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Concord New Energy Group Ltd. Proxy Solicitation & Information Statement 2025
35804_rns_2025-04-08_409b10b7-d0ee-4058-afa1-84ff8730cf27.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Cinda International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the licensed securities dealer, the bank manager or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
信達國際控股有限公司
CINDA INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock code: 111)
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES
AUTHORISATION TO THE DIRECTORS ON BORROWING AND
PROVISION OF GUARANTEE
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the "AGM") of Cinda International Holdings Limited to be held at 45th Floor, COSCO Tower, 183 Queen's Road Central, Hong Kong on 2 May 2025 (Friday) at 11:00 a.m., is set out on pages 19 to 23 of this circular.
A form of proxy for the AGM is enclosed with this circular. Whether you are able to attend the AGM or not, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. 11:00 a.m. on 30 April 2025 (Wednesday)) or any adjournment or postponement thereof to Cinda International Holdings Limited's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment or postponement thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.
9 April 2025
This circular is printed on environmentally friendly paper
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 4
- Re-election of retiring Directors 5
- Issue Mandate 6
- Buy-back Mandate 6
- Borrowing Mandate 7
- Voting by poll 8
- Recommendation 8
Appendix I – Biographies of the Retiring Directors Proposed to be Re-elected 9
Appendix II – Explanatory Statement for the Buy-back Mandate 15
Notice of Annual General Meeting 19
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Act" the Companies Act 1981 of Bermuda as amended from time to time;
"AGM" or "Annual General Meeting" the annual general meeting of the Company to be held at 45th Floor, COSCO Tower, 183 Queen's Road Central, Hong Kong on 2 May 2025 (Friday) at 11:00 a.m. or any adjournment of postponement thereof
"Board" the board of Directors
"Borrowing Mandate" an authorisation proposed to be granted to the Directors to exercise the power of the Company to raise or borrow any sum or sums of money for the Company or its wholly-owned subsidiaries and to provide financial assistance, such as guarantees, for the wholly-owned subsidiaries of the Company as set out in Ordinary Resolution no. 6
"Buy-back Mandate" a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to buy back Shares as set out in Ordinary Resolution no. 5B
"Bye-laws" the bye-laws of the Company (as may be amended from time to time)
"China" or "PRC" the People's Republic of China, which, for the purpose of this circular, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan
"China Cinda" China Cinda Asset Management Co., Ltd., a joint stock company incorporated in the PRC with limited liability, the H shares of which are listed on the Main Board of the Stock Exchange (stock code: 1359)
"Cinda Securities" Cinda Securities Co., Ltd., a company incorporated in the PRC with limited liability, the shares of which are listed on the Shanghai Stock Exchange (stock code: 601059), a 78.67% non wholly-owned subsidiary of China Cinda and an indirect controlling shareholder of the Company
"Cinda Securities (H.K.)" Cinda Securities (H.K.) Holdings Limited, a company incorporated in Hong Kong with limited liability, a wholly-owned subsidiary of Cinda Securities and a direct controlling shareholder of the Company
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DEFINITIONS
| “close associate(s)” | has the meaning ascribed to it under the Listing Rules |
|---|---|
| “Company” | Cinda International Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 111) |
| “core connected person(s)” | has the meaning ascribed to it under the Listing Rules |
| “Director(s)” | the director(s) of the Company |
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Issue Mandate” | a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with additional Shares as set out in Ordinary Resolution no. 5A |
| “Latest Practicable Date” | 1 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time |
| “Ordinary Resolution(s)” | the proposed ordinary resolution(s) as referred to in the notice convening the AGM set out on pages 19 to 23 of this circular |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time |
| “Share(s)” | ordinary share(s) with par value of HK$0.10 each in the share capital of the Company |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
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DEFINITIONS
“Takeovers Code”
The Codes on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong as amended from time to time
“treasure share(s)”
has the meaning ascribed to it under the Listing Rules
“%”
per cent.
-
English names of the entities are transliteration of their Chinese names for reference only and shall not be regarded as their formal names.
