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Hephaestus Holdings Limited Proxy Solicitation & Information Statement 2019
51310_rns_2019-06-18_9565fc8c-c7f1-4dfa-b2df-38dfdaa93d01.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 a stockbroker, a licensed securities dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Union Asia Enterprise Holdings Limited (the "Company"), you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale 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.
UNION ASIA ENTERPRISE HOLDINGS LTD
萬亞企業控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company ("AGM") to be held at Room 401, 4/F., Pico Tower, 66 Gloucester Road, Wanchai, Hong Kong on Tuesday, 30 July 2019 at 11:30 a.m., is set out on pages 16 to 20 of this circular. Whether or not you propose to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending in person and voting at the AGM or any adjournment thereof should you so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked.
This circular will remain on the GEM website at www.hkgem.com on the "Latest Company Announcements" page for at least seven days from the date of its posting and on the website of the Company www.unionasiahk.com.
19 June 2019
TABLE OF CONTENTS
Page
Characteristics of GEM ... ii
Definitions ... 1
Letter from the Board. ... 3
Appendix I – Biographical details of the Directors proposed for re-election ... 7
Appendix II – Explanatory statement for the Repurchase Mandate ... 13
Notice of AGM. ... 16
– i –
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
- ii -
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context requires otherwise:
"AGM"
the annual general meeting of the Company to be held at Room 401, 4/F., Pico Tower, 66 Gloucester Road, Wanchai, Hong Kong on Tuesday, 30 July 2019 at 11:30 a.m. or any adjournment thereof
"Annual Report"
the annual report of the Company for the financial year ended 31 March 2019
"Articles of Association"
the articles of association of the Company
"Board"
board of Directors
"Close associate"
shall have the meaning as defined in the GEM Listing Rules
"Company"
Union Asia Enterprise Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on GEM
"Director(s)"
director(s) of the Company
"Extension Mandate"
a general and unconditional mandate to be granted to the Directors as set out in resolution No. 4C of the Notice to allot, issue and otherwise deal with the Shares with a total number of Shares not exceeding the total number of Shares repurchased pursuant to the Repurchase Mandate
"GEM"
GEM of the Stock Exchange
"GEM Listing Rules"
Rules Governing the Listing of Securities on GEM
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate"
a general and unconditional mandate to be granted to the Directors as set out in resolution no. 4A of the Notice to allot, issue, and deal with Shares up to a maximum of 20% of the total number of the issued Shares as at the date of passing of the relevant resolution
- 1 -
DEFINITIONS
"Latest Practicable Date"
14 June 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
"Listing Committee"
has the meaning ascribed to it under the GEM Listing Rules
"Notice"
the notice convening the AGM as set out on pages 16 to 20 of this circular
"Repurchase Mandate"
a general and unconditional mandate to be granted to the Directors as set out in resolution no. 4B of the Notice to exercise all powers of the Company to repurchase on the Stock Exchange, or any other stock exchange on which the Shares of the Company may be listed, Shares up to a maximum of 10% of the total number of the issued Shares as at the date of passing of the relevant resolution
"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of HK$0.08 each in the capital of the Company
"Shareholder(s)"
holder(s) of the Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Subsidiary"
a subsidiary within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)
"Takeovers Code"
The Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission
"%"
per cent
This circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.
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LETTER FROM THE BOARD
UNION ASIA ENTERPRISE HOLDINGS LTD
萬亞企業控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
Executive Directors:
Ms. Yip Man Yi (Chairman)
Mr. Shiu Chi Tak, Titus
Ms. Hung Wai Man (appointed on 7 November 2018)
Independent Non-executive Directors:
Dr. Wan Ho Yuen, Terence
Mr. Li Kwok Chu
Mr. Lau Shu Yan
Registered office:
P. O. Box 309
Ugland House
Grand Cayman, KYI-1104
Cayman Islands
Head office and principal place of business in Hong Kong:
Unit A, 29/F.
