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Tongdao Liepin Group — Proxy Solicitation & Information Statement 2024
Apr 29, 2024
50970_rns_2024-04-29_43239de5-9e33-478e-938b-74c1b8183e56.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 or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Tongdao Liepin Group , you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or 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.
Tongdao Liepin Group 同道獵聘集團
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 6100)
PROPOSED RE-ELECTION OF DIRECTORS AND
PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE AND RESELL SHARES AND PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of Tongdao Liepin Group to be held at 8th Floor, Building C, RongXin Technology Centre, Guangshun North Street, Chaoyang District, Beijing, China on Thursday, 6 June 2024 at 3:00 p.m. is set out on pages 24 to 29 of this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s Hong Kong Share Registrar and Transfer Office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Tuesday, 4 June 2024) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof, as the case may be, if so wish, and in such case, the form of proxy shall be deemed to be revoked.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (ir.liepin.com).
Holders of treasury shares, if any, have no voting rights at the general meeting(s) of the Company.
References to time and dates in this circular are to Hong Kong time and dates.
29 April 2024
CONTENTS
| Page | ||
|---|---|---|
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
| Letter from the Board | ||
| 1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
| 2. | Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
| 3. | Proposed Granting of General Mandate to Buy Back Shares . . . . . . . . . . . . . . . | 6 |
| 4. | Proposed Granting of General Mandate to Issue and Resell Shares . . . . . . . . . . | 6 |
| 5. | Proposed Amendments to the Existing Memorandum and Articles of Association | |
| and Adoption of Amended Memorandum and Articles of Association . . . . . . | 6 | |
| 6. | Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . | 7 |
| 7. | Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| **Appendix ** | I — Details of the Directors Proposed to be |
|
| Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . | 9 | |
| **Appendix ** | II — Explanatory Statement on the Share Buy-back |
|
| Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 13 | |
| **Appendix ** | III — Proposed Amendments to the Memorandum and | |
| Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 17 | |
| **Notice of ** | Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 24 |
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
-
“%” per cent
-
“Annual General Meeting”
-
the annual general meeting of the Company to be held at 8th Floor, Building C, RongXin Technology Centre, Guangshun North Street, Chaoyang District, Beijing, China on Thursday, 6 June 2024 at 3:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 24 to 29 of this circular, or any adjournment thereof
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“Articles of Association” the articles of association of the Company currently in force
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“Audit Committee” the audit committee of the Board
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“Board” the board of Directors
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“CCASS”
-
the Central Clearing and Settlement System, a securities settlement system established and operated by the HKSCC
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“China” or “PRC”
-
People’s Republic of China, except where the context requires otherwise and only for the purposes of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan
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“Company” Tongdao Liepin Group, (Stock Code: 6100), an exempted company with limited liability incorporated under the laws of the Cayman Islands on 30 January 2018, the shares of which are listed on the Main Board of the Hong Kong Stock Exchange
-
“Director(s)” the director(s) of the Company
-
“Group” or “the Group” the Company and its subsidiaries from time to time
– 1 –
DEFINITIONS
- “HKSCC”
the Hong Kong Securities Clearing Company Limited
- “Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China
-
“Interim Measures”
-
has the meaning ascribed to it in the section headed “6. General” in the Appendix II to this circular
-
“Issuance and Resale Mandate”
-
a general mandate proposed to be granted to the Directors to allot, issue or deal with (including any sale or transfer of treasury shares out of treasury) Shares of not exceeding 20% of the total number of issued Shares of the Company (excluding any treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting
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“Latest Practicable Date” 24 April 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
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“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time
-
“Nomination Committee” the nomination committee of the Board
-
“Remuneration Committee”
-
the remuneration committee of the Board
-
“Securities and Futures Ordinance” or “SFO”
-
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
– 2 –
DEFINITIONS
- “Share(s)”
ordinary share(s) of US$0.0001 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company (for the avoidance of doubt, the holders of treasury shares have no voting rights at the general meeting(s) of the Company)
-
“Share Buy-back Mandate”
-
a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company (excluding any treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting
-
“Shareholder(s)” holder(s) of the Share(s)
-
“Stock Exchange” The Stock Exchange of Hong Kong Limited
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“Takeovers Code”
-
The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission as amended from time to time
-
“treasury shares” has the meaning ascribed to it in the Listing Rules which will come into effect from 11 June 2024 as amended from time to time
-
“US$” United States dollars, the lawful currency of the United States of America
– 3 –
LETTER FROM THE BOARD
Tongdao Liepin Group 同道獵聘集團
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 6100)
Executive Directors:
Mr. Dai Kebin (Chairman and Chief Executive Officer) Mr. Tian Ge (Chief Financial Officer)
Independent Non-executive Directors:
Mr. Ye Yaming Mr. Zhang Ximeng Ms. Fan Xinpeng
Registered Office:
Maples Corporate Services Limited P.O. Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands
Headquarter and Principal Place of Business in the PRC:
Room 415−3, Building No.5 Courtyard No. 59 Gaoliangqiaoxie Road Haidian District Beijing, PRC
Principal Place of Business in Hong Kong: Unit 417, 4th Floor Lippo Centre, Tower Two No. 89 Queensway Admiralty, Hong Kong
29 April 2024
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF DIRECTORS AND
PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE AND RESELL SHARES AND PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING
– 4 –
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Thursday, 6 June 2024.
