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Ulferts International Limited — Proxy Solicitation & Information Statement 2021
Dec 31, 2021
50108_rns_2021-12-31_d9fe1dd2-d545-4997-b734-dcf7e91fa6a9.pdf
Proxy Solicitation & Information Statement
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THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Shougang Concord Grand (Group) Limited, you should at once hand this supplemental circular and the accompanying second form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental 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 supplemental circular.
首長四方(集團)有限公司[] SHOUGANG CONCORD GRAND (GROUP) LIMITED*
(Incorporated in Bermuda with limited liability)
(Stock Code: 730)
SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 8 DECEMBER 2021 IN RELATION TO THE PROPOSED CHANGE OF COMPANY NAME
AND
SUPPLEMENTAL NOTICE OF SPECIAL GENERAL MEETING
A supplemental notice convening the special general meeting of Shougang Concord Grand (Group) Limited (the “ Company ”) to be held at 3:30 p.m. on Tuesday, 25 January 2022 at 11/F, China Railway Construction Building, No. 20 Shijingshan Road, Shijingshan District, Beijing, PRC (the “ SGM ”) is set out on pages 7 to 8 of this supplemental circular.
Whether or not you are able to attend the SGM, you are requested to complete the enclosed second form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the enclosed second form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.
PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING
Please see pages 1 to 2 of this supplemental circular for measures to be taken at the SGM in trying to prevent and control the spread of the COVID-19, including:
• compulsory body temperature checks • requirement of wearing surgical face masks • no refreshments
Shareholders attending the SGM in person may be required to comply with the precautionary measures and/or quarantine restrictions modified from time to time under PRC laws or regulations.
Any person who does not comply with the precautionary measures may be denied entry into the SGM venue at the absolute discretion of the Company as permitted by law. The Company reminds Shareholders that physical attendance is not necessary for the purpose of exercising Shareholders’ rights and encourages Shareholders to exercise their right to vote by appointing the Chairman of the SGM as their proxy instead of attending the SGM in person.
31 December 2021
- For identification purpose only
CONTENTS
| Page | |
|---|---|
| Precautionary Measures for the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| Supplemental Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
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PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING
In view of the ongoing COVID-19 pandemic and recent requirements for the prevention and control of its spread, the Company will implement the following preventive measures at the SGM to protect attending Shareholders, staff and other stakeholders from the risk of infection.
VOTING BY PROXY IN ADVANCE OF THE SGM
The Company does not in any way wish to diminish the opportunity available to the Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect the Shareholders from possible exposure to the COVID-19. For the health and safety of the Shareholders, and in view of the limit on attendance and seating capacity as may be legally required, the Company would like to encourage Shareholders to exercise their right to vote at the SGM by appointing the Chairman of the SGM as their proxy instead of attending the SGM in person. Physical attendance is not necessary for the purpose of exercising Shareholders’ rights. Completion and return of the second proxy form will not preclude the Shareholders from attending and voting in person at the SGM or any adjournment thereof should they subsequently so wish.
PRECAUTIONARY MEASURES AT THE SGM
Shareholders attending the SGM in person may be required to comply with the precautionary measures and/or quarantine restrictions modified from time to time under PRC laws or regulations.
The Company will implement the following precautionary measures at the SGM to safeguard the health and safety of the attending Shareholders, staff and other stakeholders:
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(i) compulsory body temperature checks will be conducted on every attendee at the entrance of the SGM venue. Any person with a body temperature above reference range quoted by the Department of Health from time to time, or exhibiting respiratory inflection or flu-like symptoms, may be denied entry into the SGM venue;
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(ii) every attendee will be required to submit a completed and signed Health Declaration Form prior to entry into the SGM venue. The completed and signed Health Declaration Form must be ready for collection at the main entrance of the SGM venue to ensure prompt and smooth processing;
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(iii) every attendee will be required to wear a surgical face mask throughout the SGM. Please note that no masks will be provided at the SGM venue and attendees should bring and wear their own masks;
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(iv) seating at the SGM will be arranged to ensure adequate physical distancing between attendees so as to reduce interaction between them; and
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(v) no refreshments will be served.
