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China Energy Storage Technology Development Limited — Proxy Solicitation & Information Statement 2020
Feb 14, 2020
49722_rns_2020-02-14_0a74e7f7-3ffe-4da8-8afb-9955edbf99eb.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Link-Asia International Co. Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker 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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Link-Asia International Co. Ltd. 環 亞 國 際 實 業 有 限 公 司
(Incorporated in The Cayman Islands with limited liability)
(Stock code: 1143)
PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 10 March 2020 at 10:00 a.m. (Hong Kong time) is set out on pages 21 to 23 of this circular.
A form of proxy (the ‘‘Proxy Form’’) for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to office of the Hong Kong branch share registrar of the Company, 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 the holding of the EGM or any adjournment thereof. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so desire, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
17 February 2020
CONTENT
| Pages | |
|---|---|
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
1 |
| Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
| Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
| Proposed adoption of the New Share Option Scheme | |
| and termination of the Existing Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . |
5 |
| EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
7 |
| Voting at the EGM by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
8 |
| Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| Appendix — Summary of the principal terms of the New Share Option Scheme . . |
9 |
| Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
21 |
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:
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‘‘2010 Share Option Scheme’’ or the share option scheme adopted by the Company on 31 ‘‘Existing Share Option December 2010 Scheme’’
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‘‘Adoption Date’’ the date on which the New Share Option Scheme is to be conditionally adopted by an ordinary resolution of the Shareholders at the EGM
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‘‘Associate’’ has the meaning ascribed to it under the Listing Rules
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‘‘Board’’ the board of Directors
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‘‘Business Day’’ any day on which the Stock Exchange is open for the business of dealing in securities
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‘‘Chief Executive’’ has the meaning ascribed to it under the Listing Rules
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‘‘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
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‘‘Company’’ Link-Asia International Co. Ltd. (環亞國際實業有限公司), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange (Stock Code: 1143)
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‘‘Connected Person’’/ has the meaning ascribed to it under the Listing Rules
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‘‘Core Connected Person’’
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‘‘Director(s)’’ the director(s) of the Company
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‘‘EGM’’
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the extraordinary general meeting of the Company to be convened at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 10 March 2020 at 10:00 a.m. (Hong Kong time), to consider and, if thought fit, to approve the proposed adoption of the New Share Option Scheme and termination of the Existing Share Option Scheme
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‘‘Eligible Participant(s)’’ any eligible participants of the New Share Option Scheme as specified therein
‘‘Employee(s)’’ any employee or officer of any company in the Group who is employed by any company in the Group (whether full time or part time)
– 1 –
DEFINITIONS
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‘‘Grantee’’ any Eligible Participant who accepts the offer in accordance with the terms of the New Share Options Scheme, and where the context permits, any person who is entitled to any such Option in consequence of the death of the original Grantee (being an individual)
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‘‘Group’’ the Company and its subsidiaries
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‘‘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
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‘‘Latest Practicable Date’’ 11 February 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
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‘‘Listing Committee’’ has the meaning ascribed to it under the Listing Rules
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‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange
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‘‘New Share Option Scheme’’ the new share option scheme proposed to be adopted by the or ‘‘Scheme’’ Company at the EGM, a summary of the principal terms of which is set out in the Appendix to this circular
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‘‘Option(s)’’ or ‘‘Share right(s) to subscribe for Share(s) granted pursuant to the Option(s)’’ New Share Option Scheme
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‘‘PRC’’
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the People’s Republic of China, which for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
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‘‘Share(s)’’ ordinary share(s) of HK$0.001 each in the share capital of the Company
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‘‘Shareholder(s)’’ holder(s) of the Share(s)
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‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
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‘‘subsidiary(ies)’’ has the meaning ascribed to it under the Listing Rules
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‘‘Subscription Price’’ the price per Share at which a Grantee may subscribe for Shares upon the exercise of an Option pursuant to the terms and conditions of the New Share Option Scheme
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‘‘Substantial Shareholder(s)’’ has the meaning ascribed to it under the Listing Rules
– 2 –
DEFINITIONS
‘‘Takeovers Code’’
‘‘%’’
the Code on Takeovers and Mergers issued by the Securities and Futures Commission as amended from time to time
per cent
– 3 –
LETTER FROM THE BOARD
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Link-Asia International Co. Ltd. 環 亞 國 際 實 業 有 限 公 司
(Incorporated in The Cayman Islands with limited liability)
(Stock code: 1143)
Executive Directors: Mr. Lin Dailian (Chairman) Mr. Duan Chuanhong Mr. Xia Xiaobing
Independent Non-executive Directors: Mr. Bao Jinqiao Mr. Li Huiwu Mr. Wang Guozhen
Registered Office: Clifton House 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands
Head office and principal place of business in Hong Kong: 16/F, Three Exchange Square 8 Connaught Place Central Hong Kong
17 February 2020
To the Shareholders:
Dear Sir or Madam,
PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING
(1) INTRODUCTION
The purpose of this circular is to provide you with information on the proposed adoption of the New Share Option Scheme and the termination of the 2010 Share Option Scheme to be proposed at the EGM and to give you notice of the EGM. The purpose of this circular is to provide you with the notice of the EGM and the relevant information regarding the proposals to be put forward at the EGM, the proposed adoption of the New Share Option Scheme and the termination of the 2010 Share Option Scheme.
