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Jujiang Construction Group Co., Ltd. — AGM Information 2021
Apr 28, 2021
49937_rns_2021-04-27_a2c934d2-64d9-40fe-a2a4-a28d31704f64.pdf
AGM Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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Jujiang Construction Group Co., Ltd. 巨匠建設集團股份有限公司
(A joint stock limited liability company established in the People’s Republic of China)
(Stock Code: 1459)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of Jujiang Construction Group Co., Ltd. (the “ Company ”) will be held at Unit 1013, E168, 166-168 Des Voeux Road, Central, Hong Kong at 1:00 p.m. on Monday, 31 May 2021 for the purpose of considering and, if thought fit, passing the following resolutions:
AS ORDINARY RESOLUTIONS
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To consider and approve the report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year ended 31 December 2020.
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To consider and approve the report of the board of supervisors of the Company for the year ended 31 December 2020.
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To consider and approve the report of the auditors and the audited consolidated financial statements of the Company for the year ended 31 December 2020.
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To consider and, if thought fit, approve the resolution regarding the election of Directors of the third session of the Board (This resolution is effected by cumulative voting process):
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4.1. election of Mr. Lyu Yaoneng as an executive Director of the Company;
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4.2. election of Mr. Lyu Dazhong as an executive Director of the Company;
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4.3. election of Mr. Li Jinyan as an executive Director of the Company;
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4.4. election of Mr. Lu Zhicheng as an executive Director of the Company;
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4.5. election of Mr. Shen Haiquan as an executive Director of the Company;
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4.6. election of Mr. Zheng Gang as an executive Director of the Company;
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4.7. election of Mr. Yu Jingxuan as an independent non-executive Director of the Company;
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4.8. election of Mr. Wong Ka Wai as an independent non-executive Director of the Company;
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4.9. election of Mr. Ma Tao as an independent non-executive Director of the Company.
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To consider and, if thought fit, approve the resolution regarding the election of Shareholder representative Supervisors of the third session of the board of Supervisors (This resolution is effected by cumulative voting process):
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5.1. election of Mr. Zhu Jialian as a Shareholder representative Supervisor; and
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5.2. election of Mr. Chen Xiangjiang as a Shareholder representative Supervisor.
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To consider and approve the proposals of profit distribution for 2020.
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To consider and approve the reappointment of Ernst & Young as the auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
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To authorise the Board to fix the remuneration of the Directors and Supervisors.
AS SPECIAL RESOLUTIONS
- To grant a general mandate to the Board to, during the relevant period, allot, issue and deal with additional domestic shares not exceeding 20% of the domestic shares of the Company in issue and additional H shares not exceeding 20% of the H Shares of the Company in issue and authorise the Board to make corresponding amendments to the articles of association of the Company (“ Articles ”) as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares pursuant to such mandate.
For the purpose of this resolution, relevant period means the period form the passing of this resolution until whichever is the earliest of:
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(1) The conclusion of the next annual general meeting of the Company;
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(2) The expiration of the period within the next annual general meeting of the Company is required by any applicable laws or the Articles to be held; or
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(3) The revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders of the Company in general meeting.
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the Directors, acting collectively and individually, be and are hereby authorised to take all such steps, do all such acts and things and to sign, execute, seal (where required) and deliver all such documents which he/she may in his/her absolute discretion, consider necessary, appropriate, desirable or expedient in connection with or to implement or give effect to the above resolutions and all of the transactions contemplated thereunder.
In view of the recent developments relating to COVID-19 infection, the Company strongly recommends the Shareholders intending to attend this meeting to vote by filling in and submitting the proxy form, i.e. to indicate their voting intention in the proxy form and designate the chairman of this meeting as your proxy to vote on your behalf on site. The form of proxy is despatched to Shareholders and can also be downloaded from the Stock Exchange’s website at www.hkexnews. hk and the Company’s website at www.jujiang.cn. In order to be valid, the proxy form for the AGM must be deposited by hand or by post, for holders of H shares of the Company, to the H share registrar of the Company Tricor Investor Services Ltd. at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll.
The Company will also take the following precautions and control measures at this meeting to protect the Shareholders from the risk of infection:
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a. Compulsory body temperature check will be taken for every Shareholder or proxy at the entrance of the venue and anyone with a body temperature of more than 37.3 degrees Celsius will not be given access to the venue;
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b. Every Shareholder or proxy is required to wear facial surgical mask before entering into the venue and during their attendance of this meeting;
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c. No refreshment will be served; and
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d. No souvenir will be distributed.
Yours faithfully For and on behalf of the Board
Jujiang Construction Group Co., Ltd. Mr. Lyu Yaoneng Chairman
Zhejiang Province, the PRC, 28 April 2021
Notes:
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All resolutions at the meeting will be taken by poll pursuant to the Listing Rules. The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.
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The register of members of the Company will be closed from Friday, 30 April 2021 to Monday, 31 May 2021 (both days inclusive), during which period no transfer of H shares of the Company can be registered. Holders of H shares and domestic shares whose names appear on the registers of members of the Company on Friday, 30 April 2021 shall be entitled to attend and vote at the AGM. For holders of H shares who intend to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Tricor Investor Services Ltd. at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:30 p.m. on Thursday, 29 April 2021.
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Shareholders who intend to attend the AGM should complete the reply slip and return it by hand, by fax or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before Monday, 10 May 2021.
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Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder.
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In order to be valid, the proxy form for the AGM must be deposited by hand or by post, for holders of H shares of the Company, to the H share registrar of the Company Tricor Investor Services Ltd. at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.
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If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorized, the power of attorney shall contain the number and class of shares for which such persons are authorized, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company’s individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised.
A vote provided in according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares with respect to which the proxy is given, provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting.
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In case of joint shareholder for any share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend the general meeting or exercise all of the votes relating to the shares.
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Shareholders or their proxies shall provide their identity documents when attending the AGM.
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The address of the headquarters in the PRC of the Company is No. 669 Qingfeng South Road (South), Tongxiang City, Zhejiang Province, PRC.
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Shareholders who attend the AGM shall bear their own traveling and accommodation expense.
As of the date of this notice, the Board comprises Mr. Lyu Yaoneng, Mr. Lyu Dazhong, Mr. Li Jinyan, Mr. Lu Zhicheng, Mr. Shen Haiquan and Mr. Zheng Gang, as executive Directors; and Mr. Yu Jingxuan, Mr. Lin Tao, and Mr. Wong Kai Wai, as independent non-executive Directors.
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