-
3 -
LETTER FROM THE BOARD
信達國際投股有限公司
CINDA INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock code: 111)
Non-executive Director:
Mr. Zhang Yi (Chairman)
Executive Directors:
Mr. Zhang Xunyuan (Chief Executive Officer)
Ms. Yan Qizhong (Chief Financial Officer)
Independent Non-executive Directors:
Mr. Zheng Minggao
Ms. Hu Lielei
Mr. Zhao Guangming
Registered office:
Clarendon House
2 Church Street
Hamilton, HM 11
Bermuda
Head office and principal place
of business in Hong Kong:
45th Floor, COSCO Tower
183 Queen's Road Central
Hong Kong
9 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES
AUTHORISATION TO THE DIRECTORS ON BORROWING AND
PROVISION OF GUARANTEE
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you information on matters proposed to be dealt with at the AGM relating to, among other things, (i) re-election of retiring Directors; (ii) grant of Issue Mandate (including the extended Issue Mandate); (iii) grant of Buy-back Mandate; and (iv) grant of Borrowing Mandate.
LETTER FROM THE BOARD
This circular contains the explanatory statement required to be given to the Shareholders in compliance with the Listing Rules and to give all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM.
2. RE-ELECTION OF RETIRING DIRECTORS
According to Bye-law 83(2), Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, subject to authorisation by the members in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the members in general meeting. Any Director so appointed shall hold office until the next following annual general meeting of the Company and shall then be eligible for re-election.
Both Ms. Hu Lielei and Mr. Zhao Guangming have been appointed as independent non-executive Directors with effect from 27 July 2024. In accordance with Bye-law 83(2), Ms. Hu Lielei and Mr. Zhao Guangming shall hold their offices until the AGM and being eligible, offer themselves for re-election.
According to Bye-laws 84(1) and 84(2), at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
In accordance with Bye-laws 84(1) and 84(2), Mr. Zhang Yi and Mr. Zhang Xunyuan shall retire from office by rotation at the AGM and being eligible, offer themselves for re-election.
In compliance with the requirement of code provision F.2.1 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, a separate resolution will be proposed at the AGM for the re-election of each individual retiring Director.
Biographies of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.
LETTER FROM THE BOARD
3. ISSUE MANDATE
At the AGM, an ordinary resolution will be proposed to grant the Directors a general and unconditional mandate to exercise the power of the Company to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares) up to a maximum of 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of the passing of such resolution. As at the Latest Practicable Date, a total of 641,205,600 Shares were in issue. Subject to the passing of the proposed resolution and on the basis that no further Shares are issued or bought back prior to the AGM, a maximum of 128,241,120 Shares, representing 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of the AGM, shall be issuable under the Issue Mandate. In addition, if the resolution for the granting of the Buy-back Mandate is passed, a resolution will be proposed to extend the Issue Mandate authorising the Directors to allot, issue and deal with additional Shares including the total number of such Shares bought back under the Buy-back Mandate.
The Issue Mandate will lapse on the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Bye-laws or any applicable laws of Bermuda; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.
4. BUY-BACK MANDATE
At the AGM, an ordinary resolution will also be proposed to grant the Directors a general and unconditional mandate to exercise the power of the Company to buy back Shares up to 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of the passing of such resolution. Such Buy-back Mandate will lapse subject to the criteria set out in Ordinary Resolution no. 5B. The authority is restricted to buy-backs made on the Stock Exchange and otherwise in accordance with the Listing Rules.
An explanatory statement in connection with the Buy-back Mandate is set out in Appendix II to this circular.
LETTER FROM THE BOARD
5. BORROWING MANDATE
According to Bye-law 61A(b), the Company may not, without Shareholders' approval, transact or take any business or action including borrowing or provision of guarantee in any single transaction with a value representing 10% or more of the consolidated net asset value of the Company as shown in the latest published financial statements of the Company.
Given the capital requirements for the on-going daily operations of the Group and the anticipated growth for its businesses, the Directors expect that funding transactions would be required from time to time in the ordinary and usual course of business of the Group. As disclosed in the 2024 annual report of the Company, the audited consolidated net asset value of the Group as at 31 December 2024 was HK$935.80 million. In the absence of the Borrowing Mandate, the Company would need to seek shareholders' approval every time it proposes to enter into a funding transaction under Bye-law 61A(b) with an amount that is equal to or more than HK$93.58 million (based on the audited consolidated net asset value of the Group as at 31 December 2024).
