Qian Xun Technology Limited — Proxy Solicitation & Information Statement 2013

Apr 29, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CNT Group Limited , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or 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.

(Incorporated in Bermuda with limited liability) (Stock Code: 701)

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Wednesday, 5 June 2013 at 11:00 a.m. is appended to this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.cntgroup.com.hk). Whether or not you are able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish.

30 April 2013

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3. General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5. Listing Rules Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7. Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Details of Directors Proposed to be Re-elected. . . . . . . . . . . . . . . . . .	6
Appendix II — Explanatory Statement for Repurchase Mandate . . . . . . . . . . . . . . . .	8
Appendix III — Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“AGM”

the annual general meeting of the Company to be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Wednesday, 5 June 2013 at 11:00 a.m. to consider and, if appropriate, to approve the resolutions as set out in the notice of AGM, which is appended to this circular, or any adjournment thereof;

“associate” has the same meaning as defined in the Listing Rules; “Board” the board of directors of the Company; “Bye-laws” the bye-laws of the Company from time to time in force; “Company” CNT Group Limited, a company incorporated in Bermuda with limited liability and the securities of which are listed on the Stock Exchange; “connected person” has the same meaning as defined in the Listing Rules; “Directors” the directors of the Company; “HK$” Hong Kong dollars, the lawful currency for the time being of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “Latest Practicable Date” 24 April 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Share(s)” ordinary share(s) in the capital of the Company with a par value of HK$0.10 each (or such other prevailing par value from time to time); “Shareholder(s)” holder(s) of Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited;

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	DEFINITIONS
“substantial shareholder”	has the same meaning as defined in the Listing Rules;
“Takeover Code”	The Codes on Takeovers and Mergers and Share Repurchases
	approved by the Securities and Futures Commission as
	amended from time to time; and
“%”	per cent.

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 701)

Executive Directors

Lam Ting Ball, Paul (Chairman)

Tsui Ho Chuen, Philip (Executive Deputy Chairman and Managing Director) Chong Chi Kwan (Finance Director)

Registered Office

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Directors

Chan Wa Shek Hung Ting Ho, Richard Zhang Yulin Ko Sheung Chi

Independent Non-executive Directors

Principal Office

31st Floor CNT Tower 338 Hennessy Road Wanchai Hong Kong

Sir David Akers-Jones (Deputy Chairman) Danny T Wong Steven Chow Zhang Xiaojing

Alternate Director

Chong Shaw Swee, Alan (alternate to Hung Ting Ho, Richard)

30 April 2013

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and information in respect of the ordinary resolutions to be proposed at the AGM for the approval of (a) the re-election of Directors at the AGM; and (b) the granting of general mandates to issue and repurchase Shares.

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LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

In accordance with the Bye-laws, Messrs. Hung Ting Ho, Richard, Zhang Yulin, Danny T Wong and Zhang Xiaojing are subject to re-election at the AGM. Details of the Directors proposed for re-election are set out in the Appendix I to this circular.

3. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The existing general mandates granted to the Directors to issue and repurchase Shares will expire at the conclusion of the AGM. To renew these general mandates, ordinary resolutions are proposed at the AGM that: (i) the Board be granted a general mandate to allot and issue new Shares up to an amount of not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue and fully paid-up at the date of passing of such resolution; (ii) the Board be granted a general mandate to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue and fully paid-up at the date of passing of such resolution; and (iii) the allotment mandate be extended by adding the nominal amount of all the Shares repurchased by the Company pursuant to the repurchase mandate to the aggregate nominal amount of the share capital of the Company to be allotted and issued pursuant to the allotment mandate.

The Board wishes to state that, as at the Latest Practicable Date, it has no immediate plans to issue any new Share or to repurchase any existing Share.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,888,405,690 Shares. On the basis that no further Share is issued or repurchased prior to the AGM, the maximum number of Shares under the general mandate to allot and issue new Shares of not exceeding 20% of the Shares in issue as at the date of the AGM, if approved, shall be 377,681,138 Shares.

An explanatory statement as required under the Listing Rules to provide the requisite information concerning the repurchase mandate is set out in the Appendix II to this circular.

4. AGM

A notice convening the AGM to be held on Wednesday, 5 June 2013 at 11:00 a.m. at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong is appended to this circular.

A form of proxy for use at the AGM is enclosed. The form of proxy, in order to be valid, must be deposited in accordance with the instructions printed thereon not less than 48 hours before the time for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof in person if you so wish.