– 4 –
LETTER FROM THE BOARD
(2) PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME
The 2010 Share Option Scheme
The 2010 Share Option Scheme had a term of 10 years and will expire on 31 December 2020. As at the Latest Practicable Date, the Company has no option granted under the 2010 Share Option Scheme remained unexercised or outstanding. There is no other outstanding options, warrants and convertible securities to subscribe for the Shares as at the Latest Practicable Date.
Proposed adoption of the New Share Option Scheme
In view of the impending expiry of the 2010 Share Option Scheme and to enable the Company to grant Options to Eligible Participants as incentives or rewards for their contributions to the success of the Group, the Board proposes to recommend to the Shareholders at the EGM to terminate the 2010 Share Option Scheme and to approve and adopt the New Share Option Scheme. The New Share Option Scheme will become effective on the date of fulfilment of all the conditions precedent as referred to under the paragraph headed ‘‘Conditions precedent of the New Share Option Scheme’’ below.
As at the Latest Practicable Date, there were 5,945,311,400 Shares in issue. Assuming that there is no change in issued share capital of the Company between the period from the Latest Practicable Date up to the Adoption Date, the maximum number of Shares which may be issued pursuant to the New Share Option Scheme and any other option schemes (if any) will be 594,531,140 Shares, representing 10% of the total number of Shares in issue as at the Adoption Date.
None of the Directors is a trustee of the New Share Option Scheme or has a direct or indirect interest in the trustees of the New Share Option Scheme (if any). There is no trustee appointed for the purposes of the New Share Option Scheme.
It is proposed that subject to the approval of the Shareholders at the EGM of the adoption of the New Share Option Scheme and the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares which fall to be allotted and issued upon the exercise of the Options that may be granted under the New Share Option Scheme, the New Share Option Scheme will take effect.
Termination of the 2010 Share Option Scheme
Under the terms of the 2010 Share Option Scheme, the Company may at any time by resolution in general meeting terminate the operation of the 2010 Share Option Scheme. It is proposed that the 2010 Share Option Scheme is to be terminated upon the adoption of the New Share Option Scheme subject to the approval of the Shareholders. Upon termination of the 2010 Share Option Scheme, no further options may be granted thereunder.
– 5 –
LETTER FROM THE BOARD
Principal terms of the New Share Option Scheme
A summary of the principal terms of the New Share Option Scheme is set out in Appendix to this circular. The terms of the New Share Option Scheme are in line with the provisions of Chapter 17 of the Listing Rules, which governs the terms of the share option schemes of listed companies.
The Directors consider that the New Share Option Scheme, which will be valid for 10 years from the date on which the New Share Option Scheme becomes unconditional, will provide the Company with more flexibility in long term planning of granting Options to Eligible Participants in a longer period in the future. The New Share Option Scheme does not provide for any minimum period for holding of Options or any performance target before exercise of Options, but the Board may add such terms at the time of the grant of any Option, which can provide appropriate incentives or rewards to the Eligible Participants for their contribution to the Group. Under the New Share Option Scheme, the Board will have discretion in determining the Subscription Price (subject to the requirements under the Listing Rules) in respect of any Option. The Directors are of the view that the flexibility given to the Directors to determine the Subscription Price will place the Group in a better position to reward Employees and retain the Eligible Participants that are valuable to the long-term growth and development of the Group as a whole.
Value of the Options
The Directors consider that it is not appropriate to state the value of all Options which may be granted under the New Share Option Scheme as if they had been granted as at the Latest Practicable Date. The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date will not be meaningful to the Shareholders, taking into account the number of variables which are crucial for the calculation of the Option value which have not been determined. Such variables include but not limited to the exercise price, exercise period, any minimum holding period, any performance targets set and other relevant variables.
Conditions precedent of the New Share Option Scheme
The adoption of the New Share Option Scheme is conditional upon:
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(i) the passing of ordinary resolution(s) by the Shareholders at the EGM to, among others, (a) terminate the 2010 Share Option Scheme; (b) approve and adopt the New Share Option Scheme; (c) authorise the Board to grant Options under the New Share Option Scheme; and (d) authorise the Board to allot and issue Shares pursuant to the exercise of any Options that may be granted under the New Share Option Scheme; and
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(ii) the Listing Committee of Stock Exchange granting the approval for the listing of, and permission to deal in, the Shares falling to be allotted and issued by the Company pursuant to the exercise of the Options under the Scheme.