To increase flexibility and enhance operational efficiencies, an ordinary resolution will be proposed at the AGM to grant the Directors an authorisation to exercise the power of the Company to raise or borrow any sum or sums of money for the Company or its wholly-owned subsidiaries and to provide financial assistance, such as guarantees, for the wholly-owned subsidiaries of the Company, in each case, in any single transaction with a value equal to or exceeding 10% but not exceeding 50% of the consolidated net asset value of the Group as shown in the latest published financial statements of the Company.
All funding transactions to be carried out under the Borrowing Mandate will be on normal commercial terms and, in any event, in accordance with any additional requirements under any applicable laws, rules and regulations (for example, if it constitutes a connected transaction under Chapter 14A of the Listing Rules). The Group would only enter into such fund transactions in circumstances whereby the Directors consider them to be in the interests of the Company and the Shareholders as a whole. To safeguard the interest of the Shareholders, the Borrowing Mandate is subject to limitations in terms of transaction value and time. Any single funding transaction that exceeds 50% of the consolidated net asset value of the Group (which is HK$467.90 million based on the audited consolidated net asset value of the Group as at 31 December 2024) will not be covered by the Borrowing Mandate and therefore require separate shareholder's approval. Further, such Borrowing Mandate will lapse subject to the criteria set out in Ordinary Resolution no. 6.
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LETTER FROM THE BOARD
6. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all the resolutions to be proposed at the AGM will be taken by way of poll. The results of the vote by poll will be published on the websites of the Stock Exchange and the Company as soon as reasonably practicable after the AGM.
7. RECOMMENDATION
The Directors consider that the proposed re-election of the retiring Directors, the granting of the Issue Mandate (including the extended Issue Mandate), the Buy-back Mandate and the Borrowing Mandate are each in the interests of the Company and the Shareholders as a whole and so recommend you to vote in favour of all the Ordinary Resolutions to be proposed at the AGM.
Yours faithfully,
For and on behalf of the Board
Cinda International Holdings Limited
Zhang Xunyuan
Executive Director and Chief Executive Officer
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APPENDIX I
BIOGRAPHIES OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
This appendix sets out the brief biography of the retiring Directors proposed to be re-elected at the AGM.
Mr. Zhang Yi ("Mr. Y.Zhang"), aged 46, is the chairman ("Chairman") of the Board, a non-executive Director and the chairman of the nomination committee of the Company ("Nomination Committee"). He has been appointed as a Director since 31 March 2020. He initially acted as a non-executive Director and subsequently re-designated to an executive Director and appointed as the chief executive officer ("Chief Executive Officer") of the Company on 26 April 2021, re-designated to the Chairman and appointed as the chairman of the Nomination Committee on 13 March 2023, and re-designated to a non-executive Director on 28 August 2024. He is currently a deputy general manager, the chief financial officer and the board secretary of Cinda Securities, the chairman and a director of Cinda Securities (H.K.) and a director of Cinda Futures Co., Limited* (a wholly-owned subsidiary of Cinda Securities). He was appointed as the chairman of Cinda Futures Co., Limited on 7 September 2024 and ceased as the general manager of financial markets department of Cinda Securities on 24 September 2024.
Mr. Y.Zhang graduated from Tsinghua University with a Bachelor degree in International Accounting Management in July 2001. He had worked for China International Capital Corporation Limited, Sinodata Co., Ltd., and Shanghai Baichuan Jinzhi Intelligent Technology Co., Ltd.. He has joined Cinda Securities since September 2019, being the general manager of planning and funding department from September 2019 to August 2020; the general manager of each of the planning and funding department and the financial accounting department from August 2020 to November 2020; and the general manager of finance planning department from November 2020 to March 2023. He was a director of Xin Feng Investment Management Co., Limited, a wholly-owned subsidiary of Cinda Securities, from December 2019 to March 2023, and also an executive director and general manager of Cinda Innovation Investment Co., Ltd., a wholly-owned subsidiary of Cinda Securities, from August 2022 to February 2023.
Save as disclosed above, Mr. Y.Zhang neither holds any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or other major appointments and professional qualification, nor does he hold any other position with the Company and other members of the Group.