5. LISTING RULES REQUIREMENT

According to rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Directors consider that the re-election of Directors and the granting of general mandates to issue and repurchase Shares are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of each of the relevant resolutions on terms as set out in the notice of the AGM.

7. FURTHER INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, On behalf of the Board Lam Ting Ball, Paul Chairman

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APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Stated below are the details of the Directors proposed to be re-elected at the AGM.

1. Mr. Hung Ting Ho, Richard, aged 59, Non-executive Director

Mr. Hung Ting Ho, Richard was appointed a non-executive Director in June 2002. Mr. Hung is a fellow member of the Hong Kong Institute of Certified Public Accountants and an associate member of The Hong Kong Institute of Chartered Secretaries. He is the chairman and the managing director of Midas International Holdings Limited (“Midas”), a company listed on the Stock Exchange, which is a 60.76% owned subsidiary of Chuang’s Consortium International Limited (“Chuang’s Consortium”). The Company’s another non-executive Director Mr. Ko Sheung Chi is the managing director of Chuang’s Consortium. Mr. Chong Shaw Swee, Alan, alternate Director to Mr. Hung, is the chairman and executive director of Chuang’s Consortium, the honorary chairman of Midas and Chuang’s China Investments Limited (“Chuang’s China”). Chuang’s China, Chuang’s Consortium and Mr. Chong Shaw Swee, Alan are substantial shareholders of the Company discloseable under Part XV of the SFO. Mr. Hung has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election at least once every three years pursuant to the Bye-laws. For the year ended 31 December 2012, the remuneration being the director’s fee paid to Mr. Hung was HK$100,000.

2. Mr. Zhang Yulin, aged 49, Non-executive Director

Mr. Zhang Yulin was appointed a non-executive Director in December 2006. He has over 16 years of experience in finance and management. He graduated from Nanjing University and is an economist in the People’s Republic of China. Mr. Zhang is a deputy managing director of Broadsino Investment Company Limited which is interested in 5.18% of the issued share capital of the Company. Mr. Zhang has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election once every three years pursuant to the Bye-laws. For the year ended 31 December 2012, the remuneration being the director’s fee paid to Mr. Zhang was HK$100,000.

3. Mr. Danny T Wong, aged 67, Independent Non-executive Director

Mr. Danny T Wong has been an independent non-executive Director since September 2004. He has a master degree in business administration and is a fellow member of the Hong Kong Institute of Certified Public Accountants and The Hong Kong Institute of Directors and a member of the Certified General Accountants Association of Canada. He has over 38 years of experience in finance, accounting and management. Mr. Wong has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election once every three years pursuant to the Bye-laws. For the year ended 31 December 2012, the remuneration being the director’s fee paid to Mr. Wong was HK$200,000.

4. Mr. Zhang Xiaojing, aged 58, Independent Non-executive Director

Mr. Zhang Xiaojing was appointed an independent non-executive Director in December 2012. He has over 30 years of experience in engineering and management. He holds a bachelor degree in engineering from the University of Science and Technology Beijing. Mr. Zhang is an independent

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APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

non-executive director of Jian ePayment Systems Limited, a company listed on The Growth Enterprise Market of the Stock Exchange. Mr. Zhang has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election once every three years pursuant to the Bye-laws.

The remuneration of the executive Directors are determined by the remuneration committee and the remuneration of the non-executive Directors are determined by the Board on the recommendation of the remuneration committee, by reference to their duties and responsibilities, performance, experiences, time commitment, market conditions and the corporate goals and objectives as set by the Board.

Mr. Danny T Wong, as a guarantor of a limited company incorporated in Toronto, Ontario, Canada, had been adjudged bankrupt. Under the Bankruptcy Act of Ontario, Canada in the municipality of Metropolitan Toronto, the bankruptcy was fully and unconditionally discharged in 1996.

Save as disclosed above, there is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

This Appendix serves as an explanatory statement required by the Listing Rules to provide the Shareholders with the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the repurchase mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,888,405,690 Shares.

Subject to the passing of the relevant resolution and on the basis that no further Share is issued or repurchased prior to the AGM, the Company would be allowed under the repurchase mandate to repurchase a maximum of 188,840,569 Shares representing 10% of the Shares in issue as at the date of the AGM. The Shares proposed to be repurchased by the Company must be fully-paid up.