CKK Commercial Centre
289–295 Hennessy Road
Wanchai
Hong Kong
19 June 2019
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide Shareholders with details regarding the proposed grant of general mandate to allot, issue and deal with Shares and to repurchase Shares and the proposed re-election of Directors to be dealt with at the AGM.
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
The general mandates to issue and repurchase Shares granted at the annual general meeting of the Company held on 13 July 2018 will lapse at the conclusion of the AGM. In this regard, ordinary resolutions nos. 4A, 4B and 4C set out in the Notice will be proposed at the AGM. With reference to the Repurchase Mandate, the Directors wish to state that they have no present intention to repurchase any Shares.
LETTER FROM THE BOARD
At the AGM, ordinary resolutions will be proposed to grant the general mandates (Issue Mandate, the Repurchase Mandate and the Extension Mandate collectively, the “Mandates”) to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding 683,039,552 Shares, representing 20% of the total number of Shares in issue as at the date of passing the resolution no. 4A as set out in the Notice (assuming no further Shares issued or repurchased from the Latest Practicable Date to the date of AGM); (ii) to repurchase Shares not exceeding 10% of the total number of the issued Shares as at the date of passing the resolution no. 4B as set out in the Notice; and (iii) to extend the general mandate granted pursuant to resolution no. 4A as set out in the Notice, to allot, issue and otherwise deal with the Shares with a total number of Shares not exceeding the total number of Shares repurchased pursuant to the Repurchase Mandate (as more particularly described in the resolution no. 4C in the Notice), during the period from the date of passing of the relevant resolutions up to (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (c) the revocation, variation or renewal of the Mandates by ordinary resolution(s) of the Shareholders in a general meeting, whichever occurs first.
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in Appendix II to this circular. The information in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.
RE-ELECTION OF DIRECTORS
The Board currently consists of six Directors, namely Ms. Yip Man Yi, Mr. Shiu Chi Tak, Titus, and Ms. Hung Wai Man being the executive Directors, and Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan, being the independent non-executive Directors.
Pursuant to Article 99 of the Articles of Association, any Director appointed to fill any casual vacancy or as an additional to the Board shall hold office until the next annual general meeting of the Company and that any Director who so retires shall not be taken into account in determining the number of Directors who are to retire at such meeting by rotation pursuant to Article 116 of the Articles of Association. As such, Ms. Hung Wai Man shall retire at the AGM and being eligible, will offer herself for re-election at the AGM.
Furthermore, pursuant to Article 116 of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. As such, Ms. Yip Man Yi, Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan shall retire by rotation at the AGM and being eligible, to offer themselves for re-election at the AGM.
LETTER FROM THE BOARD
Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan, being independent non-executive Directors, eligible for re-election at the AGM, have made an annual confirmation of independence pursuant to the independence guidelines set out in Rule 5.09 of the GEM Listing Rules. The Company is of the view that Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan are independent in accordance with the independence guidelines. Also, in view of their integrity, extensive knowledge and experience, the Company recommends Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan to be re-elected.
Brief biographical details of the Directors proposed for re-election are set out in Appendix I to this circular. Under ordinary resolution no. 2 set out in the Notice, the re-election of retiring Directors will be voted on individually by Shareholders.
ANNUAL GENERAL MEETING
The AGM shall be held at Room 401, 4/F., Pico Tower, 66 Gloucester Road, Wanchai, Hong Kong on Tuesday, 30 July 2019 at 11:30 a.m. for the purpose of considering and if thought fit, approving the resolutions relating to, among others, the re-election of Directors, the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate as set out in the Notice.
According to rule 17.47(4) of the GEM Listing Rules, all resolutions put to vote of the Shareholders at a general meeting must be taken by poll. The chairman of the AGM will demand that a poll be taken in respect of each of the resolutions as set out in the Notice. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder will be required to abstain from voting on any resolutions to be approved at the AGM.
GENERAL INFORMATION
The Notice is set out on pages 16 to 20 of this circular.