– 6 –
LETTER FROM THE BOARD
Once the New Share Option Scheme is adopted, any alterations to the terms and conditions thereof, which are of a material nature, must be approved by the Shareholders in general meeting, except where the alterations take effect automatically pursuant to the terms originally provided in the New Share Option Scheme.
Document available for inspection
A summary of the principal terms of the New Share Option Scheme is set out in the Appendix to this circular. A copy of the rules of the New Share Option Scheme is available for inspection at the Company’s principal place of business in Hong Kong at 16/F, Three Exchange Square, 8 Connaught Place, Central, Hong Kong during normal business hours from the date hereof up to the date of the EGM.
General information
Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of the Share Options granted under the New Share Option Scheme.
Upon the adoption of the New Share Option Scheme, the Company will disclose the required information in relation to the New Share Option Scheme in its subsequent annual report and interim report in accordance with the disclosure requirements under Rule 17.07 of the Listing Rules.
(3) EGM
A notice convening the EGM to be held at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 10 March 2020 at 10:00 a.m. (Hong Kong time) is set out on pages 21 to 23 of this circular. Ordinary resolution will be proposed at the EGM to approve, among other things, the proposed adoption of the New Share Option Scheme and termination of the 2010 Share Option Scheme.
The proxy form for use at the EGM is enclosed with this circular. Whether or not Shareholders are able to attend the EGM, they are requested to complete the Proxy Form in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the Proxy Form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings (as the case may be) should they so desire.
– 7 –
LETTER FROM THE BOARD
(4) VOTING AT THE EGM BY WAY OF POLL
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder had a material interest in the adoption of the New Share Option Scheme. As such, no Shareholder is required to abstain from voting on the resolutions in relation thereto at the EGM.
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. Therefore, the resolutions set out in the notice of the EGM will be required to be voted by way of poll.
(5) CLOSURE OF REGISTER OF MEMBERS
To ascertain the Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 5 March 2020 to Tuesday, 10 March 2020, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, 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, 4 March 2020.
(6) RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
(7) RECOMMENDATIONS
The Board considers the proposed adoption of the New Share Option Scheme and termination of the 2010 Share Option Scheme is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.
(8) FURTHER INFORMATION
Your attention is also drawn to the Appendix to this circular which contains a summary of the principal terms of the New Share Option Scheme.
By Order of the Board LINK-ASIA INTERNATIONAL CO. LTD. LIN DAILIAN
Chairman and executive Director
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
APPENDIX
The following is a summary of the principal rules of the New Share Option Scheme but does not form part of, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the New Share Option Scheme. The Directors reserve the right at any time prior to the EGM to make such amendments to the New Share Option Scheme as they may consider necessary or appropriate provided that such amendments do not conflict with any material aspects with the summary of this appendix.
1. PURPOSE OF THE NEW SHARE OPTION SCHEME
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(a) The New Share Option Scheme is a share incentive scheme and is established to recognise and acknowledge the contributions that Eligible Participants (as defined under paragraph (c) below) had made or may make to the Group.
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(b) The New Share Option Scheme will provide the Eligible Participants with an opportunity to acquire proprietary interests in the Company with the view to achieving the following principal objectives:
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(i) motivate the Eligible Participants to optimise their performance and efficiency for the benefit of the Group; and
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(ii) attract and retain or otherwise maintain ongoing business relationship with the Eligible Participants whose contributions are, will or expected to be beneficial to the Group.
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(c) For the purpose of the New Share Option Scheme, ‘‘Eligible Participants’’ means any person who satisfies the eligibility criteria in paragraph 2 below.
2. WHO MAY JOIN AND BASIS FOR DETERMINING ELIGIBILITY
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(a) The Board may at its discretion grant Options to: (i) any Director, Employee, consultant, professional, customer, supplier, agent, business or joint venture partner or adviser of or contractor to the Group or a company in which the Group holds an interest or a subsidiary of such company (the ‘‘Affiliate’’); or (ii) the trustee of any trust the beneficiary of which or any discretionary trust the discretionary objects of which include any Director, Employee, consultant, professional, customer, supplier, agent, business or joint venture partner or adviser of or contractor to the Group or an Affiliate; or (iii) a company beneficially owned by any Director, Employee, consultant, professional, customer, supplier, agent, business or joint venture partner, adviser of or contractor to the Group or an Affiliate.
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(b) In order for a person to satisfy the Board that he/she/it is qualified to be (or, where applicable, continues to qualify to be) an Eligible Participant, such person shall provide all such information as the Board may request for the purpose of assessing his/her/its eligibility (or continuing eligibility).
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
APPENDIX
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(c) Each grant of Options to a Connected Person of the Company or any of his/her/its Associate must be approved in accordance with the requirements of the Listing Rules.
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(d) Any person whom the Board has resolved to be qualified to become an Eligible Participant must remain eligible during the period when any Option granted to him remains outstanding. In assessing such Grantee’s continuing eligibility under the New Share Option Scheme, the requirements set out in sub-paragraph (a) above and the views, if any, of the independent non-executive Directors shall be given due and careful consideration by the Board.