Mr. Y.Zhang has entered into a letter of appointment with the Company with a term of three years commenced from 28 August 2024 following his re-designation. Pursuant to the Bye-laws, Mr. Y.Zhang is subject to retirement by rotation and re-election at the annual general meeting of the Company from time to time. Mr. Y.Zhang will not receive any director's fee and/or remuneration pursuant to his letter of appointment.
As at the Latest Practicable Date, Mr. Y.Zhang does not have, or is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, he does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
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APPENDIX I
BIOGRAPHIES OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
There is no other information or matters relating to Mr. Y.Zhang's re-election that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules or to be brought to the attention of the Shareholders.
Mr. Zhang Xunyuan (“Mr. XY.Zhang”), aged 43, is an executive Director and the Chief Executive Officer. He was appointed as an executive Director, the Chief Executive Officer and a director of certain subsidiaries of the Company on 13 March 2023. He is currently a director of Cinda Securities (H.K.).
Mr. XY.Zhang graduated from Beijing Institute of Technology with a Bachelor degree in Engineering in June 2004, he received his Master degree in Economics from Southwestern University of Finance and Economics, China in March 2009, and received his Doctorate degree in Economics from the same university in June 2013 respectively. He has extensive practical experience in the securities industry. He had worked for Zhongshan Securities Co., Ltd, Guangzhou GZHS Market Research Company Limited (“GZHS”, formerly known as Guangzhou GZHS Securities Investment Consulting Limited and Guangzhou GZHS Securities Research Institute Limited) and its controlling shareholder Guangzhou Securities Company Limited* (“GZ Securities”, renamed as CITIC Securities South China Company Limited after being acquired by CITIC Securities Company Limited in 2020). He joined Cinda Securities since December 2019 and successively served as the general manager of the innovative financing department (formerly known as division IV of the investment banking) and the general manager of the securities brokerage division of Cinda Securities.
He was a director of GZHS from August 2015 up to its dissolution on 15 May 2023. GZHS is a joint venture securities investment advisory company established in the PRC on 25 May 2012 under the framework of the Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA) with the approval of the China Securities Regulatory Commission and jointly financed by GZ Securities and Hang Seng Securities Limited (“HS Securities”, a wholly-owned subsidiary of Hang Seng Bank in Hong Kong). In 2022, GZ Securities and HS Securities agreed to dissolve GZHS by way of voluntary liquidation. The directors of GZHS ceased to have all the powers from the date of establishment of the liquidation committee of GZHS on 1 September 2022. As the relevant liquidation procedures have been completed, GZHS obtained the Notice of Approval for Deregistration (穗南市監外銷字[2023] No. 10202305150352) issued by the Administrative Approval Bureau of Guangzhou Nansha Economic and Technological Development Zone* and was dissolved on 15 May 2023.
Save as disclosed above, Mr. XY.Zhang neither holds any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or other major appointments and professional qualification, nor does he hold any other position with the Company and other members of the Group.
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APPENDIX I
BIOGRAPHIES OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. XY.Zhang has entered into a service agreement with the Company with a term of three years commenced from 13 March 2023. Pursuant to the Bye-laws, Mr. XY.Zhang is subject to retirement by rotation and re-election at the annual general meeting of the Company from time to time. Mr. XY.Zhang will not receive any director’s fee and/or remuneration as an executive Director but is entitled to a salary of HK$62,500 per month and housing allowance of HK$40,000 per month for his position as the Chief Executive Officer, and an annual management bonus of a sum to be determined by the remuneration committee of the Company (“Remuneration Committee”) and the Board at its absolute discretion having regard to the operating results of the Group and his performance.
As at the Latest Practicable Date, Mr. XY.Zhang does not have, or is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, he does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
There is no other information or matters relating to Mr. XY.Zhang’s re-election that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules or to be brought to the attention of the Shareholders.