2. PROPOSED RE-ELECTION OF DIRECTORS
In accordance with Article 16.18 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.
According to Article 16.2 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election at that meeting.
In this connection, pursuant to Article 16.18 of the Articles of Association, Mr. Dai Kebin will retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election at the Annual General Meeting. Pursuant to Article 16.2 of the Articles of Association, Mr. Tian Ge, who was appointed by the Board as executive Director on 3 April 2024 and Ms. Fan Xinpeng, who was appointed by the Board as independent non-executive Director on 12 September 2023, will hold office only until the 2024 annual general meeting and being eligible, offer themselves for re-election at the 2024 AGM.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board Diversity Policy, the Director Nomination Policy and the Company’s corporate strategy. The Nomination Committee has recommended to the Board on the re-election of all the retiring Directors. The Company considers that the retiring Directors will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
– 5 –
LETTER FROM THE BOARD
3. PROPOSED GRANTING OF GENERAL MANDATE TO BUY BACK SHARES
In order to give the Company the flexibility to buy back Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting (i.e. a total of 51,448,377 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). The Directors have no other immediate plan to buy back any Share pursuant to the Share Buy-back Mandate.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix II to this circular.
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE AND RESELL SHARES
In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance and Resale Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting (i.e. a total of 102,896,754 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance and Resale Mandate by adding the number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.
The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance and Resale Mandate.
5. PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION
Reference is made to the announcement of the Company dated 22 March 2024 in relation to the proposed amendments to the existing Memorandum and Articles of Association and adoption of amended Memorandum and Articles of Association.
– 6 –
LETTER FROM THE BOARD
The Board proposes to (i) make certain amendments (the “ Proposed Amendments ”) to the fourth amended and restated memorandum of association and articles of association of the Company, for the purpose of, among others, enabling the Company to update and bring the Memorandum and Articles of Association in line with the relevant amendments made to the Listing Rules in respect of the electronic dissemination of corporate communications by listed issuers (effective from 31 December 2023); (ii) make other consequential and housekeeping amendments; and (iii) adopt the fifth amended and restated memorandum of association and articles of association of the Company incorporating and consolidating all the Proposed Amendments (the “ Fifth Amended and Restated Memorandum and Articles of Association ”).
Details of the Proposed Amendments are set out in Appendix III to this circular.
The legal advisers to the Company as to Hong Kong laws and Cayman Islands laws have respectively confirmed that the Proposed Amendments comply with the requirements of the Listing Rules and are not inconsistent with the laws of the Cayman Islands, respectively.
The Board considers that the Proposed Amendments are in the interests of the Company and the Shareholders as a whole. The Board confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.
The Proposed Amendments are prepared in the English language. The Chinese translation of the Proposed Amendments is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.
6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 24 to 29 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (ir.liepin.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s Hong Kong Share
– 7 –
LETTER FROM THE BOARD
Registrar and Transfer Office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Tuesday, 4 June 2024) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the Annual General Meeting or any adjournment thereof, as the case may be, if so wish, and in such case, the form of proxy shall be deemed to be revoked.
7. RECOMMENDATION
The Directors consider that the proposed re-election of Directors, the granting of the Share Buy-back Mandate and the Issuance and Resale Mandate and the amendments to the existing Memorandum and Articles of Association and the adoption of the Fifth Amended and Restated Memorandum and Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully, For and on behalf of the Board Tongdao Liepin Group Dai Kebin
Chairman
– 8 –
APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
Mr. Dai Kebin (戴科彬) , aged 43, is our executive Director, appointed on 30 January 2018. He is also the Chairman of the Board and the Chief Executive Officer of our Company. He is primarily responsible for the overall strategic planning and business direction of our Group and management of our Company. He is also the Chairman of the Nomination Committee of our Company. Prior to joining our Group, Mr. Dai worked as a brand manager in the marketing department in the Great China region of Procter & Gamble Company, the shares of which are listed on the New York Stock Exchange (stock symbol: PG), from July 2003 to February 2008. Mr. Dai received a bachelor’s degree in finance from Sun Yat-sen University in June 2003. Mr. Dai currently holds directorships in the following principal subsidiaries of our Group: Wisest, TD Elite and Liedao.
Save as disclosed above, Mr. Dai did not hold any directorship in any other public company, the securities of which are listed in Hong Kong or overseas in the past three years, nor has any relationships with other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
Mr. Dai has entered into a renewed service contract with the Company for a term of three years commencing from 29 June 2021 (which was subsequently renewed every three years) and is subject to retirement by rotation and is eligible for re-election at least once every three years at the annual general meeting of the Company in accordance with Article 16.18 of the Articles of Association.
