He is the chairman of the audit committee and a member of the nomination committee and the remuneration committee of the Company. He holds a master degree in Business Administration from the University of Strathclyde, Glasgow, in the United Kingdom. He is a fellow member of the Institute of Chartered Accountants in England and Wales and an associate member of the Hong Kong Institute of Certified Public Accountants. Mr. Yap is also an independent non-executive director of Frontier Services Group Limited, which is listed on the Hong Kong Stock Exchange, and Brockman Mining Limited, which is listed on the Hong Kong Stock Exchange and the Australian Securities Exchange.
Save as disclosed above, Mr. Yap did not have any directorship in other listed public companies in the past three years.
As at the Latest Practicable Date, Mr. Yap has 2,000,000 Shares within the meaning of Part XV of the SFO.
Mr. Yap does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.
Mr. Yap has entered into a letter of appointment with the Company for a term of three years and will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Mr. Yap’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and is subject to review by the remuneration committee of the Company and the Board from time to time. Mr. Yap is entitled to receive a monthly remuneration of HK$18,000.
Save as disclosed above, there is no other matter relating to the re-election of Mr. Yap that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
— 6 —
LETTER FROM THE BOARD
Ms. Huang Jian , aged 52, joined the Group in December 2012 as an independent nonexecutive Director. She is a member of the audit committee, the nomination committee and the environmental, social and governance committee of the Company. Ms. Huang holds a Master degree from the Central University of Finance and Economics of the PRC. She is also a certified public accountant in the PRC. Ms. Huang has over 20 years of professional experience in accounting, auditing and taxation. Ms. Huang is the partner of ShineWing Certified Public Accountants and an independent non-executive director of Beijing Dalong Weiye Real Estate Development Co., Ltd. (600159.ss).
Save as disclosed above, Ms. Huang did not have any directorship in other listed public companies in the past three years.
As at the Latest Practicable Date, Ms. Huang has 1,800,000 Shares within the meaning of the Part XV of the SFO.
Ms. Huang does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.
Ms. Huang has entered into a letter of appointment with the Company for a term of three years and will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Ms. Huang’s remuneration is determined by reference to her duties and responsibilities with the Company and the prevailing market condition and is subject to review by the remuneration committee of the Company and the Board from time to time. Ms. Huang is entitled to receive a monthly remuneration of HK$18,000.
Save as disclosed above, there is no other matter relating to the re-election of Ms. Huang that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
— 7 —
LETTER FROM THE BOARD
Mr. Zhang Zhong , aged 51, joined the Group as an independent non-executive director of the Company since June 2018. He is the chairman of the remuneration committee and a member of the audit committee and the nomination committee of the Company. Mr. Zhang received a Master of Laws degree from Renmin University of China and is currently a partner of Zhong Lun Law Firm and a member of the Listing Committee of the Science and Technology Innovation Board.
Save as disclosed above, Mr. Zhang did not have any directorship in other listed public companies in the past three years.
As at the Latest Practicable Date, Mr. Zhang has 1,800,000 Shares within the meaning of the Part XV of the SFO.
Mr. Zhang does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.
Mr. Zhang has entered into a letter of appointment with the Company for a term of three years and will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Mr. Zhang’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and is subject to review by the remuneration committee of the Company and the Board from time to time. Mr. Zhang is entitled to receive a monthly remuneration of HK$18,000.
Save as disclosed above, there is no other matter relating to the re-election of Mr. Zhang that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
— 8 —
LETTER FROM THE BOARD
Ms. Shang Jia , aged 58, joined the Group in March 2011 and became an executive Director on 7 April 2021, is currently the vice president of the Company and also a director of various subsidiaries of the Group. Ms. Shang holds a Bachelor’s Degree in Zhongnan University of Economics and Law. She had served for State Electricity Regulatory Commission.
Save as disclosed above, Ms. Shang did not have any directorship in other listed public companies in the past three years.
As at the Latest Practicable Date, Ms. Shang has 4,000,000 Shares within the meaning of Part XV of the SFO.
Ms. Shang does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.
Ms. Shang has not entered into any director service contract with the Company and is not appointed for a specific term but will be subject to retirement by rotation and reelection at annual general meeting of the Company in accordance with the Bye-laws. Ms. Shang’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and will be subject to review by the remuneration committee of the Company and the Board from time to time. Ms. Shang is entitled to receive a monthly salary of RMB100,000.