A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to be present at the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Board considers that (i) the resolutions relating to the re-election of Directors; (ii) the resolution relating to the Issue Mandate; (iii) the resolution relating to the Repurchase Mandate; and (iv) the resolution relating to the Extension Mandate to be put forward at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board therefore recommends all Shareholders to vote in favour of all resolutions to be proposed at the AGM.
By Order of the Board
Union Asia Enterprise Holdings Limited
Yip Man Yi
Chairman
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
The biographical details of the Directors proposed for re-election at the AGM are set out as follow:
- MS. YIP MAN YI — EXECUTIVE DIRECTOR
Ms. Yip Man Yi (“Ms. Yip”), aged 47, is an executive Director since 14 November 2015, the compliance officer of the Company since 1 December 2015 and the chairman of the Company since 31 December 2015. Ms. Yip graduated from Seneca College of Applied Arts and Technology, Toronto, Canada and has over 19 years’ experience in financial market and money market. Ms. Yip has worked with HSBC Market (Asia) Limited for Global Markets and company listed on the Main Board of the Stock Exchange. She was actively involved in formulating investment strategy and was responsible for overseeing the management operations of various investment projects. Ms. Yip also has experience in the management of listed company at Hong Kong. She was formerly a chairman and an executive director and a member of the remuneration committee of Evershine Group Holdings Limited (formerly known as TLT Lottotainment Group Limited) (stock code: 8022) from 10 April 2012 to 2 October 2013, a company listed on the GEM of the Stock Exchange.. She was also formerly a managing director and an executive director of Unity Investments Holdings Limited (stock code: 913), a company listed on the Main Board of the Stock Exchange for the period from 7 October 2013 to 29 November 2013.
Ms. Yip has not entered into any service agreement with the Company and her appointment has no fixed term. She is subject to retirement by rotation and re-election in accordance with the Articles of Association. Ms. Yip is entitled to a salary of HK$624,000 per annum with discretionary bonus which has been determined by Board with reference to her expected duties and responsibilities and the prevailing market conditions.
As at the Latest Practical Date, Ms. Yip is not interested in the share capital of the Company within the meaning of Part XV of the SFO.
Ms. Yip is at present also a director of the following subsidiaries of the Company:
Company name
- Active Design Global Limited;
- Ample Grace Holdings Limited;
- Black Sand Enterprises Limited;
- Black Sand International (Singapore) Pte. Ltd.;
- Bright Wise Enterprise Limited;
- Diamond Year Limited;
- Evotech Asia Pte. Ltd.;
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
- Express Glory Limited;
- Fu Hang Metal (Asia) Limited;
- Grace Union Corporation Limited;
- Loyal Bright Finance Limited;
- Ocean Kirin Investments Limited;
- Ocean Knight Investments Limited;
- Powerlane Ventures Limited;
- Sino Ally International Limited;
- Talent Zone Global Limited;
- Team Kingdom Limited;
- Team Profit Corporation Limited;
- Topone Global Investments Limited;
- Trade World Holdings Limited;
- Ultra Treasure Limited;
- Victor Smile Limited;
- Zhanhui Limited.
Save as disclosed above, Ms. Yip has not held any position with the Company or any of its subsidiaries and has not held any other major appointment or any directorships in any other listed public companies in the last three years. Ms. Yip does not have any relationship with any directors, senior management, substantial (as defined in the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules")) or controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, there are no other matter concerning the appointment of Ms. Yip that needs to be brought to the attention of the Stock Exchange and shareholders of the Company nor is there any information that needs to be disclosed pursuant to the requirement of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
2. MS. HUNG WAI MAN — EXECUTIVE DIRECTOR
Ms. Hung Wai Man (“Ms. Hung”), aged 34, is the company secretary and authorised representative of the Company since 30 June 2016 and an executive Director since 7 November 2018. Ms. Hung obtained a bachelor’s degree in business administration from The Hong Kong University of Science and Technology in November 2007. She is a member of Hong Kong Institute of Certified Public Accountants and has practical experience in auditing and accounting practice and handling corporate governance matters for listed companies.