Mr. Dai is currently entitled to a basic salary, allowances and benefits in kind of RMB3,096,000 per annum (excluding year-end bonus and share-based compensation expenses, all of which represent services rendered by Mr. Dai as key management personnel), which has been determined with reference to the prevailing market practice, the Company’s remuneration policy and Mr. Dai’s duties, responsibilities with the Company as well as his performance, and covered by, the aforesaid service contract.
As at the Latest Practicable Date, Mr. Dai was interested in 180,587,371 Shares of the Company pursuant to Part XV of the SFO.
Save for the information disclosed above, there is no information which is disclosable nor is Mr. Dai involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Dai that need to be brought to the attention of the Shareholders.
– 9 –
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Tian Ge (田歌) , aged 37, was appointed as an executive Director with effect from 3 April 2024 and he is also the chief financial officer of the Company. Mr. Tian joined the Group in November 2019 and is responsible for overseeing the corporate finance, investments and acquisitions, investor relations, procurements and other middle and back office work of our Group. Mr. Tian also serves as the supervisor and the director at certain of our subsidiaries. Prior to joining the Group, Mr. Tian held various positions in China, France, the United States, the United Kingdom and Singapore at General Electric Company (stock symbol: GE), including as the Head of Finance of GE Power Global Repair Solutions APAC, from December 2009 to October 2019. Mr. Tian received a bachelor’s degree in international accounting from Sichuan University in June 2008. Mr. Tian is a member of the Association of Chartered Certified Accountants (ACCA).
Save as disclosed above, Mr. Tian did not hold any directorship in any other public company, the securities of which are listed in Hong Kong or overseas in the past three years, nor has any relationships with other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
Mr. Tian has signed a service contract with the Company for a term of three years commencing from 3 April 2024 and is subject to retirement by rotation and is eligible for re-election at least once every three years at the annual general meeting of the Company in accordance with Article 16.18 of the Articles of Association. Mr. Tian will hold office only until the 2024 annual general meeting and being eligible, offer himself for re-election at the 2024 AGM in accordance with Article 16.2 of the Articles of Association. Mr. Tian will not be entitled to receive any director fee from the Company as his remuneration shall be paid according to his employment with the Company with reference to his duties and performance and the prevailing market condition and trends.
As at the Latest Practicable Date, to the best of the Board’s knowledge and belief having made all reasonable enquiries, Mr. Tian is interested or is deemed to be interested in Shares of the Company within the meaning of Part XV of the SFO as follows: (a) 1,122,505 Shares of the Company (“Shares”); and (b) share options carrying rights to subscribe for 1,250,000 Shares.
Save for the information disclosed above, there is no information which is disclosable nor is Mr. Tian involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Tian that need to be brought to the attention of the Shareholders.
– 10 –
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
APPENDIX I
Ms. FAN Xinpeng (范新鵬) , aged 45, was appointed as an independent non-executive Director with effect from 12 September 2023. Ms. Fan has professional experiences in global investment banking, capital market financing, mergers and acquisitions, as well as corporate finance management in the Chinese consumer industry. Ms Fan was the chief financial officer of Dali Foods Group Company Limited since March 2023 to February 2024, the chief financial officer and group vice president of EastGarden International Group Limited from 2022 to 2023, an executive director and the head of China financial and fintech industry under the investment banking division of Morgan Stanley Asia Limited from 2010 to 2022. Prior to that, she worked in other leading global investment banks and accounting firms from 2004 to 2010, including PricewaterhouseCoopers (Hong Kong), Merrill Lynch (Asia) Limited, and Deloitte Touche Tohmatsu (New York). Ms Fan has been serving as an independent non-executive director of PegBio Co., Ltd. since February 2023.
Ms. Fan graduated from the University of Texas at Austin in 2004 with a master’s degree in accounting and from Beijing Technology and Business University with a bachelor’s degree in economics in 1999. Ms. Fan is also a member of the American Institute of Certified Public Accountants.
Save as disclosed above, Ms. Fan did not hold any directorship in any other public company, the securities of which are listed in Hong Kong or overseas in the past three years, nor has any relationships with other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
Ms. Fan has signed an appointment letter with the Company for a term of three years commencing from 12 September 2023 and is subject to retirement by rotation and is eligible for re-election at least once every three years at the annual general meeting of the Company in accordance with Article 16.18 of the Articles of Association. Ms. Fan will hold office only until the 2024 annual general meeting and being eligible, offer herself for re-election at the 2024 AGM in accordance with Article 16.2 of the Articles of Association.
According to the appointment letter, Ms. Fan is entitled to receive HKD500,000 per annum. Mr. Fan’s remuneration package has been determined by the Board based on the recommendation of the Remuneration Committee after considering a range of factors including her experience, her duties and responsibilities in the Company, the remuneration structure of the Company and levels of remuneration for peers in the market.