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(e) Should the Board resolve that a Grantee fails/has failed or otherwise is/has been unable to meet the continuing eligibility criteria under the New Share Option Scheme as referred to sub-paragraph (d) above, the Company would be entitled to deem any outstanding Option or part thereof, granted to such Grantee and to the extent not already exercised, as lapsed.
3. GRANT OF OPTIONS
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(a) On and subject to the terms of the New Share Option Scheme, the Board shall be entitled at any time on a Business Day within 10 years commencing on the effective date of the New Share Option Scheme to offer the grant of an Option to any Eligible Participants as the Board may in its absolute discretion select in accordance with the eligibility criteria as set out in paragraph 2 above.
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(b) An offer shall be deemed to have been accepted and an Option to which the offer relates shall be deemed to have been granted and accepted and to have taken effect when the Company, within 21 days from the date on which an Option is offered to an Eligible Participant, receives the duly signed offer letter from the Grantee together with the number of Shares in respect of which the offer is accepted clearly stated therein and a non-refundable payment of HK$1.00 (or such other sum in any currency as the Board may determine) in favour of the Company as consideration for the grant thereof.
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(c) Subject to the provisions of the New Share Option Scheme, the Listing Rules and other applicable rules and regulations, the Board may, on a case by case basis and at its discretion when offering the grant of an Option, impose any conditions, restrictions or limitations in relation thereto additional to those expressly set forth in the New Share Option Scheme as it may think fit (which shall be stated in the letter containing the offer of the grant of the Option) including (without prejudice to the generality of the foregoing):
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(i) the continuing eligibility of the Grantee under the New Share Option Scheme, and in particular, where the Board resolves that the Grantee has failed or otherwise is or has been unable to meet the continuing eligibility criteria, the Option (to the extent it has not already been exercised) shall lapse;
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
APPENDIX
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(ii) the continuing compliance of any such terms and conditions that may be attached to the grant of the Option, failing which the Option (to the extent it has not already been exercised) will lapse unless otherwise resolved to the contrary by the Board;
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(iii) in the event that the Eligible Participant is a corporation (whether incorporated or unincorporated), that any material change of the management and/or shareholding of the Eligible Participant shall constitute a failure to meet the continuing eligibility criteria under the New Share Option Scheme;
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(iv) in the event that the Eligible Participant is a trust, that any change of the beneficiary of the Eligible Participant shall constitute a failure to meet the continuing eligibility criteria under the New Share Option Scheme;
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(v) in the event that the Eligible Participant is a discretionary trust, that any material change of the discretionary objects of the Eligible Participant shall constitute a failure to meet the continuing eligibility criteria under the New Share Option Scheme;
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(vi) conditions, restrictions or limitations relating to the achievement of operating or financial targets; and
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(vii) if applicable, the satisfactory performance of certain obligations by the Grantee.
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(d) Without prejudice to the generality of the foregoing and subject to the Listing Rules and paragraph 5, the Board may grant Options in respect of which the Subscription Price for the Shares under the New Share Option Scheme is fixed at different prices for different periods during the applicable Option period.
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(e) The Board shall not offer the grant of an Option to any Eligible Participants:
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(i) after an inside information has come to the Company’s knowledge and until such inside information has been announced pursuant to the relevant requirements of the Listing Rules; or
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(ii) within the period commencing one month immediately preceding the earlier of:
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(1) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and
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(2) the deadline for the Company to publish an announcement of its result for any year, half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),
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– 11 –
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
APPENDIX
and ending on the date of the results announcement. The period during which no Option may be granted will cover any period of delay in the publication of a results announcement.
4. GRANT OF OPTIONS TO CONNECTED PERSONS
Without prejudice to paragraph 3, any grant of Options to any Director, Chief Executive or Substantial Shareholder or any their respective Associates must be approved by all of the independent non-executive Directors excluding, for all purposes, any independent nonexecutive Director who is a proposed Grantee.
Where any grant of Options to a Substantial Shareholder or an independent non-executive Director or their respective Associates would result in the total number of the Shares issued and to be issued upon exercise of the Options granted and to be granted (including Options exercised, cancelled and outstanding) to such person in any 12-month period up to and including the date of the grant:
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(a) representing in aggregate over 0.1% of the Shares in issue; and
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(b) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million,
such further grant of Options must be approved by the Shareholders of the Company. A circular with the requisite information must be sent to the Shareholders prior to general meeting, disclosing, amongst others, details of the number and terms (including the exercise price) of the Share Options to be granted to each such Eligible Participant, a recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is a proposed grantee of such Share Options) and other information required under the Listing Rules. Such Grantee, his/her/its Associates and all Core Connected Persons must abstain from voting in favour at such general meeting. Any vote taken at the meeting to approve the grant of such Options must be taken on a poll in accordance with the Listing Rules.