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PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING
If any Shareholder chooses not to attend the SGM in person but has any question about the resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to the Company’s principal office in Hong Kong. If any Shareholder has any questions relating to the SGM, please contact Tricor Tengis Limited, the Company’s branch share registrar and transfer office in Hong Kong, the details of which are as follows:
Tricor Tengis Limited Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong Email: [email protected] Telephone: 2980 1333 Facsimile: 2810 8185
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LETTER FROM THE BOARD
首長四方(集團)有限公司[] SHOUGANG CONCORD GRAND (GROUP) LIMITED*
(Incorporated in Bermuda with limited liability)
(Stock Code: 730)
Directors: Xu Liang (Chairman) Tian Gang (Executive Director) Huang Donglin (Non-executive Director) Zhang Jianxun (Non-executive Director) Tam King Ching, Kenny
(Independent Non-executive Director) Zhang Xingyu (Independent Non-executive Director) Ng Man Fung, Walter (Independent Non-executive Director) On Danita
Registered Office: Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda
Principal Office in Hong Kong: 5th Floor Bank of East Asia Harbour View Centre 56 Gloucester Road Wanchai Hong Kong
(Independent Non-executive Director)
31 December 2021
To the Shareholders
Dear Sir or Madam,
SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 8 DECEMBER 2021 IN RELATION TO THE PROPOSED CHANGE OF COMPANY NAME
AND SUPPLEMENTAL NOTICE OF SPECIAL GENERAL MEETING
1. INTRODUCTION
Reference is made to the announcement of the Company dated 28 December 2021 regarding, among others, the Revised Proposed Change of Company Name (the “ Announcement ”). Unless otherwise stated, capitalised terms used in this supplemental circular shall have the same meanings as those defined in the Announcement.
- For identification purpose only
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LETTER FROM THE BOARD
The purpose of this supplemental circular is to provide the Shareholders with details regarding the Revised Proposed Change of Company Name and the related special resolution to be proposed at the SGM, together with the supplemental notice convening the SGM.
2. WITHDRAWAL OF RESOLUTION
In order to better reflect the Company’s corporate image and future development plan in Chinese, the Board proposed to adopt the Chinese name “首惠產業金融服務集團有限公司” for identification purpose only, in place of the original proposed Chinese name of “首都產業金融服務集團有限公司” as the secondary name of the Company. Accordingly, the Board resolved at a meeting held on 28 December 2021 to withdraw the resolution numbered 1 as set out in the Original SGM Notice.
The Board intended to continue with its proposal under the Proposed Change of Company Name to change the English name of the Company from “Shougang Concord Grand (Group) Limited” to “Capital Industrial Financial Services Group Limited”.
3. REVISED PROPOSED CHANGE OF COMPANY NAME
The Board proposed to put forward a revised proposal to the Shareholders to change the English name of the Company from “Shougang Concord Grand (Group) Limited” to “Capital Industrial Financial Services Group Limited” and to adopt the Chinese name “首惠業金融服務集團有限公司” for identification purpose only.
Conditions for the Revised Proposed Change of Company Name
The Revised Proposed Change of Company Name is conditional upon the following conditions having been satisfied:
-
(i) the passing of a special resolution by the Shareholders approving the Revised Proposed Change of Company Name at the SGM; and
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(ii) the Registrar of Companies in Bermuda granting approval for the Revised Proposed Change of Company Name.
Subject to the satisfaction of the conditions set out above, the Revised Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda registers the new English name in place of the existing English name of the Company as set out in the certificate of incorporation on change of name to be issued by the Registrar of Companies in Bermuda. The Company will then carry out all necessary filing and/or registration procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). The new Chinese name “首惠產業金融服務集團有限公司” will not be registered in Bermuda or Hong Kong but will be adopted for identification purpose only.
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LETTER FROM THE BOARD
Reasons for the Revised Proposed Change of Company Name
The Board is of the view that the Revised Proposed Change of Company Name will better reflect the Group’s future strategic positioning and business development. The Board believes that the new name can bring a new atmosphere to the Company’s corporate image and identity, be conducive the Group’s current and future business expansion and brand building, and benefit the future development of the Group. Accordingly, the Board considers that the Revised Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.
Effect of the Revised Proposed Change of Company Name
The Revised Proposed Change of Company Name will not affect any rights of the Shareholders or the daily operations of the Company or its financial position. All the existing share certificates of the Company in issue bearing the existing name of the Company will, upon the Revised Proposed Change of Company Name becoming effective, continue to be effective and as documents of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Upon the Revised Proposed Change of Company Name becoming effective, all new share certificates of the Company will be issued only in the new name of the Company.
After the Revised Proposed Change of Company Name becomes effective, (i) the English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange will be changed subject to the confirmation by the Stock Exchange; and (ii) the website address of the Company will also be changed.
A special resolution will be proposed at the SGM to consider and, if thought fit, approve the Revised Proposed Change of Company Name. Further announcement(s) will be made by the Company to inform the Shareholders of, among other things, the poll results of the SGM, the effective date of the Revised Proposed Change of Company Name, the new English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange and the new website address of the Company as and when appropriate.
4. THE SGM
A supplemental notice of the SGM is set out on pages 7 to 8 of this supplemental circular. The special general meeting originally scheduled to be held at 10:30 a.m. on Friday, 31 December 2021 at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong will be postponed to be held at 3:30 p.m. on Tuesday, 25 January 2022 to consider and, if thought fit, approve the Revised Proposed Change of Company Name, and the venue of the SGM will be changed to 11/F, China Railway Construction Building, No. 20 Shijingshan Road, Shijingshan District, Beijing, PRC.