As at the Latest Practicable Date, Ms. Fan does not have, and is not deemed to have any interests in the Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO.
– 11 –
APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save for the information disclosed above, there is no information which is disclosable nor is Ms. Fan involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Ms Fan that need to be brought to the attention of the Shareholders.
– 12 –
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
APPENDIX II
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 514,483,774 Shares.
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 514,483,774 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a total of 51,448,377 Shares, representing 10% of the total number of Shares in issue (excluding any treasury shares) as at the date of the Annual General Meeting.
2. REASONS FOR SHARE BUY-BACK
The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders.
Shares buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders.
3. FUNDING OF SHARE BUY-BACK
The Company may only apply funds legally available for share buy-back in accordance with its Articles of Association, the Companies Act (2023 Revision) (as consolidated and revised) of the Cayman Islands and/or any other applicable laws, as the case may be.
– 13 –
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
APPENDIX II
4. IMPACT OF SHARE BUY-BACK
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 accounts contained in the annual report of the Company for the year ended 31 December 2023) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange in each of the previous twelve months and up to and including the Latest Practicable Date were (excluding any treasury shares) as follows:
| Month | Highest | Lowest |
|---|---|---|
| HK$ | HK$ | |
| 2023 | ||
| April | 11.24 | 9.78 |
| May | 10.16 | 8.18 |
| June | 9.60 | 8.04 |
| July | 9.43 | 7.33 |
| August | 9.64 | 7.00 |
| September | 7.53 | 6.50 |
| October | 7.50 | 5.61 |
| November | 7.08 | 5.45 |
| December | 6.13 | 4.94 |
| 2024 | ||
| January | 5.83 | 3.76 |
| February | 4.92 | 3.52 |
| March | 4.99 | 2.85 |
| April (up to the Latest Practicable Date) | 3.21 | 2.43 |
– 14 –
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
APPENDIX II
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Share to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
The Company has not been notified by any core connected person (as defined in the Listing Rules) of the Company that they have a present intention to sell any Share to the Company, or that they have undertaken not to sell any Share held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
The Company confirms that the explanatory statement set out in this Appendix II contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the proposed share repurchase has unusual features.
Following a repurchase of Shares, the Company may cancel any repurchased Shares and/or hold them as treasury shares subject to, among others, market conditions and its capital management needs at the relevant time of the repurchases, which may change due to evolving circumstances.
For any treasury shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures (collectively, the “ Interim Measures ”) which include (without limitation):
-
(i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS;
-
(ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the relevant record date for the dividend or distributions; and
– 15 –
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
APPENDIX II
- (iii) taking any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
7. TAKEOVERS CODE
If as a result of a buy-back of Shares pursuant to the Share Buy-back 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 purposes of the Takeovers Code. Accordingly, 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 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 Takeovers Code.
To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Dai Kebin and Ms. Song Yueting were interested in 180,587,371 Shares representing approximately 35.10% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the aggregate shareholding of Mr. Dai Kebin and Ms. Song Yueting would be increased to approximately 39.00% of the total issued share capital of the Company. The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
8. SHARE BUY-BACK MADE BY THE COMPANY
The Company had not bought back any of its Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.
– 16 –
PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
APPENDIX III
| Currently in force | Proposed to be amended as | ||||
|---|---|---|---|---|---|
| No. | articles of association | No. | articles of association | ||
| 2.2 | 2.2 | “Corporate shall have the |
|||
| Communication” meaning given |
|||||
| to it in the | |||||
| Listing Rules. | |||||
| 16.3 | The Company may from time to time | 16.3 | The Company may from time to time | ||
| in general meeting by ordinary |
in general meeting by ordinary |
||||
| resolution increase or reduce the |
resolution increase or reduce the |
||||
| number of Directors but so that the | number of Directors but so that the | ||||
| number of Directors shall not be less | number of Directors shall not be less | ||||
| than two. Subject to the provisions of | than two. Subject to the provisions of | ||||
| these Articles and the Companies Act, | these Articles and the Companies Act, | ||||
| the Company may by ordinary |
the Company may by ordinary |
||||
| resolution elect any person to be a | resolution elect any person to be a | ||||
| Director either to fill a casual |
Director either to fill a casual |
||||
| vacancy or as an addition to the |
vacancy or as an addition to the |