Ms. Hung has not entered into any service agreement with the Company and her appointment has no fixed term. She is subject to retirement by rotation and re-election in accordance with the articles of association of the Company. Ms. Hung is entitled to a salary of HK$806,000 per annum with discretionary bonus which has been determined by Board with reference to her expected duties and responsibilities and the prevailing market conditions.
As at the Latest Practical Date, Ms. Hung is not interested in the share capital of the Company within the meaning of Part XV of the SFO.
Ms. Hung is at present also a director of the following subsidiaries of the Company:
Company name
- Active Design Global Limited;
- Diamond Year Limited;
- Gilmer Investments Limited;
- Team Kingdom Limited;
- Topone Global Investments Limited;
- Ultra Treasure Limited;
- Victor Smile Limited.
Save as disclosed above, Ms. Hung has not held any position with the Company or any of its subsidiaries and has not held any other major appointment or any directorships in any other listed public companies in the last three years. Ms. Hung does not have any relationship with any directors, senior management, substantial (as defined in the GEM Listing Rules) or controlling shareholders (as defined in the GEM Listing Rules) of the Company.
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, there are no other matter concerning the appointment of Ms. Hung that needs to be brought to the attention of the Stock Exchange and shareholders of the Company nor is there any information that needs to be disclosed pursuant to the requirement of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
3. DR. WAN HO YUEN, TERENCE — INDEPENDENT NON-EXECUTIVE DIRECTOR
Dr. Wan Ho Yuen, Terence ("Dr. Wan"), aged 52, is an independent non-executive Director since 14 November 2015 and a member of the audit committee, the remuneration committee and the nomination committee of the Company since 31 December 2015. Dr. Wan was designated as the chairman of the Audit Committee on 27 July 2016. Dr. Wan is currently the director of an accounting firm based in Hong Kong. Dr. Wan is currently an independent non-executive director of Tai Shing International (Holdings) Limited, a company listed on the GEM (stock code: 8103) since 31 December 2015 and is an independent non-executive director of Goal Rise Logistics (China) Holdings Limited, a company listed on the GEM (stock code: 8457) since 26 September 2017. Dr. Wan was formerly an independent non-executive director of China National Culture Group Limited (formerly known as China Railsmedia Corporation Limited) (stock code: 745) from 17 January 2014 to 9 April 2015, a company listed on the Main Board of the Stock Exchange. Dr. Wan obtained a bachelor of law degree from Tsing Hua University, the PRC in January 2004; and a doctorate degree of philosophy in business administration from Bulacan State University, Philippines in May 2006. Dr. Wan is a Certified Public Accountant (Practicing) of Hong Kong Institute of Certified Public Accountants. Dr. Wan has over 10 years of experiences in taxation advisory, business management and accounting with several professional accounting firms and companies.
Dr. Wan has entered into a service agreement with the Company and his appointment has no fixed term. He is subject to retirement by rotation and re-election in accordance with the Articles of Association. Dr. Wan is entitled to a salary of HK$180,000 per annum without any discretionary bonus. Such remuneration is covered in Dr. Wan's service agreement with the Company which has been determined by Board with reference to his expected duties and responsibilities and the prevailing market conditions.
As at the Latest Practical Date, Dr. Wan is not interested in the share capital of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, Dr. Wan has not held any position with the Company or any of its subsidiaries and has not held any other major appointment or any directorships in any other listed public companies in the last three years. Dr. Wan does not have any relationship with any directors, senior management, substantial (as defined in the GEM Listing Rules) and controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, there are no other matter concerning the appointment of Dr. Wan that needs to be brought to the attention of the Stock Exchange and shareholders of the Company nor is there any information that needs to be disclosed pursuant to the requirement of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
4. MR. LI KWOK CHU — INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Li Kwok Chu (“Mr. Li”), aged 63, is an independent non-executive Director, the chairman of the nomination committee and a member of the audit committee and the remuneration committee of the Company since 31 December 2015. Mr. Li was designated as the chairman of the Remuneration Committee on 26 July 2016. Mr. Li is a chairman and chief executive officer of Pakco Group and he has rich experience in administration and management field. Prior to Mr. Li joining Pakco Group, he was the managing director of Pakco Security (HK) Limited. He was formerly an independent non-executive director of Evershine Group Holdings Limited (formerly known as TLT Lottotainment Group Limited) (stock code: 8022), a company listed on the GEM of the Stock Exchange for the period from 16 March 2012 to 31 October 2013.