Ms. Hu Lielei (“Ms. Hu”), aged 49, was appointed as an independent non-executive Director since 27 July 2024, being the chairman of the audit committee of the Company and a member of the Remuneration Committee and the Nomination Committee. She is currently the director and president of SG Investment America and ICON Aircraft; a director and the legal representative of LSS LEASING (Shanghai) Co., Ltd.. Ms. Hu is also an independent director of Orient International Enterprise, Ltd. (the shares of which are listed on the Shanghai Stock Exchange, stock code: 600278). Ms. Hu graduated from Shanghai University of Finance and Economics majoring in accounting, with a Bachelor’s Degree in Management in July 2009. She then graduated from Fudan University with a Master’s Degree in Business Administration in June 2011. In March 2018, she graduated from The University of Chicago with a Master’s Degree in Business Administration. Ms. Hu has extensive practical experience in business management, especially in financial management. Ms. Hu served as the head of finance of the Universal Music (China) Representative Office from November 2005 to July 2007; she successively served as the head of the financial management department, the assistant president and chief financial officer, and the vice president and chief financial officer of Shenyang Brilliance JinBei Automobile Co., Ltd. from July 2007 to February 2012; she served as the vice president and chief financial officer of Liaoning Shenhua Holdings Co., Ltd. (formerly known as Shanghai Shenhua Holdings Co., Ltd., the shares of which are listed on the Shanghai Stock Exchange, stock code: 600653) from February 2012 to May 2017; she served as an independent director of Zhangjiakou Yuanshi Advanced Materials Co., Ltd. from November 2021 to November 2024. She is a member of the Association of Chartered Certified Accountants, a fellow member of the Association of International Certified Professional Accountants, a member of the Chartered Institute of Management Accountants, a member of CPA Australia, a senior accountant of the Shanghai Municipal Human Resources and Social Security Bureau, and a member of the Leaders in the Accounting Profession (全國會計領軍人才) programme under the Ministry of Finance of the PRC.
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APPENDIX I
BIOGRAPHIES OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed above, Ms. Hu neither holds any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or other major appointments and professional qualification, nor does she hold any other position with the Company and other members of the Group.
Ms. Hu has entered into a letter of appointment with the Company with a term of three years commenced from 27 July 2024. Pursuant to the Bye-laws, Ms. Hu is subject to retirement by rotation and re-election at the annual general meeting of the Company from time to time. Ms. Hu is entitled to receive a director’s fee of HK$240,000 per annum pursuant to her letter of appointment which was determined by the Board based on the recommendation of the Remuneration Committee and with reference to the duties and responsibilities undertaken by her.
As at the Latest Practicable Date, Ms. Hu does not have, or is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, she does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
As at the Latest Practicable Date, Ms. Hu has confirmed that (i) she meets the independence guidelines as set out in Rule 3.13 of the Listing Rules; (ii) there are no other factors that may affect her independence; and (iii) she does not have any past or present financial or other interest in the business of the Company or its subsidiaries, nor is she connected with any core connected persons of the Company. Having considered all of the above, the Board considers Ms. Hu to be independent.
There is no other information or matters relating to Ms. Hu’s re-election that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules or to be brought to the attention of the Shareholders.
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APPENDIX I
BIOGRAPHIES OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Zhao Guangming (“Mr. Zhao”), aged 49, was appointed as an independent non-executive Director since 27 July 2024, being a member of the audit committee of the Company, the Remuneration Committee and the Nomination Committee. He is currently a director and a partner of Edeal Cloud Technology Pte. Ltd.. He graduated from Renmin University of China with a Doctorate Degree in Economics in June 2008, and completed his post-doctoral research in Applied Economics at the post-doctoral workstation of China CITIC Financial Asset Management Co., Ltd. (formerly known as China Huarong Asset Management Corporation, the shares of which are listed on the Stock Exchange, stock code: 2799) and Peking University in November 2011. Mr. Zhao has extensive practical experience in economics and financial research. Mr. Zhao served as the chief executive officer of Beijing Founder Fubon Financing Asset Management Co., Ltd.* from August 2015 to February 2017; he served as the executive director and chief executive officer of AnAn International Limited (the shares of which are listed on the Singapore Stock Exchange, stock code: Y35, and together with its subsidiaries, collectively referred to as “AnAn Group”) from March 2017 and resigned as executive director and chief executive officer in September 2018 and October 2018, respectively; during such period, Mr. Zhao was delegated by AnAn Group to act as a non-executive director of EN+ GROUP IPJSC (“EN+ Group”, formerly known as EN+ Group Plc, the shares of which are listed on the London Stock Exchange, stock code: ENPL and the Moscow Stock Exchange, stock code: ENPG, respectively) after AnAn Group had become a shareholder of EN+ Group as strategic investor from December 2017 to April 2018; and he served as a director of Vision & Indepth Trust Pte. Ltd. (a company incorporated in Singapore, as its investment business is affected by COVID-19 pandemic previously, the company applied for and was struck off in November 2023) from November 2018 to November 2023.