||||
| existing Directors. Any Director so | existing Directors. ~~Any Director so~~ | ||||
| appointed shall hold office only until | ~~appointed shall hold office only until~~ | ||||
| the next following general meeting of | ~~the next following general meeting of~~ | ||||
| the Company and shall then be |
~~the~~ ~~Company~~ ~~and~~ ~~shall~~ ~~then~~ ~~be~~ |
||||
| eligible for re-election. | ~~eligible for re-election.~~ |
– 17 –
PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
APPENDIX III
| Currently in force | Proposed to be amended as | |||||||
|---|---|---|---|---|---|---|---|---|
| No. | articles of association | No. | articles of association | |||||
| 29.6 | To the extent permitted by and |
29.6 | To the extent permitted by and |
|||||
| subject to due compliance with these | subject to due compliance with these | |||||||
| Articles, the Companies Act and all | Articles, the Companies Act and all | |||||||
| applicable rules and regulations, |
applicable rules and regulations, |
|||||||
| including, without limitation, the |
including, without limitation, the |
|||||||
| rules of the Exchange, and to |
rules of the Exchange, ~~and~~ ~~to~~ |
|||||||
| obtaining all necessary consents, if | ~~obtaining all necessary consents, if~~ | |||||||
| any, required thereunder, the |
~~any,~~ ~~required~~ ~~thereunder,~~ the |
|||||||
| requirements of Article 29.5 shall be | requirements of Article 29.5 shall be | |||||||
| deemed satisfied in relation to any | deemed satisfied in relation to any | |||||||
| member or any holder of debentures | member or any holder of debentures | |||||||
| of the Company by sending to such | of the Company by sending to such | |||||||
| person instead of such copies, not | person instead of such copies, not | |||||||
| less than 21 days before the date of | less than 21 days before the date of | |||||||
| the annual general meeting, in any | the annual general meeting, in any | |||||||
| manner not prohibited by these |
manner not prohibited by these |
|||||||
| Articles and the Companies Act, a | Articles and the Companies Act, a | |||||||
| summary financial statement derived | summary financial statement derived | |||||||
| from the Company’s annual accounts, | from the Company’s annual accounts, | |||||||
| together with the Directors’ report |
together with the Directors’ report |
|||||||
| and the Auditors’ report on such |
and the Auditors’ report on such |
|||||||
| accounts, which shall be in the form | accounts, which shall be in the form | |||||||
| and containing the information |
and containing the information |
|||||||
| required by these Articles, the |
required by these Articles, the |
|||||||
| Companies Act and all applicable |
Companies Act and all applicable |
|||||||
| laws and regulations, provided that | laws and regulations, provided that | |||||||
| any person who is otherwise entitled | any person who is otherwise entitled | |||||||
| to the annual accounts of the |
to the annual accounts of the |
|||||||
| Company, together with the |
Company, together with the |
|||||||
| Director’s report and the Auditor’s | Director’s report and the Auditor’s | |||||||
| report thereon may, if he so requires, | report thereon may, if he so requires, | |||||||
| by notice in writing served on the | by notice in writing served on the | |||||||
| Company, demand that the Company | Company, demand that the Company | |||||||
| sends to him, in addition to the |
sends to him, in addition to the |
|||||||
| summary financial statement, a |
summary financial statement, a |
|||||||
| complete printed copy of the |
complete printed copy of the |
|||||||
| Company’s annual accounts, together | Company’s annual accounts, together | |||||||
| with the Directors’ report and the | with the Directors’ report and the | |||||||
| Auditor’s report thereon. | Auditor’s report thereon. |
– 18 –
PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
APPENDIX III
| Currently in force | Proposed to be amended as | Proposed to be amended as | |||||
|---|---|---|---|---|---|---|---|
| No. | articles of association | No. | articles of association | ||||
| 31.1 | Except as otherwise provided in these | 31.1 | Except as otherwise provided in these | ||||
| Articles, any notice or document may | Articles, any notice or document, |
||||||
| be served by the Company and any | including any Corporate |
||||||
| notices may be served by the Board | Communication, may be served by | ||||||
| on any member either personally or | the | Company and any notices may be | |||||
| by sending it through the post in a | served by the Board on any member | ||||||
| prepaid letter addressed to such |
~~either personally or by ~~in any of the | ||||||
| member at his registered address as | following manner to the extent |
||||||
| appearing in the register or, to the | permitted by, and in compliance with | ||||||
| extent permitted by the Listing Rules | the | requirements of, the Listing |
|||||
| and all applicable laws and |
Rules: | ||||||
| regulations, by electronic means by | |||||||
| transmitting it to any electronic |
(a) | personally by leaving it at the | |||||
| number or address or website |
registered address of such |
||||||
| supplied by the member to the |
member as appearing in the |
||||||
| Company or by placing it on the | register; | ||||||
| Company’s Website provided that the | |||||||
| Company has obtained either (a) the | (b) | by sending it through the post in | |||||
| member’s prior express positive |
a prepaid letter addressed to |
||||||
| confirmation in writing or (b) the | such member at his registered | ||||||
| member’s deemed consent, in the |
address as appearing in the |
||||||