Mr. Li has entered into a service agreement with the Company and his appointment has no fixed term. He is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Li is entitled to a salary of HK$120,000 per annum without any discretionary bonus. Such remuneration is covered in Mr. Li’s service agreement with the Company which has been determined by Board with reference to his expected duties and responsibilities and the prevailing market conditions.
As at the Latest Practical Date, Mr. Li is not interested in the share capital of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Li has not held any position with the Company or any of its subsidiaries and has not held any other major appointment or any directorships in any other listed public companies in the last three years. Mr. Li does not have any relationship with any directors, senior management, substantial (as defined in the GEM Listing Rules) and controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, there are no other matter concerning the appointment of Mr. Li that needs to be brought to the attention of the Stock Exchange and shareholders of the Company nor is there any information that needs to be disclosed pursuant to the requirement of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
5. MR. LAU SHU YAN — INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Lau Shu Yan (“Mr. Lau”), aged 37, is an independent non-executive Director and a member of each of the audit committee, the remuneration committee and the nomination committee of the Company since 31 December 2015. Mr. Lau is currently a partner of an audit firm. He had previously worked in an international accounting firm and has over 10 years of experience in finance, auditing and accounting fields. Mr. Lau graduated from the University of Newcastle upon Tyne, United Kingdom with a Bachelor of Arts degree majoring in accounting and financial Analysis. He is a certified public accountant of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. Mr. Lau is currently an independent non-executive director, chairman of the audit committee and member of the remuneration committee of Perfectech International Holdings Limited (stock code: 765) and an independent non-executive director and the
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
chairman of the audit committee of Daohe Global Group Limited (stock Code: 915), the issued shares of both companies are listed on the Main Board of the Stock Exchange. He is also an independent non-executive director and the chairman of the nomination committee of 深圳市明華澳漢科技股份有限公司 (Shenzhen Mingwah Aohan High Technology Corporation Limited) (stock Code: 8301), the issued shares of which is listed on the GEM of the Stock Exchange. Mr. Lau was formerly an independent non-executive director of Evershine Group Holdings Limited (formerly known as TLT Lottotainment Group Limited) (stock code: 8022) from 11 July 2012 to 16 January 2014, the issued shares of which are listed on the GEM of the Stock Exchange.
Mr. Lau has entered into a service agreement with the Company and his appointment has no fixed term. He is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Lau is entitled to a salary of HK$120,000 per annum without any discretionary bonus. Such remuneration is covered in Mr. Lau's service agreement with the Company which has been determined by Board with reference to his expected duties and responsibilities and the prevailing market conditions.
As at the Latest Practical Date, Mr. Lau is not interested in the share capital of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Lau has not held any position with the Company or any of its subsidiaries and has not held any other major appointment or any directorships in any other listed public companies in the last three years. Mr. Lau does not have any relationship with any directors, senior management, substantial (as defined in the GEM Listing Rules) and controlling (as defined in the GEM Listing Rules) shareholders of the Company.
Save as disclosed above, there are no other matter concerning the appointment of Mr. Lau that needs to be brought to the attention of the Stock Exchange and shareholders of the Company nor is there any information that needs to be disclosed pursuant to the requirement of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
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APPENDIX II
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
This is an explanatory statement given to all Shareholders relating to the resolution no. 4B as set out in the Notice to be proposed at the AGM granting the Repurchase Mandate.