5. SUBSCRIPTION PRICE OF SHARES
The Subscription Price for any Share under the New Share Option Scheme will be a price determined by the Board at its absolute discretion and notified to each Grantee and will be not less than the highest of (i) the closing price of a Share as stated in the Stock Exchange’s daily quotations sheet on the date of grant of the relevant Option, which must be a Business Day; (ii) an amount equivalent to the average closing price of the Share as stated in the Stock Exchange’s daily quotation sheets for the five Business Days immediately preceding the date of grant of the relevant Option; and (iii) the nominal value of a Share on the date of the grant. The Subscription Price shall also be subject to any adjustments made in a situation contemplated under paragraph 11.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
APPENDIX
6. MAXIMUM NUMBER OF SHARES
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(a) The maximum number of Shares in respect of which Options may be granted under the New Share Option Scheme and any other schemes involving the issue or grant of options or similar rights over Shares or other securities by the Company shall not, in aggregate, exceed 10 % of the Shares in issue as at the date of approval of the New Share Option Scheme (the ‘‘Scheme Mandate Limit’’) unless approved by the Shareholders pursuant to sub-paragraph (c) below. Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose of calculating the Scheme Mandate Limit.
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(b) The Scheme Mandate Limit may be renewed by the Shareholders of the Company in general meeting from time to time provided always that the Scheme Mandate Limit so renewed must not exceed 10% of the Shares in issue as at the date of approval of such renewal by Shareholders of the Company in general meeting. Upon such renewal, all Options granted under the New Share Option Scheme and any other share option schemes of the Company (including those exercised, outstanding, cancelled, lapsed in accordance with the terms of the New Share Option Scheme or any other share option schemes of the Company) prior to the approval of such renewal shall not be counted for the purpose of calculating the Scheme Mandate Limit as renewed. A circular must be sent to the Shareholders containing such relevant information from time to time as required by the Listing Rules in connection with the general meeting at which their approval is sought.
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(c) The Board may seek separate Shareholders’ approval in general meeting to grant Options beyond the Scheme Mandate Limit provided that the Options in excess of the Scheme Mandate Limit are granted only to the Eligible Participants specified by the Company before such approval is sought and the Company must issue a circular to the Shareholders containing such relevant information from time to time required by the Listing Rules in relation to any such proposed grant to such Eligible Participants.
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(d) The maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other schemes involving the issue or grant of options or similar rights over Shares or other securities by the Company must not, in aggregate, exceed 30% of the Shares in issue from time to time. Notwithstanding anything contrary to the terms of the New Share Option Scheme, no Options may be granted under any scheme of the Company (including the New Share Option Scheme) if this will result in the said 30% limit being exceeded.
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(e) No Option may be granted to any Eligible Participant which, if exercised in full, would result in the total number of Shares issued and to be issued upon exercise of the Options already granted or to be granted to such Eligible Participant under the New Share Option Scheme (including exercised, cancelled and outstanding share Options) in the 12-month period up to and including the date of such new grant
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
APPENDIX
exceeding 1% in aggregate of the Shares in issue as at the date of such grant. Any grant of further Options above this limit shall be subject to separate approval of the shareholders of the Company at general meeting, with such Eligible Participant and his/her/its close Associates (or his/her/its Associates if the Eligible Participant is a Connected Person) abstaining from voting. A circular with the requisite information must be sent to the Shareholders prior to such general meeting, disclosing, amongst others, the identity of such Eligible Participant and the number and terms of the Share Options granted and proposed to be granted and such information from time to time as required by the Listing Rules. The number and terms (including the exercise price) of Share Options to be granted to such Eligible Participant must be fixed before Shareholders’ approval and the date of board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the exercise price under note (1) to Rule 17.03(9) of the Listing Rules.
- (f) The maximum number of Shares referred to in this paragraph shall be adjusted, in such manner as the auditors of the Company or the independent financial adviser of the Company shall certify as fair and reasonable in accordance with paragraph 11.
7. TIME OF EXERCISE OF OPTION
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(a) Subject to certain restrictions contained in the New Share Option Scheme, an Option may be exercised in accordance with the terms of the New Share Option Scheme and the terms of grant thereof at any time during the applicable Option period, which is not more than 10 years from the date of grant of Option.
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(b) There is no general requirement on the minimum period for which an Option must be held or the performance targets which must be achieved before an Option can be exercised under the terms of the New Share Option Scheme. However, at the time of granting any Option, the Board may, on a case-by-case basis, make such grant subject to such conditions, restrictions or limitations including (without limitation) those in relation to the minimum period of the Options to be held and/or the performance targets to be achieved as the Board may determine in its absolute discretion.