Save as disclosed above, there is no other matter relating to the re-election of Ms. Shang that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
— 9 —
LETTER FROM THE BOARD
FINAL DIvIDEND
The Board has recommended the payment of a final dividend of HK$0.03 per Share for the year ended 31 December 2020 (“ Final Dividend ”) to Shareholders whose names appear on the register of members of the Company on Monday, 31 May 2021. The proposed Final Dividend is subject to approval by the Shareholders at the Annual General Meeting and a resolution will be proposed to the Shareholders for voting at the Annual General Meeting. If the resolution for the proposed Final Dividend is passed at the Annual General Meeting, the proposed Final Dividend will be paid on or about Tuesday, 22 June 2021.
CLOSURE OF REGISTER OF MEMBERS
The Register of Members will be closed from Monday, 17 May 2021 to Friday, 21 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to determine members who are entitled to attend and vote at the AGM, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by not later than 4:30 p.m. on Friday, 14 May 2021.
In addition, the Register of Members will also be closed from Thursday, 27 May 2021 to Monday, 31 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to determine members who are entitled to qualify for the proposed final dividend, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by not later than 4:30 p.m. on Wednesday, 26 May 2021.
RECOMMENDATIONS
Under the Listing Rules, all resolutions at the Annual General Meeting are required to be voted by poll. Accordingly, the Chairman of the Annual General Meeting will demand a poll vote for all the resolutions set out in the Notice of Annual General Meeting.
The Directors consider that all the proposed resolutions at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote for all the resolutions, including the resolutions relating (i) the General Mandate; (ii) the Repurchase Mandate and (iii) the reelection of the Directors and (iv) the declaration of final dividend at the Annual General Meeting.
— 10 —
LETTER FROM THE BOARD
A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not less than 48 hours (i.e. not later than 10:00 a.m. on Wednesday, 19 May 2021) before the time appointed for holding the Annual General Meeting. 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 adjourned meeting thereof should you so wish.
Yours faithfully, For and on behalf of the Board
Liu Shunxing
Chairman
— 11 —
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
APPENDIX I
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide information to Shareholders regarding the Repurchase Mandate as referred to in the section headed “Repurchase Mandate” on page 4 of this circular.
SHARE CAPITAL
The shares proposed to be repurchased by a company must be fully paid-up. A maximum of 10% of the existing issued share capital as at the date of passing the relevant resolution may be repurchased on the Stock Exchange.
It is proposed that up to 10% of the Shares in issue at the date of passing the resolution to approve the Repurchase Mandate may be repurchased. As at the Latest Practicable Date, the number of share in issue was 8,366,854,965 Shares. On the basis of such number (assuming no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing such resolution), the Directors would be authorised to repurchase a maximum of 836,685,496 Shares.
REASONS FOR REPURCHASES
The Directors believe that the ability to repurchase shares is in the best interests of the Company and the Shareholders. Repurchases of shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share. The Directors are seeking the approval for the grant of the Repurchase Mandate to repurchase shares to give the Company the flexibility to do so if and when appropriate. The number(s) of shares to be repurchased, the price and other terms upon which the same are repurchased, and whether shares are to be repurchased on any occasion will be decided by the Directors at the relevant time having regard to the factors and circumstances then pertaining.
FUNDING OF REPURCHASE
It is envisaged that the funds required for any repurchase would be derived from the capital paid up on the shares being repurchased or from the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purposes of the repurchase, and in the case of any premium payable on such repurchase, funds of the Company which would otherwise be available for dividend or distribution or from the Company’s share premium account before the repurchase, being funds legally available for this purpose in accordance with the memorandum of association of the Company and the Bye-laws and the Companies Act 1981 of Bermuda.
— 12 —
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
APPENDIX I
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts for the year ended 31 December 2020 contained in the 2020 annual report) if the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
PRICES OF THE SHARES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the twelve months preceding the Latest Practicable Date were as follows:
| Highest | Lowest | |
|---|---|---|
| HK$ | HK$ | |
| 2020 | ||
| March | 0.315 | 0.235 |
| April | 0.295 | 0.260 |
| May | 0.295 | 0.260 |
| June | 0.350 | 0.265 |
| July | 0.375 | 0.310 |
| August | 0.405 | 0.345 |
| September | 0.365 | 0.325 |
| October | 0.455 | 0.350 |
| November | 0.490 | 0.405 |
| December | 0.500 | 0.425 |
| 2021 | ||
| January | 0.660 | 0.460 |
| February | 0.640 | 0.490 |
| March | 0.600 | 0.475 |
| April (up to the Latest Practicable Date) | 0.570 | 0.540 |
UNDERTAKING
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, presently intend to sell any shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by Shareholders and exercised.
— 13 —
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
APPENDIX I
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and the applicable law of Bermuda and the Bye-laws.