| manner specified in the Listing Rules | register ~~or,~~ ~~to~~ ~~the~~ ~~extent~~ |
||||||
| to receive or otherwise have made | ~~permitted ~~(which shall be sent | ||||||
| available to him notices and |
by airmail where the notice or | ||||||
| documents to be given or issued to | document is posted from one |
||||||
| him by the Company by such |
country to another); | ||||||
| electronic means, or (in the case of | |||||||
| notice) by advertisement published in | (c) | ~~by~~ ~~the~~ ~~Listing~~ ~~Rules~~ ~~and~~ ~~all~~ |
|||||
| the manner prescribed under the |
~~applicable laws and regulations,~~ | ||||||
| Listing Rules. In the case of joint | by electronic means by |
||||||
| holders of a share, all notices shall be | transmitting it to any electronic | ||||||
| given to that holder for the time |
number or address or website | ||||||
| being whose name stands first in the | supplied by the member to the | ||||||
| register and notice so given shall be | Company ~~or by placing it on the~~ | ||||||
| sufficient notice to all the joint |
~~Company’s~~ ~~Website~~ ~~provided~~ |
||||||
| holders. | ~~that the Company has obtained~~ | ||||||
| ~~either~~ ~~(a)~~ ~~the~~ ~~member’s~~ ~~prior~~ |
|||||||
| ~~express positive confirmation in~~ | |||||||
| ~~writing~~ ~~or~~ ~~(b)~~ ~~the~~ ~~member’s~~ |
|||||||
| ~~deemed consent, in the manner~~ | |||||||
| ~~specified in the Listing Rules to~~ | |||||||
| ~~receive or otherwise have made~~ | |||||||
| ~~available~~ ~~to~~ ~~him~~ ~~notices~~ ~~and~~ |
|||||||
| ~~documents to be given or issued~~ | |||||||
| ~~to him by the Company by such~~ | |||||||
| ~~electronic means, or~~ |
– 19 –
PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
APPENDIX III
| Currently in force | Currently in force | Currently in force | Currently in force | Proposed to be amended as | Proposed to be amended as | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| No. | articles of association | No. | articles of association | |||||||
| (d) | by placing it on the Company’s | |||||||||
| Website and the Exchange’s |
||||||||||
| website; or | ||||||||||
| (e) | (in the case of notice) |
by | ||||||||
| advertisement published in | the | |||||||||
| manner prescribed under |
the | |||||||||
| Listing Rules. In the case | of | |||||||||
| joint holders of a share, |
all | |||||||||
| notices shall be given to | that | |||||||||
| holder for the time being whose | ||||||||||
| name stands first in the register | ||||||||||
| and notice so given shall |
be | |||||||||
| sufficient notice to all the joint | ||||||||||
| holders. |
– 20 –
PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
APPENDIX III
| Currently in force | Proposed to be amended as | |||||
|---|---|---|---|---|---|---|
| No. | articles of association | No. | articles of association | |||
| 31.4 | A member shall be entitled to have | 31.4 | ~~A member shall be entitled to have~~ | |||
| notice served on him at any address | ~~notice served on him at any address~~ | |||||
| within Hong Kong. Any member who | ~~within Hong Kong. Any member who~~ | |||||
| has not given an express positive |
~~has~~ ~~not~~ ~~given~~ ~~an~~ ~~express~~ ~~positive~~ |
|||||
| confirmation in writing to the |
~~confirmation~~ ~~in~~ ~~writing~~ ~~to~~ ~~the~~ |
|||||
| Company in the manner specified in | ~~Company in the manner specified in~~ | |||||
| the Listing Rules to receive or |
~~the~~ ~~Listing~~ ~~Rules~~ ~~to~~ ~~receive~~ ~~or~~ |
|||||
| otherwise have made available to him | ~~otherwise have made available to him~~ | |||||
| notices and documents to be given or | ~~notices and documents to be given or~~ | |||||
| issued to him by the Company by | ~~issued to him by the Company by~~ | |||||
| electronic means and whose |
~~electronic~~ ~~means~~ ~~and~~ ~~whose~~ |
|||||
| registered address is outside Hong | ~~registered address is outside Hong~~ | |||||
| Kong may notify the Company in | ~~Kong may notify the Company in~~ | |||||
| writing of an address in Hong Kong | ~~writing of an address in Hong Kong~~ | |||||
| which for the purpose of service of | ~~which for the purpose of service of~~ | |||||
| notice shall be deemed to be his | ~~notice shall be deemed to be his~~ | |||||
| registered address. A member who | ~~registered address. A member who~~ | |||||
| has no registered address in Hong | ~~has no registered address in Hong~~ | |||||
| Kong shall be deemed to have |
~~Kong~~ ~~shall~~ ~~be~~ ~~deemed~~ ~~to~~ ~~have~~ |
|||||
| received any notice which shall have | ~~received any notice which shall have~~ | |||||
| been displayed at the transfer office | ~~been displayed at the transfer office~~ | |||||
| and shall have remained there for a | ~~and shall have remained there for a~~ | |||||
| period of 24 hours and such notice | ~~period of 24 hours and such notice~~ | |||||
| shall be deemed to have been |
~~shall~~ ~~be~~ ~~deemed~~ ~~to~~ ~~have~~ ~~been~~ |
|||||
| received by such member on the day | ~~received by such member on the day~~ | |||||
| following that on which it shall have | ~~following that on which it shall have~~ | |||||
| been first so displayed, provided that, | ~~been first so displayed, provided that,~~ | |||||
| without prejudice to the other |
~~without~~ ~~prejudice~~ ~~to~~ ~~the~~ ~~other~~ |
|||||
| provisions of these Articles, nothing | ~~provisions of these Articles, nothing~~ | |||||
| in this Article shall be construed as | ~~in this Article shall be construed as~~ | |||||
| prohibiting the Company from |
~~prohibiting~~ ~~the~~ ~~Company~~ ~~from~~ |
|||||
| sending, or entitling the Company not | ~~sending, or entitling the Company not~~ | |||||
| to send, notices or other documents of | ~~to send, notices or other documents of~~ | |||||