8. RIGHTS ARE PERSONAL TO GRANTEE
An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any Option (where the Grantee is a company, any change of its major shareholder or any substantial change in its management as determined by the Board at its sole discretion will be deemed to be a sale or transfer of interest as aforesaid, if so determined by the Board at its sole discretion). Any breach of the foregoing by a Grantee shall entitle the Company to cancel, revoke or terminate any Option granted to such Grantee to the extent not already exercised.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
APPENDIX
9. RIGHTS ON CEASING TO BE AN ELIGIBLE PARTICIPANT
Where an Option was granted subject to certain continuing conditions, restrictions or limitations on the Grantee’s eligibility and the Board resolves that the Grantee has failed or otherwise is or has been unable to meet such continuing eligibility criteria, the Option (to the extent it has not already been exercised) shall lapse.
10. RIGHTS ON DEATH/CEASING EMPLOYMENT
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(a) If the Grantee (being an individual) dies before exercising the Option in full, his or her legal personal representative(s) may exercise the Option up to the Grantee’s entitlement (to the extent exercisable as at the date of his/her death and not exercised) within a period of 12 months following his/her death or such longer period as the Board may determine.
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(b) Subject to sub-paragraphs (c) and (d), in the event of the Grantee who is an Employee ceasing to be an Employee for any reason other than his/her death, disability or the termination of his/her employment on one or more of the grounds specified in paragraph 16(f), the Grantee may exercise the Option (to the extent exercisable as at the date of the relevant event and not exercised) within 30 days following such cessation.
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(c) If the Grantee is an Employee, Director, consultant, professional, agent, business or joint venture partner, advisor of or contractor to the Group or its Affiliate at the time of the grant of the relevant Option(s) and his/her employment or service to the Company is terminated on the ground of disability, the Grantee may exercise the Option (to the extent exercisable as at the date on which such Grantee ceases to be an Employee, director, consultant, professional, agent, business or joint venture partner, advisor of or contractor to the Group or its Affiliate and not exercised) within 6 months following such cessation or such longer period as the Board may determine.
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(d) If the Grantee is an Employee at the time of the grant of the relevant Option(s), in the event that such Grantee shall cease to be an Employee but becomes, or continues to be, a consultant, professional, customer, supplier, agent, business or joint venture partner or adviser of or contractor to the Group or an Affiliate, then the Option (to the extent exercisable as at the date on which such Grantee ceases to be an Employee and not exercised) shall be exercised within 3 months following the date of such cessation or such longer period as the Board may determine.
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(e) If the Grantee is an Employee at the time of the grant of the relevant Option(s), in the event that such Grantee shall cease to be an Employee but becomes, or continues to be, a Director of the Group or an Affiliate, then the Option(s) (to the extent exercisable as at the date on which such Grantee ceases to be an Employee and not exercised) granted prior to the date of his/her becoming a Director of the Group or
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
APPENDIX
its Affiliate shall remain exercisable until its expiry in accordance with the provisions of the New Share Option Scheme and the terms and conditions upon which such Option(s) is granted unless the Board shall determine to the contrary.
- (f) If the Grantee, who is a Director, consultant, professional, customer, supplier, agent, business or joint venture partner or adviser of or contractor to the Group or an Affiliate but not an Employee, ceasing to be a Director, consultant, customer, supplier, agent, business or joint venture partner or adviser of or contractor to the Group or an Affiliate (as the case may be) for any reason other than his/her death (in the case of a Grantee being an individual) or disability (in the case of a Grantee being a Director or consultant of the Group or its Affiliate), the Option (to the extent exercisable as at the date of such cessation and not exercised) shall be exercised within 30 days following the date of such cessation or such longer period as the Board may determine.
11. EFFECTS OF ALTERATIONS TO CAPITAL
In the event of capitalisation issue, rights issue, consolidation, sub-division, or reduction of the share capital of the Company, other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party, whilst any Option remains exercisable, corresponding alterations (if any) shall be made to (i) the number or nominal amount of Shares which are the subject of unexercised Options; (ii) the Subscription Price; (iii) the method of exercise of the Options; and/or (iv) the maximum number of Shares subject to the New Share Option Scheme. Any adjustments required under this paragraph must give a Grantee the same proportion of the equity capital as that to which that Grantee was previously entitled but no such adjustments may be made to the extent that Shares would be issued at less than nominal value. For the avoidance of doubt, the issue of securities as consideration in a transaction may not be regarded as a circumstance requiring adjustment. In respect of any such adjustments, other than any made on a capitalisation issue, the independent financial adviser of the Company or the auditors of the Company must confirm to the Directors in writing that the adjustments satisfy the requirements set out in this paragraph.
Any adjustment to be made to the Subscription Price of, and/or the number of Shares subject to, and any Options to be granted under, the New Share Option Scheme will comply with Chapter 17 of the Listing Rules and all guidance/interpretation of the Listing Rules issued by the Stock Exchange from time to time.
12. RIGHTS ON A TAKEOVER
If a general offer (whether by way of takeover offer or scheme of arrangement or otherwise in like manner) is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in concert with the offeror) and such offer becomes or is declared unconditional (within the meaning of the Takeovers Code), the Grantee shall be entitled to exercise the Option (to the extent exercisable
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
APPENDIX
as at the date on which the general offer becomes or is declared unconditional and not exercised) in full or in part at any time within one month after the date on which the offer becomes or is declared unconditional (within the meaning of the Takeovers Code).