In respect of the directorship held by Mr. Zhao in EN+ Group. In April 2018, the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury of the United States of America designated, amongst others, certain persons, together with certain companies which are controlled or deemed to be controlled by some of these persons, to be added to its Specially Designated Nationals and Blocked Persons List (“SDN List”), which included a Russian controller of EN+ Group (the “Controller”) and certain companies owned or controlled or deemed to be controlled by him (including but not limited to EN+ Group) (the “Sanction Event”). To be isolated from the impact of the Sanction Event, Mr. Zhao immediately resigned as a non-executive director of EN+ Group in the same month (i.e. April 2018) and subsequently resigned as the executive director and chief executive officer of AnAn Group in September 2018 and October 2018, respectively. EN+ Group was removed from the SDN List in January 2019.
Mr. Zhao has confirmed that the Sanction Event is only targeted at the Controller and his controlled companies and has no direct implications or impact on him. In addition, the Sanction Event did not cast doubt on, nor be indicative of any concern over, the character and integrity of Mr. Zhao and there was no evidence that the Sanction Event involved dishonesty, fraud or wilful deceit on the part of Mr. Zhao nor did the OFAC raise any concern on the character and integrity of Mr. Zhao in the Sanction Event.
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APPENDIX I
BIOGRAPHIES OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed above, Mr. Zhao neither holds any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or other major appointments and professional qualification, nor does he hold any other position with the Company and other members of the Group.
Mr. Zhao has entered into a letter of appointment with the Company with a term of three years commenced from 27 July 2024. Pursuant to the Bye-laws, Mr. Zhao is subject to retirement by rotation and re-election at the annual general meeting of the Company from time to time. Mr. Zhao is entitled to receive a director’s fee of HK$240,000 per annum pursuant to his letter of appointment which was determined by the Board based on the recommendation of the Remuneration Committee and with reference to the duties and responsibilities undertaken by him.
As at the Latest Practicable Date, Mr. Zhao does not have, or is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, he does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
As at the Latest Practicable Date, Mr. Zhao has confirmed that (i) he meets the independence guidelines as set out in Rule 3.13 of the Listing Rules; (ii) there are no other factors that may affect his independence; and (iii) he does not have any past or present financial or other interest in the business of the Company or its subsidiaries, nor is he connected with any core connected persons of the Company. Having considered all of the above, the Board considers Mr. Zhao to be independent.
There is no other information or matters relating to Mr. Zhao’s re-election that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules or to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
This appendix serves as an explanatory statement required under the Listing Rules to provide you with the information necessary for your consideration of the Buy-back Mandate.
1. SHARE CAPITAL
At the AGM, an ordinary resolution will be proposed to approve the Buy-back Mandate. Under the Buy-back Mandate, the maximum number of Shares that the Company may buy back shall not exceed 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of the passing of such resolution. As at the Latest Practicable Date, there were an aggregate of 641,205,600 Shares in issue (excluding treasury shares).
Exercise in full of the Buy-back Mandate, on the basis that no further Shares are issued or bought back prior to the AGM, would result in up to 64,120,560 Shares being bought back by the Company during the period ending on the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Bye-laws or any applicable laws of Bermuda; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.
2. REASON FOR BUY-BACKS
The Directors consider that the Buy-back Mandate will provide the Company with the flexibility to make such buy-backs as and when appropriate and is beneficial to the Company. Such buy-backs may enhance the Company's net asset value and/or earnings per Share. The Directors have no present intention to either cancel the buy-back shares following settlement of any such buy-back or hold them as treasury shares which is subject to the authorisation by the Bye-laws and in compliance with the applicable laws of Bermuda and the Listing Rules. Subject to the market conditions and the capital management needs of the Company at the relevant time such buy-backs made, the Directors would only make such buy-backs and decide the arrangement for such buy-back Shares (whether to cancel the buy-back Shares or hold them as treasury shares) in circumstances whereby they consider them to be in the interests of the Company and the Shareholders as a whole.