| the Company to any member whose | ~~the Company to any member whose~~ | |||||
| registered address is outside Hong | ~~registered address is outside Hong~~ | |||||
| Kong. | ~~Kong.~~ | |||||
| Any notice or document, including | ||||||
| any Corporate Communication: | ||||||
| (a) delivered or left at a registered |
||||||
| address otherwise than by post | ||||||
| shall be deemed to have been | ||||||
| served or delivered on the day it | ||||||
| was so delivered or left; | ||||||
– 21 –
PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
APPENDIX III
| Currently in force | Currently in force | Proposed to be amended as | Proposed to be amended as | |||||
|---|---|---|---|---|---|---|---|---|
| No. | articles of association | No. | articles of association | |||||
| (b) | sent by post shall be deemed to | |||||||
| have been served on the day | ||||||||
| following that on which it is put | ||||||||
| into a post office situated within | ||||||||
| Hong Kong and in proving such | ||||||||
| service it shall be sufficient to | ||||||||
| prove that the envelope or |
||||||||
| wrapper containing the notice or | ||||||||
| document was properly prepaid, | ||||||||
| addressed and put into such post | ||||||||
| office and a certificate in |
||||||||
| writing signed by the Secretary | ||||||||
| or other person appointed by the | ||||||||
| Board that the envelope or |
||||||||
| wrapper containing the notice or | ||||||||
| document was so addressed and | ||||||||
| put into such post office shall be | ||||||||
| conclusive evidence thereof; | ||||||||
| (c) | given by electronic means as |
|||||||
| provided herein shall be deemed | ||||||||
| to have been served and |
||||||||
| delivered on the day following | ||||||||
| that on which it is successfully | ||||||||
| transmitted or at such later time | ||||||||
| as may be prescribed by the | ||||||||
| Listing Rules or any applicable | ||||||||
| laws or regulations, and it shall | ||||||||
| not be necessary for the receipt | ||||||||
| of the electronic transmission to | ||||||||
| be acknowledged by the |
||||||||
| recipient; | ||||||||
| (d) | served by being placed on the | |||||||
| Company’s Website and the |
||||||||
| Exchange’s website shall be |
||||||||
| deemed to be served at the time | ||||||||
| the notice or document first |
||||||||
| appears on the Company’s |
||||||||
| Website and the Exchange’s |
||||||||
| website, or at such later time as | ||||||||
| may be prescribed by the Listing | ||||||||
| Rules; and | ||||||||
– 22 –
PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
APPENDIX III
| Currently in force | Proposed to be amended as | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| No. | articles of association | No. | articles of association | |||||||
| (e) served by advertisement shall be |
||||||||||
| deemed to have been served on | ||||||||||
| the day of issue of the official | ||||||||||
| publication and/or newspaper(s) | ||||||||||
| in which the advertisement is | ||||||||||
| published (or on the last day of | ||||||||||
| issue if the publication and/or | ||||||||||
| newspaper(s) are published on | ||||||||||
| different dates). | ||||||||||
| 31.6 | Any notice or other document |
~~Any~~ ~~notice~~ ~~or~~ ~~other~~ ~~document~~ |
||||||||
| delivered or left at a registered |
~~delivered~~ ~~or~~ ~~left~~ ~~at~~ ~~a~~ ~~registered~~ |
|||||||||
| address otherwise than by post shall | ~~address otherwise than by post shall~~ | |||||||||
| be deemed to have been served or | ~~be deemed to have been served or~~ | |||||||||
| delivered on the day it was so |
~~delivered~~ ~~on~~ ~~the~~ ~~day~~ ~~it~~ ~~was~~ ~~so~~ |
|||||||||
| delivered or left. | ~~delivered or left.~~ | |||||||||
| 31.7 | Any notice served by advertisement | ~~Any notice served by advertisement~~ | ||||||||
| shall be deemed to have been served | ~~shall be deemed to have been served~~ | |||||||||
| on the day of issue of the official | ~~on the day of issue of the official~~ | |||||||||
| publication and/or newspaper(s) in |
~~publication~~ ~~and/or~~ ~~newspaper(s)~~ ~~in~~ |
|||||||||
| which the advertisement is published | ~~which the advertisement is published~~ | |||||||||
| (or on the last day of issue if the | ~~(or on the last day of issue if the~~ | |||||||||
| publication and/or newspaper(s) are | ~~publication and/or newspaper(s) are~~ | |||||||||
| published on different dates). | ~~published on different dates).~~ | |||||||||
| 31.8 | Any notice given by electronic means | ~~Any notice given by electronic means~~ | ||||||||
| as provided herein shall be deemed to | ~~as provided herein shall be deemed to~~ | |||||||||
| have been served and delivered on the | ~~have been served and delivered on the~~ | |||||||||
| day following that on which it | is | ~~day following that on which it is~~ | ||||||||
| successfully transmitted or at such | ~~successfully transmitted or at such~~ | |||||||||
| later time as may be prescribed by the | ~~later time as may be prescribed by the~~ | |||||||||
| Listing Rules or any applicable laws | ~~Listing Rules or any applicable laws~~ | |||||||||
| or regulations. | ~~or regulations.~~ |
– 23 –
NOTICE OF ANNUAL GENERAL MEETING
Tongdao Liepin Group 同道獵聘集團
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 6100)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting (the “ Meeting ”) of Tongdao Liepin Group (the “ Company ”) will be held at 8th Floor, Building C, RongXin Technology Centre, Guangshun North Street, Chaoyang District, Beijing, China on Thursday, 6 June 2024 at 3:00 p.m. for the following purposes:
ORDINARY RESOLUTIONS
-
To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2023.