13. RIGHTS ON A SCHEME OF ARRANGEMENT
In the event of a compromise or arrangement between the Company and its members or creditors being proposed in connection with a scheme for the reconstruction or amalgamation of the Company (other than any relocation schemes as contemplated in Rule 7.14(3) of the Listing Rules), the Company shall give notice thereof to all Grantees on the same date as it gives notice of the meeting to its members or creditors to consider such a scheme of arrangement, and thereupon the Grantee may, by notice in writing to the Company accompanied by the remittance for the total Subscription Price payable in respect of the exercise of the relevant Option (such notice to be received by the Company not later than two Business Days (excluding any period(s) of closure of the Company’s share registers) prior to the proposed meeting) exercise the Option (to the extent exercisable as at the date of the notice to the Grantee and not exercised) either in full or in part and the Company shall, as soon as possible and in any event no later than the Business Day (excluding any period(s) of closure of the Company’s share registers) immediately prior to the date of the proposed meeting, allot and issue such number of Shares to the Grantee which falls to be issued on such exercise credited as fully paid and registered the Grantee as holder thereof.
14. RIGHTS ON A VOLUNTARY WINDING UP
In the event notice is given by the Company to the Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind up the Company, the Company shall forthwith give notice thereof to the Grantee and the Grantee may, by notice in writing to the Company accompanied by the remittance for the total Subscription Price payable in respect of the exercise of the relevant Option (such notice to be received by the Company not later than two Business Days (excluding any period(s) of closure of the Company’s share registers) prior to the proposed meeting) exercise the Option (to the extent exercisable as at the date of the notice to the Grantee and not exercised) either in full or in part and the Company shall, as soon as possible and in any event no later than the Business Day (excluding any period(s) of closure of the Company’s share registers) immediately prior to the date of the proposed Shareholders’ meeting, allot and issue such number of Shares to the Grantee which falls to be issued on such exercise.
15. RIGHTS ATTACHING TO SHARES UPON EXERCISE OF AN OPTION
The Shares to be allotted upon the exercise of an Option shall be subject to all the provisions of the memorandum and articles of the Company for the time being in force as at the allotment date and shall rank pari passu in all respects with the existing fully paid Shares in issue on the allotment date and accordingly shall entitle the holder to participate in all dividends or other distributions paid or made after the allotment date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
APPENDIX
record date therefor shall be on or before the allotment date. Any Share allotted upon the exercise of an Option shall not carry voting rights until the name of the Grantee has been duly entered into the register of members of the Company as the holder thereof.
16. LAPSE OF OPTIONS
An Option (to the extent such Option has not already been exercised) shall lapse and not be exercisable on the earliest of:
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(a) the expiry of the Option period;
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(b) the expiry of the periods referred to in paragraph 10;
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(c) the date of commencement of the winding-up of the Company;
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(d) the date on which the proposed compromise or arrangement becomes effective in respect of the situation contemplated in paragraph 13;
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(e) the date of which the Grantee who is an Employee when an offer is made to him/her and he/she subsequently ceases to be an Employee by reason of the termination of his/her employment on any one or more on the grounds that he/she has been guilty of serious misconduct, or has been convicted of any criminal offence involving his/ her integrity or honesty or (if so determined by the Board) on any other ground on which an employer would be entitled to terminate his/her employment at common law or pursuant to any applicable laws or under the Grantee’s service contract with the Group. A resolution of the Board to the effect that the employment on any one or more of a Grantee has or has not been terminated on one or more of the grounds specified in this sub-paragraph shall be conclusive and binding on the Grantee;
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(f) the happening of any of the following events, unless otherwise waived by the Board:
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(i) any liquidator, provisional liquidator, receiver or any person carrying out any similar function has been appointed anywhere in the world in respect of the whole or any part of the asset or undertaking of the grantee (being a corporation);
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(ii) the Grantee (being a corporation) has ceased or suspended payment of its debts, become unable to pay its debts (within a meaning of section 178 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or any similar provisions under the Companies Law) or otherwise become insolvent;
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(iii) there is unsatisfied judgment, order or award outstanding against the Grantee or the Company has reason to believe that the Grantee is unable to pay or to have no reasonable prospect of being able to pay his/her/its debts;
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
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(iv) there are circumstances which entitle any person to take any action, appoint any person, commence proceedings or obtain any order of the type mentioned in sub-paragraphs (i), (ii) and (iii) above;
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(v) a bankruptcy order has been made against the grantee or any Director of the Grantee (being a corporation) in any jurisdiction; or
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(vi) a petition for bankruptcy has been presented against the Grantee or any Director of the Grantee (being a corporation) in any jurisdiction;
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(g) the date on which a situation as contemplated under paragraph 8 arises;
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(h) the date on which the Grantee commits a breach of any terms or conditions attached to the grant of the Option, unless otherwise resolved to the contrary by the Board; or
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(i) the date on which the Board resolves that the Grantee has failed or otherwise is or has been unable to meet the continuing eligibility criteria as may be prescribed pursuant to paragraph 9.