This explanatory statement contains all the information required by the GEM Listing Rules which is set out as follows:
- EXERCISE OF THE REPURCHASE MANDATE
As at the Latest Practicable Date, the issued and fully-paid share capital of the Company comprised 3,415,197,762 Shares.
Subject to the passing of resolution no. 4B as set out in the Notice and on the basis that no further Shares are issued or repurchased by the Company prior to the date of AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 341,519,776 Shares (which amounts to 10% of the issued and fully paid share capital of the Company as at the Latest Practicable Date) during the period from the date of passing of resolution no. 4B as set out in the Notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.
- REASONS FOR REPURCHASES
Although the Directors have no present intention of repurchasing any Shares, the Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.
- FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum and Articles of Association, and the applicable laws and regulations of the Cayman Islands. The Company may not repurchase securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
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APPENDIX II
EXPLANATORY STATEMENT
FOR THE REPURCHASE MANDATE
4. IMPACT ON WORKING CAPITAL OR GEARING POSITION
The Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. PRICE OF THE SHARES
The highest and lowest prices at which the Shares were traded on the GEM during each of the previous twelve months before the Latest Practicable Date were as follows:
| Shares Highest HK$ | Lowest HK$ | |
|---|---|---|
| June 2018 | – | – |
| July 2018 | – | – |
| August 2018 | – | – |
| September 2018 | – | – |
| October 2018 | – | – |
| November 2018 | – | – |
| December 2018 | – | – |
| January 2019 | – | – |
| February 2019 | – | – |
| March 2019 | – | – |
| April 2019 | – | – |
| May 2019 | – | – |
| From 1 June 2019 to the Latest Practicable Date | – | – |
Remark: Trading of the Shares had been suspended at the request of the Company since 20 March 2017 and will remain suspend until further notice.
6. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the Memorandum and Articles of Association of the Company and the applicable laws and regulations of the Cayman Islands.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the GEM Listing Rules), has any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders. As at the Latest Practicable Date, no core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell his/her/its Shares to the Company, nor has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
APPENDIX II
EXPLANATORY STATEMENT
FOR THE REPURCHASE MANDATE
7. EFFECT OF THE TAKEOVERS CODE
If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a share repurchase, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the single largest Shareholder, Mr. Yeung Wing Yee (“Mr. Yeung”), beneficially held 846,760,000 Shares, representing approximately 24.79% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase its Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of Mr. Yeung in the Company would be increased to approximately 27.55% of the issued share capital of the Company. Such increase would not render Mr. Yeung an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as mentioned, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any purchase to be made under the Repurchase Mandate. If the Repurchase Mandate is exercised, the Directors will exercise to the extent that is considered in the best interests of the Company. However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in takeover obligations or would have a material impact on the Group, as at the Latest Practicable Date.
The GEM Listing Rules prohibit a company from making repurchase on the Stock Exchange if the repurchase would result in that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total issued Shares in issue would be held by public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
8. SHARE PURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company in the previous six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.
NOTICE OF AGM
UNION ASIA ENTERPRISE HOLDINGS LTD
萬亞企業控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Union Asia Enterprise Holdings Limited (the "Company") will be held at Room 401, 4/F., Pico Tower, 66 Gloucester Road, Wanchai, Hong Kong on Tuesday, 30 July 2019 at 11:30 a.m. (the "AGM") for the following purposes:
ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited financial statements and the reports of the directors (the "Directors") and auditors of the Company for the year ended 31 March 2019.
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(a) To re-elect the retiring Directors, Ms. Yip Man Yi, Ms. Hung Wai Man, Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan, the biographical details of the Directors proposed to be re-elected at the AGM are set out in the circular of the Company dated 19 June 2019.
(b) To authorize the board of directors of the Company (the "Board") to fix the Directors' remuneration.
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To re-appoint Elite Partners CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration.