APPENDIX II
EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
Under the applicable laws of Bermuda, the buy-back shares hold as treasury shares shall be held in the Company's own name. For any treasury shares deposited temporarily with the Central Clearing and Settlement System ("CCASS") pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws, which including (i) in case of voting at general meetings, no voting instructions will be given to Hong Kong Securities Clearing Company Limited in respect of such treasury shares; and (ii) in case of dividends or distributions, such treasury shares will be withdrawn from CCASS and either re-register them in the Company's own name or cancel them, before the record date for the entitlements.
- FUNDING OF BUY-BACKS
Buy-back of the Shares will be funded entirely from the Company's available cash flow or working capital facilities, and will, in any event, be made out of funds legally available for the buy-back in accordance with the Bye-laws, the applicable laws of Bermuda and the Listing Rules. Under the Act, in the case the Shares bought back will be cancelled, the Company's issued share capital will be reduced by the nominal value of those Shares bought back accordingly. However, the aggregate amount of the Company's authorised share capital will not be reduced.
As compared with the financial position of the Company as at 31 December 2024 (being the date to which the latest audited consolidated financial statements of the Company have been made up), the Directors consider that there would not be material adverse impact on the working capital and on the gearing position of the Group in the event that the Buy-back Mandate were exercised in full at any time during the proposed mandate period. No buy-back would be made in circumstances that would have a material adverse impact on the working capital or gearing position of the Group.
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APPENDIX II
EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
4. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the preceding twelve months up to the Latest Practicable Date were as follows:
| Month | Price per Share | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 0.248 | 0.221 |
| May | 0.265 | 0.235 |
| June | 0.246 | 0.230 |
| July | 0.238 | 0.218 |
| August | 0.232 | 0.219 |
| September | 0.305 | 0.205 |
| October | 0.670 | 0.275 |
| November | 0.345 | 0.235 |
| December | 0.280 | 0.243 |
| 2025 | ||
| January | 0.260 | 0.240 |
| February | 0.305 | 0.241 |
| March | 0.330 | 0.265 |
| April (up to the Latest Practicable Date) | 0.290 | 0.280 |
5. GENERAL
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any close associates of the Directors has any present intention, in the event that the Buy-back Mandate is approved by the Shareholders, to sell any Shares to the Company.
No core connected person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make buy-backs of Shares. In accordance with the Listing Rules, the Company shall not knowingly buy back Shares from a core connected person on the Stock Exchange.
The Directors will exercise the Buy-back Mandate to make buy-backs in accordance with the Listing Rules, all applicable laws of Bermuda and the Bye-laws.
The Directors confirm that neither this explanatory statement nor the proposed Buy-back Mandate has any unusual features.
APPENDIX II
EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
6. EFFECT ON TAKEOVERS CODE
If a Shareholder’s proportionate interest in the voting rights of the Company increases on the exercise of the power to buy back Shares pursuant to the Buy-back Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as was known by the Directors and the chief executives of the Company, Cinda Securities (H.K.), the controlling shareholder of the Company, directly held 403,960,200 Shares, representing approximately 63.00% of the total number of issued Shares. Cinda Securities (H.K.) is a wholly-owned subsidiary of Cinda Securities which was a subsidiary of China Cinda. In the event that the Directors exercise in full the power to buy back Shares under the Buy-back Mandate, assuming the present shareholding remains the same and no further Shares are issued or bought back prior to the AGM, the shareholding of Cinda Securities (H.K.) and its associates would be increased to approximately 70.00% of the total number of issued Shares.
To the best knowledge of the Directors, such increase will not give rise and the Directors are not aware of any Shareholders, or a group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code as a consequence of any buy-backs pursuant to the Buy-back Mandate.
7. SHARE BUY-BACKS MADE BY THE COMPANY
In the six months preceding the Latest Practicable Date, no Shares have been bought back by the Company (whether on the Stock Exchange or otherwise).
NOTICE OF ANNUAL GENERAL MEETING
信達國際投股有限公司
CINDA INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock code: 111)
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Cinda International Holdings Limited (the “Company”) will be held at 45th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on 2 May 2025 (Friday) at 11:00 a.m. to, as ordinary business, consider and, if thought fit, pass with or without amendment, the following ordinary resolutions:
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To receive, consider and adopt the audited consolidated financial statements and the reports of the directors (the “Directors”) of the Company and of the independent auditor of the Company for the year ended 31 December 2024.