No other connected persons have notified the Company that they have a present intention to sell any shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders and exercised.
TAKEOvERS CODE
If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company will increase, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, Mr. Liu Shunxing (“ Mr. Liu ”) is interested and is deemed to be interested in an aggregate of approximately 22.38% of the issued share capital of the Company. In the event that the Directors exercise the power to repurchase Shares in full pursuant to the Repurchase Mandate, the percentage of holding in the Shares by Mr. Liu would be increased to approximately 24.87%. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in any takeover obligation of any party.
The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in the number of Shares held by the public falling below 25% of total number of Shares in issue.
Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate.
REPURCHASE OF SHARES
The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
— 14 —
NOTICE OF ANNUAL GENERAL MEETING
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Concord New Energy Group Limited 協合新能源集團有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 182)
NOTICE IS HEREBY GIvEN that the annual general meeting of Concord New Energy Group Limited (the “ Company ”) will be held at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 21 May 2021 at 10:00 a.m. (the “ Annual General Meeting ”) for the following purposes:
AS ORDINARY BUSINESS
-
To receive and adopt the audited financial statements and reports of the directors and the independent auditor of the Company for the year ended 31 December 2020.
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To re-elect the retiring directors and to authorize the board of directors of the Company to fix the directors’ remuneration.
-
To declare a final dividend of HK$0.03 per share of the Company for the year ended 31 December 2020.
-
To re-appoint KPMG as independent auditor and to authorise the board of directors of the Company to fix their remuneration.
* for identification purpose only
— 15 —
NOTICE OF ANNUAL GENERAL MEETING
AS SPECIAL BUSINESS
To consider and, if thought fit, pass with or without modifications, the following resolutions of the Company:
-
“ THAT :
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(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
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(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (a), otherwise than pursuant to (i) a Rights Issue, or (ii) the share option scheme of the Company approved by the Stock Exchange or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company, shall not exceed the aggregate of 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
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(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
- (i) the conclusion of the next annual general meeting of the Company;
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NOTICE OF ANNUAL GENERAL MEETING
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by law or bye-laws of the Company to be held; or
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(iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in a general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).”
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“ THAT :
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(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to repurchase shares in the capital of the Company on the Stock Exchange or on any other stock exchange on which securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, be and the same is hereby generally and unconditionally approved;
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(b) the aggregate number of shares to be purchased or agreed conditionally or unconditionally to be purchased by the directors of the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the issued share capital of the Company at the date of passing this resolution, and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
- (c) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or
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(iii) the date upon which the authority set out in this Resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.”
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“ THAT the aggregate number of shares in the capital of the Company which shall have been repurchased by the Company subsequent and pursuant to the passing of Ordinary Resolution 6 (up to a maximum of 10 per cent. of the issued shares at the date of passing Ordinary Resolution 6) shall be added to the aggregate number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Company pursuant to Ordinary Resolution 5 above.”
By order of the Board Chan Kam Kwan, Jason Company Secretary
Hong Kong, 14 April 2021
Notes:
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Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
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In order to be valid, the form of proxy in the prescribed form together with a power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s branch share registrars, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before (i.e. not later than 10:00 a.m. on Wednesday, 19 May 2021) the time fixed for holding of the meeting.
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As at the date hereof, the Board comprises Mr. Liu Shunxing (Chairman), Ms. Liu Jianhong (Vice Chairperson), Mr. Gui Kai (Chief Executive Officer), Mr. Niu Wenhui, Mr. Zhai Feng and Ms. Shang Jia (all of above are executive Directors), Mr. Wang Feng (who is a non-executive Directors) and Mr. Yap Fat Suan, Henry, Dr. Jesse Zhixi Fang, Ms. Huang Jian and Mr. Zhang Zhong (who are independent nonexecutive Directors).
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NOTICE OF ANNUAL GENERAL MEETING
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The principal and branch registers of members of the Company will be closed from Monday, 17 May 2021 to Friday, 21 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to determine members who are entitled to attend and vote at the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrars and transfer office, Tricor Tengis Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by not later than 4:30 p.m. on Friday, 14 May 2021.
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In addition, the principal and branch registers of members of the Company will also be closed from Thursday, 27 May 2021 to Monday, 31 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to determine members who are entitled to qualify for the proposed final dividend, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by no later than 4:30 p.m. on Wednesday, 26 May 2021.
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If tropical cyclone warning signal no. 8 or above, “extreme conditions” caused by super typhoons or a black rainstorm warning is in effect at any time after 7 a.m. on Friday, 21 May 2021, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.
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