In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), voting on the special resolution to approve the Revised Proposed Change of Company Name will be taken by way of poll at the SGM. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, none of the Shareholders has direct or indirect material interest in the Revised Proposed Change of Company Name and are required to abstain from voting on the special resolution to be proposed at the SGM.
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LETTER FROM THE BOARD
A second form of proxy for use at the SGM is enclosed with this supplemental circular. Shareholders who have already completed and lodged the Original Proxy Form should note that the Original Proxy Form is no longer applicable for use at the SGM. Whether or not you are able to attend the SGM, you are requested to complete the enclosed second form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the enclosed second form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.
5. RECOMMENDATION
The Directors consider that the Revised Proposed Change of Company Name is beneficial to and in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the special resolution to be proposed at the SGM.
6. RESPONSIBILITY STATEMENT
This supplemental circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable inquiries, confirm that to the best of their knowledge and belief, the information contained in this supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading.
By order of the Board Shougang Concord Grand (Group) Limited Xu Liang Chairman
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SUPPLEMENTAL NOTICE OF SPECIAL GENERAL MEETING
首長四方(集團)有限公司[] SHOUGANG CONCORD GRAND (GROUP) LIMITED*
(Incorporated in Bermuda with limited liability)
(Stock Code: 730)
SUPPLEMENTAL NOTICE OF SPECIAL GENERAL MEETING
Reference is made to the notice dated 8 December 2021 (the “ Original SGM Notice ”) of the special general meeting of Shougang Concord Grand (Group) Limited (the “ Company ”) originally scheduled to be held at 10:30 a.m. on Friday, 31 December 2021 at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the special general meeting of the Company (the “ SGM ”) will be postponed to be held at 3:30 p.m. on Tuesday, 25 January 2022, and the venue will be changed to 11/F, China Railway Construction Building, No. 20 Shijingshan Road, Shijingshan District, Beijing, PRC, for the purpose of considering and, if thought fit, passing the following resolution as special resolution of the Company:
SPECIAL RESOLUTION
-
“ THAT
-
(a) subject to and conditional upon the approval of the Registrar of Companies in Bermuda having been obtained, the English name of the Company be changed from “Shougang Concord Grand (Group) Limited” to “Capital Industrial Financial Services Group Limited” and the Chinese name of “首惠產業金融服務集團有限公司” be adopted for identification purpose only (the “ Proposed Change of Company Name ”); and
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(b) any one or more of the directors of the Company or the officer of the Company be and is/are hereby authorised to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents and to take all such steps as he/she/they in his/her/their discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement this resolution and to attend to any necessary filing and/or registration for and on behalf of the Company in respect of the Proposed Change of Company Name.”
Yours faithfully, By order of the Board Shougang Concord Grand (Group) Limited Xu Liang Chairman
Hong Kong, 31 December 2021
- For identification purpose only
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SUPPLEMENTAL NOTICE OF SPECIAL GENERAL MEETING
Notes:
-
(1) Resolution numbered 1 as set out in the Original SGM Notice will be withdrawn and will not be put forward for voting at the SGM.
-
(2) In view of the ongoing novel coronavirus (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement certain preventive measures at the SGM, the details of which are set out under “Precautionary Measures for the Special General Meeting” on pages 1 to 2 of the supplemental circular of the Company dated 31 December 2021 to safeguard the health and safety of the attending shareholders, staff and other stakeholders of the Company.
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(3) Any member of the Company entitled to attend and vote at the SGM is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company. The Company does not in any way wish to diminish the opportunity available to the shareholders of the Company to exercise their rights and to vote, but is conscious of the pressing need to protect the shareholders from possible exposure to COVID-19. For the health and safety of the shareholders, and in view of the limit on attendance and seating capacity as may be legally required, the Company would like to encourage shareholders to exercise their right to vote at the SGM by appointing the Chairman of the SGM as their proxy instead of attending the SGM in person. Physical attendance is not necessary for the purpose of exercising shareholders’ rights.
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(4) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of any officer or attorney duly authorised.
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(5) Shareholders who have already completed and lodged the proxy form enclosed with the circular of the Company dated 8 December 2021 (the “ Original Proxy Form ”) should note that the Original Proxy Form is no longer applicable for use at the SGM. In order to be valid, the second form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting thereof.
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(6) The record date for determining the entitlement of members of the Company to attend and vote at the SGM is fixed at the close of business on Monday, 24 January 2022. In order to qualify for the entitlement to attend and vote at the SGM, all documents for the transfer of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 pm on Monday, 24 January 2022.
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(7) Completion and return of the second form of proxy will not preclude members of the Company from attending and voting in person at the SGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the second form of proxy shall be deemed to be revoked.
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(8) Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the SGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.
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