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To re-elect the retiring Directors:
(a) to re-elect Mr. Zhang Yi as a non-executive Director;
(b) to re-elect Mr. Zhang Xunyuan as an executive Director;
(c) to re-elect Ms. Hu Lielei as an independent non-executive Director; and
(d) to re-elect Mr. Zhao Guangming as an independent non-executive Director.
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To authorise the board of Directors (the “Board”) to fix the Directors’ remuneration.
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To re-appoint BDO Limited as the auditor of the Company and to authorise the Board to fix its remuneration.
As special business, consider and, if thought fit, pass with or without amendment, the following ordinary resolutions:
5A. “THAT:
(a) subject to paragraphs (b) and (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all powers of the Company to allot, issue and deal with additional shares (including any sale or transfer of treasury shares) in the capital of the Company and to make or grant offers, agreements and options and issue other securities convertible into shares which might require the exercise of such power be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) to make or grant offers, agreements and options and issue other securities convertible into shares which might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted, issued (whether pursuant to an option or otherwise) and deal with by the Director pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution); (ii) the exercise of any options granted under any option scheme or similar arrangements for the time being adopted by the Company and/or any of its subsidiaries; or (iii) any scrip dividend or similar arrangements providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company from time to time, shall not exceed 20 per cent. of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the bye-laws of the Company or any applicable laws of Bermuda; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting of the Company.
“Rights Issue” means an offer of shares open for a period fixed by the Directors 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 may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirement of any recognised regulatory body or any stock exchange in any territory applicable to the Company).
NOTICE OF ANNUAL GENERAL MEETING
5B. "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this resolution) of all powers of the Company to buy back issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited or any stock exchange on which the shares of the Company may be listed and recognised, subject to and in accordance with all applicable laws and requirements of the listing rules of The Stock Exchange of Hong Kong Limited or any other stock exchange as amended from time to time and the bye-laws of the Company, be and is hereby generally and unconditionally approved;
(b) the aggregate number of shares of the Company to be bought back or agreed conditionally or unconditionally to be bought back by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as defined in paragraph (c) of this resolution) shall not exceed 10 per cent. of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the bye-laws of the Company or any applicable laws of Bermuda; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting of the Company."
5C. "THAT conditional upon the passing of the ordinary resolutions nos. 5A and 5B in the notice of this meeting, the aggregate number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Company under the authority granted to the Directors as mentioned in the aforementioned resolution no. 5A be and is hereby extend by the addition thereof the aggregate number of issued shares of the Company bought back by the Company under the authority granted pursuant to resolution no. 5B as set out in the notice of this meeting."
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT:
(a) subject to any applicable laws, rules and regulations which require such matters to be separately approved by the shareholders of the Company, the Directors be and are hereby authorised for the purpose of 61A(b) of the bye-laws of the Company to enter into any transactions during the Relevant Period (as defined in paragraph (b) of this resolution) on behalf of the Company to raise or borrow any sum or sums of money for the Company or its wholly-owned subsidiaries and to provide financial assistance, such as guarantees, for the wholly-owned subsidiaries of the Company, in each case, in any single transaction with a value equal to or exceeding 10 per cent. but not exceeding 50 per cent. of the consolidated net asset value of the Company and its subsidiaries as shown in the latest published financial statements of the Company; and
(b) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the bye-laws of the Company or any applicable laws of Bermuda; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting of the Company."
By Order of the Board
Cinda International Holdings Limited
Zhang Xunyuan
Executive Director and Chief Executive Officer
9 April 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
A form of proxy for use at the AGM is enclosed herewith.
-
The record date for ascertaining the shareholders' entitlement to attend and vote at the AGM is on 25 April 2025 (Friday). In order to qualify for attending the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on 25 April 2025 (Friday).
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.
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A member entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more than one proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.
-
In order to be valid, the form of proxy must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time appointed for holding the AGM (i.e. 11:00 a.m. on 30 April 2025 (Wednesday)) or any adjournment or postponement thereof.
-
Completion and return of the form of proxy will not preclude members from attending and voting in person at the AGM or any adjournment or postponement thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
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