The repurchase mandate may continue in force until the earliest of: (i) the conclusion of the next annual general meeting of the Company for the year of 2014; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and (iii) the revocation or variation of the repurchase mandate by ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Directors believe that the repurchase mandate is in the interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association and the Bye-laws of the Company and the laws of Bermuda. It is presently proposed that any repurchase under the repurchase mandate would be repurchased out of the capital paid up on the repurchased Shares, the profits of the Company which would otherwise be available for dividend, the Company’s share premium account and/or contributed surplus account in each case to the extent as permitted by the laws of Bermuda.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited consolidated accounts contained in the Company’s annual report for the year ended 31 December 2012 in the event that the repurchase mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase mandate to such extent as

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APPENDIX II EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

4. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the printing of this circular were as follows:

	**Share **	price
	Highest	Lowest
	HK$	HK$
2012
April	0.3800	0.3750
May	0.3850	0.3750
June	0.3850	0.3700
July	0.3800	0.3750
August	0.3800	0.3750
September	0.3850	0.3300
October	0.3850	0.3600
November	0.3900	0.3700
December	0.3750	0.3650
2013
January	0.3800	0.3500
February	0.3600	0.3450
March	0.3400	0.3000
April (up to the Latest Practicable Date)	0.3300	0.3100

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchases in accordance with the Listing Rules and the applicable laws of Bermuda so far as the same may be applicable and in accordance with the regulations set out in the memorandum of association and the Bye-laws of the Company.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates have any present intention to sell Shares to the Company under the repurchase mandate if such is approved by the Shareholders.

No connected person of the Company has notified the Company that he has a present intention to sell Shares to the Company, nor has undertaken not to do so, in the event that the repurchase mandate is approved by the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

6. TAKEOVER CODE

If on exercise of the powers to repurchase Shares pursuant to the repurchase mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeover Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeover Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Prime Surplus Limited (“Prime Surplus”) is the largest shareholder of the Company beneficially interested in 447,053,620 Shares, representing approximately 23.67% of the issued share capital of the Company. In the event that the repurchase mandate is exercised in full and no further Share is issued during the proposed repurchase period, the beneficial interest of Prime Surplus in the issued share capital of the Company will increase to approximately 26.30%. Accordingly, the Directors are not aware of any consequences which would arise under the Takeover Code as a result of any repurchase of Shares pursuant to the repurchase mandate.

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months prior to the printing of this circular.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

(Incorporated in Bermuda with limited liability)

(Stock Code: 701)

NOTICE IS HEREBY GIVEN that the annual general meeting of CNT Group Limited (the “Company”) will be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Wednesday, 5 June 2013 at 11:00 a.m. for the following purposes:

Ordinary business

1. To receive and consider the audited financial statements and the report of the directors and the independent auditors’ report for the year ended 31 December 2012.

2. To declare a final dividend of HK1 cent per share for the year ended 31 December 2012.

3. To re-elect directors and to authorise the directors to fix the directors’ remuneration.

4. To re-appoint auditors and to authorise the directors to fix their remuneration.

Special business

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the board of directors of the Company (the “Board”) during the Relevant Period of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company 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) above shall authorise the Board 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;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; or (ii) the exercise of rights of subscription or conversion under the terms of any warrant or other securities issued by the Company carrying a right to subscribe for shares of the Company; or (iii) the exercise of subscription rights under any share option scheme of the Company; or (iv) an issue of shares as scrip dividends pursuant to the bye-laws of

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

the Company from time to time, shall not exceed the aggregate of (i) 20% of the nominal amount of the share capital of the Company in issue as at the date of this resolution; and (ii) subject to the passing of resolution 7 below, all those number of shares which may from time to time be repurchased by the Company pursuant to the general mandate granted under resolution 6 below, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

• “Relevant Period” means the period from the passing of this resolution until 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 law to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means the allotment, issue or grant of shares of the Company pursuant to an offer open for a period fixed by the Board to holders of shares or any class thereof on the register of members of the Company on a fixed record date pro rata to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligation under the laws of, or the requirements of any recognised regulatory body of any stock exchange in any territory outside Hong Kong).”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the board of directors of the Company during the Relevant Period of all the powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange recognised for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company to be purchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the shares of the Company in issue at the date of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until 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 law to be held; and

  • (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT the board of directors of the Company be and is hereby given a general mandate to add all those shares in the capital of the Company which may from time to time be repurchased by the Company pursuant to the approval granted under resolution 6 above to the general mandate granted under resolution 5 above.”

By order of the board Ma Lai King Company Secretary

Hong Kong, 30 April 2013

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority shall be delivered to the Company’s registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting at which the person named in the instrument proposes to vote.

3. The register of members of the Company will be closed on Wednesday, 12 June 2013 and Thursday, 13 June 2013, during the period no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged for registration with the Company’s registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 11 June 2013.

4. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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