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As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
A. "THAT:
(a) subject to paragraph (c) of this resolution and pursuant to the Rules Governing the Listing of Securities on GEM ("GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the "Shares") and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
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NOTICE OF AGM
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued or dealt with by the Company 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 the right of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into Shares, (iii) the exercise of any options under the share option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of options to subscribe for, or rights to acquire Shares or, (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of the cash payment for any dividend on Shares pursuant to the articles of association of the Company in force from time to time, shall not in aggregate exceed 20 per cent of the total number of Shares in issue as at the date of passing this resolution and the approval in paragraph (a) of this resolution shall be limited accordingly; and
(d) the purpose of this resolution:
“Relevant Period” means the period from the date of 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 by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the date on which the authority given under this resolution is revoked, varied or renewed by an ordinary resolution of the shareholders of the Company in a general meeting.
“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Company or the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their 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 requirements of any recognised regulatory body or any stock exchange applicable to the Company).
NOTICE OF AGM
B. "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 the powers of the Company to repurchase the Shares on the GEM or any other stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for such purpose, in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any such other stock exchange from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 341,519,776 Shares, being 10 per cent of the total number of issued Shares as at the date of passing of this resolution, and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purpose of this resolution:
"Relevant Period" means the period from the date of 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 by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the date on which the authority given under this resolution is revoked, varied, or renewed by an ordinary resolution of the shareholders of the Company in a general meeting."
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NOTICE OF AGM
C. “THAT subject to the passing of the ordinary resolutions Nos. 4A and 4B as set in the notice convening this meeting, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and option pursuant to resolution No. 4A as set in the notice convening this meeting be and is hereby extended by the addition thereto of a number of Shares representing the total number of Shares repurchased by the Company under the authority granted pursuant to resolution No. 4B as set in the notice convening this meeting, provided that such amount shall not exceed 10 per cent of the total number of issued Shares as at the date of passing of this resolution.”
By Order of the Board
Union Asia Enterprise Holdings Limited
Yip Man Yi
Chairman
Hong Kong, 19 June 2019
Principal place of business in Hong Kong:
Unit A, 29/F.
CKK Commercial Centre
289–295 Hennessy Road
Wanchai
Hong Kong
Notes:
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Any member of the Company entitled to attend and vote at the AGM shall be entitled to appoint a person or persons (if he holds two or more Shares) as his proxy or proxies to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the AGM. A proxy need not be a member of the Company.
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To be valid, a form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be delivered to the Company’s share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.
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An explanatory statement containing further details regarding ordinary resolution No. 4B above as required by the Rules Governing the Listing of Securities on GEM has been dispatched to members of the Company together with the circular of the Company dated 19 June 2019 attaching this notice of AGM.
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Completion and deposit of the form of proxy shall not preclude a shareholder from attending and voting in person at the AGM if the shareholder so desires and in such event the form of proxy shall be deemed to be revoked.
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In the case of joint registered holders of any Share, any one of such joint registered holders may vote at the AGM, either in person or by proxy, in respect of such Share as if they were solely entitled thereto, but if more than one of such joint registered holders be present at the AGM, the vote of the senior who tenders a vote either personally or by proxy shall be accepted to the exclusion of the votes of the other joint registered holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
NOTICE OF AGM
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In order to qualify for attending and voting at the AGM, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 24 July 2019.
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If Typhoon Signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 8:30 a.m. on the date of the AGM, the meeting will be postponed. The Company will post an announcement on the website of Company at www.unionasiahk.com and on the "Latest Company Announcements" page of the GEM website at www.hkgem.com to notify Shareholders of the date, time and place of the rescheduled meeting.
As at the date of this notice, the Board comprises three executive Directors, Ms. Yip Man Yi, Mr. Shiu Chi Tak, Titus and Ms. Hung Wai Man and three independent non-executive Directors, Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan.
This notice, for which the directors of the Company (the "Directors") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM 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 notice 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 notice misleading.
This notice will remain on the "Latest Company Announcements" page of the GEM website for at least 7 days from the date of its posting and on the website of the Company www.unionasiahk.com.
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