17. CANCELLATION OF OPTIONS GRANTED
The Board shall have the absolute discretion to cancel any Options granted at any time if the Grantee so agreed provided where an Option is cancelled and a new Option is proposed to be granted to the same Grantee, the issue of such new Option may only be made with available but unissued Shares in the authorised share capital of the Company, and available ungranted Options (excluding for this purpose all the cancelled Options) within the limits referred to in paragraph 6.
18. PERIOD OF THE NEW SHARE OPTION SCHEME
Options may be granted to Eligible Participants under the New Share Option Scheme during the period of 10 years commencing on the effective date of the Share Option Scheme.
19. ALTERATION TO NEW SHARE OPTION SCHEME AND TERMINATION
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(a) The New Share Option Scheme may be altered in any respect by a resolution of the Board except that those specific provisions relating to matters contained in Rule 17.03 of the Listing Rules (or any other relevant provisions of the Listing Rules from time to time applicable) which cannot be altered to the advantage of Grantees or prospective Grantees except with the prior approval of the Shareholders in general meeting.
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(b) Any alteration to the terms and conditions of the New Share Option Scheme which is of a material nature must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
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(c) The Company by resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but the provisions of the New Share Option Scheme shall remain in force in all other respects. In particular, all Share Options granted prior to such termination and yet to be exercised shall continue to be valid and exercisable in accordance with the terms of the New Share Option Scheme.
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(d) The amended terms of the New Share Option Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.
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(e) Any change to the authority of the Board in relation to any alteration to the terms of the New Share Option Scheme must first be approved by the Shareholders in general meeting.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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Link-Asia International Co. Ltd. 環 亞 國 際 實 業 有 限 公 司
(Incorporated in The Cayman Islands with limited liability)
(Stock code: 1143)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (the ‘‘EGM’’) of Link-Asia International Co. Limited (the ‘‘Company’’) will be held at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 10 March 2020 at 10:00 a.m. (Hong Kong time) to consider and, if thought fit, pass, the following resolutions as ordinary resolutions at the EGM for the following purposes:
ORDINARY RESOLUTIONS
‘‘THAT:
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(a) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the approval for the listing of, and the permission to deal in, the ordinary shares of HK$0.001 each in the share capital of the Company (or such nominal amount as shall result from a capitalisation issue, rights issue, sub-division, consolidation, re-classification, reconstruction or reduction of share capital of the Company from time to time) (the ‘‘Share(s)’’) to be issued pursuant to the exercise of the share options granted which may be granted under the new share option scheme (the ‘‘New Share Option Scheme’’), a copy of which is tabled at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for identification purpose, the New Share Option Scheme be and is hereby approved and adopted; and the directors of the Company be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme, including but without limitation:
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(i) to administer the New Share Option Scheme under which share options will be granted to the Eligible Participants (as defined in the New Share Option Scheme) eligible under the New Share Option Scheme to subscribe for Shares, including but not limited to determining and granting the share options in accordance with the terms of the New Share Option Scheme;
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(ii) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to the
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NOTICE OF EXTRAORDINARY GENERAL MEETING
modification and/or amendment and subject to Chapter 17 of the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’);
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(iii) to allot and issue from time to time such number of Shares in the share capital of the Company as may be required to be allotted and issued pursuant to the exercise of the share options under the New Share Option Scheme and subject to the Listing Rules;
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(iv) make application at appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued Shares may for the time being be listed, for listing of, and permission to deal in, any Shares which may hereafter from time to time be allotted and issued pursuant to the exercise of the share options under the New Share Option Scheme; and
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(v) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme; and
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(b) subject to and conditional upon the New Share Option Scheme becoming effective, the 2010 Share Option Scheme for the Company which was adopted by the Company pursuant to the written resolution passed by the shareholders of the Company held on 31 December 2010 be and is hereby terminated upon the New Share Option Scheme becoming effective.’’
By Order of the Board LINK-ASIA INTERNATIONAL CO. LTD. LIN DAILIAN Chairman and executive Director
Hong Kong, 17 February 2020
Notes:
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Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
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To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar of the Company, 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 EGM or any adjournment thereof.
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Completion and return of a form of proxy will not preclude members of the Company from attending and voting in person at the EGM or any adjournment thereof should they so wish and in such event, the form of proxy shall be deemed to be revoked.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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Where there are joint registered holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said person as present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
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The register of members of the Company will be closed from Thursday, 5 March 2020 to Tuesday, 10 March 2020, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, 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, 4 March 2020.
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If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 6:00 a.m. on the date of the EGM, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made.
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