-
To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
-
(a) to re-elect Mr. Dai Kebin as an executive director of the Company;
-
(b) to re-elect Mr. Tian Ge as an executive director of the Company;
-
(c) to re-elect Ms. Fan Xinpeng as an independent non-executive director of the Company; and
-
(d) to authorize the board of directors of the Company to fix the respective directors’ remuneration.
-
To re-appoint Messrs. KPMG as the auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.
– 24 –
NOTICE OF ANNUAL GENERAL MEETING
- 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, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy-back its shares in accordance with all applicable laws, rules and regulations;
-
(b) the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of 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 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 to be held; and
-
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
-
-
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, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Listing Rules
– 25 –
NOTICE OF ANNUAL GENERAL MEETING
coming into effect from 11 June 2024) out of treasury) and to make or grant offers, agreements, options and similar rights to subscribe for or convert any security into shares in the Company (including bonds, notes, warrants, debentures and securities convertible into shares in the Company) which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations as amended from time to time;
-
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
-
(i) a Rights Issue (as defined below);
-
(ii) the grant of options and the exercise of options under a share option scheme or similar arrangement for the time being adopted by the Company;
-
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; and
-
(iv) any adjustment, after the date of grant or issue of any options, rights to subscribe for or convert any security into shares or other securities referred to above, in the price at which shares in the Company shall be subscribed, and/or in the number of shares in the Company which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities,
shall not exceed 20% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of 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 passing of this resolution until whichever is the earliest of:
- (i) the conclusion of the next annual general meeting of the Company;
– 26 –
NOTICE OF ANNUAL GENERAL MEETING
-
(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 to be held; and
-
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.
“ Rights Issue ” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“ THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Listing Rules coming into effect from 11 June 2024) out of treasury) by the directors pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”
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NOTICE OF ANNUAL GENERAL MEETING
SPECIAL RESOLUTION
- To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:
“ THAT :
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(a) the proposed amendments to the fourth amended and restated memorandum and articles of association of the Company currently in effect (the “ Proposed Amendments ”), the details of which are set out in Appendix III to the circular of the Company dated 29 April 2024, be and are hereby approved;
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(b) the fifth amended and restated memorandum and articles of association of the Company incorporating and consolidating all the Proposed Amendments (the “ Fifth Amended and Restated M&A ”), a copy of which has been produced to this meeting and initialed by the chairman of the meeting for the purpose of identification, be and are hereby approved and adopted as the memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing fourth amended and restated memorandum and articles of association of the Company with immediate effect; and
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(c) any one Director or company secretary of the Company be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Fifth Amended and Restated M&A, including without limitation, attending to the necessary registration and filings for and on behalf of the Company with the Registrar of Companies in the Cayman Islands and Hong Kong.”
By Order of the Board Tongdao Liepin Group Dai Kebin
Chairman
PRC, 29 April 2024
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
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All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and on a poll, vote instead of him/her/it. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her/it.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong Share Registrar and Transfer Office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the meeting (i.e. not later than 3:00 p.m. on Tuesday, 4 June 2024) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Monday, 3 June 2024 to Thursday, 6 June 2024, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Share Registrar and Transfer Office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration as soon as possible but in any event not later than 4:30 p.m. on Friday, 31 May 2024.
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Holders of treasury shares, if any, have no voting rights at the general meeting(s) of the Company.
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References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, the Board of Directors of the Company comprises Mr. DAI Kebin and Mr. TIAN Ge as executive Directors; and Mr. YE Yaming, Mr. ZHANG Ximeng and Ms. FAN Xinpeng as independent non-executive Directors.
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