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Zhongguancun Science-Tech Leasing Co., Ltd. Proxy Solicitation & Information Statement 2024
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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, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Zhongguancun Science-Tech Leasing Co., Ltd., 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.
中關村科技租賃股份有限公司
ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD.
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1601)
(1) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS;
(2) PROPOSED APPOINTMENT OF
SHAREHOLDER REPRESENTATIVE SUPERVISOR;
AND
(3) NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
The notice convening the Extraordinary General Meeting of Zhongguancun Science-Tech Leasing Co., Ltd. to be held at Conference Room 617, Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC on Monday, January 20, 2025 at 2:30 p.m. is set out on pages 9 to 10 of this circular.
The form of proxy for use at the Extraordinary General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.zgclease.com). Whether or not you intend to attend the Extraordinary General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for the holding of the Extraordinary General Meeting (i.e. before 2:30 p.m. on Sunday, January 19, 2025). Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person if you so wish.
December 27, 2024
CONTENTS
Page
Definitions 1
Letter from the Board 3
Introduction 3
Proposed appointment of non-executive directors 4
Proposed appointment of shareholder representative supervisor 6
Extraordinary General Meeting 7
Closure of register of members 8
Voting by poll. 8
Recommendation 8
Notice of the 2025 First Extraordinary General Meeting 9
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Articles of Association" the articles of association of the Company, as amended from time to time
"associate(s)" has the meaning ascribed thereto under the Listing Rules
"Board" the board of directors of the Company
"Board of Supervisors" the board of supervisors of the Company
"Company" Zhongguancun Science-Tech Leasing Co., Ltd. (中國村科技租賃股份有限公司), a joint stock company incorporated under the laws of the PRC with limited liability, H Shares of which are listed on the main board of the Stock Exchange with stock code of 1601
"controlling shareholder(s)" has the meaning ascribed thereto under the Listing Rules
"Director(s)" the director(s) of the Company
"Domestic Share(s)" the domestic share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are subscribed for or credited as fully paid in RMB
"Domestic Shareholder(s)" the holder(s) of the Domestic Share(s)
"Extraordinary General Meeting" the extraordinary general meeting of the Company to be held on Monday, January 20, 2025 at 2:30 p.m. to consider and, if thought fit, to approve the resolutions contained in the notice of the meeting which is set out on pages 9 to 10 of this circular, or any adjournment thereof
"H Share(s)" the overseas listed foreign share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange
"H Shareholder(s)" the holder(s) of the H share(s)
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date" December 20, 2024, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
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DEFINITIONS
"PRC" or "China"
the People's Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"RMB"
Renminbi, the lawful currency of the PRC
"Share(s)"
collectively, the Domestic Share(s) and the H Share(s)
"Shareholder(s)"
the holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Supervisor(s)"
the supervisor(s) of the Company
"ZGC Finance"
Beijing Zhongguancun Finance Group Co., Ltd. (北京中關村科技創業金融服務集團有限公司), a company incorporated under the laws of the PRC with limited liability on February 24, 2009. ZGC Finance is a wholly-owned subsidiary of ZGC Group and also one of the controlling shareholders of the Company
"ZGC Group"
Zhongguancun Development Group Co., Ltd. (中關村發展集團股份有限公司), a company incorporated under the laws of the PRC with limited liability on March 31, 2010 and also a controlling shareholder of the Company
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LETTER FROM THE BOARD
中國村科技租賃股份有限公司
ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD.
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1601)
Non-executive Director:
Mr. ZHANG Shuqing (Chairman of the Board)
Executive Directors:
Mr. HE Rongfeng
Mr. HAUNG Wen
Independent Non-executive Directors:
Mr. CHENG Dongyue
Mr. WU Tak Lung
Ms. LIN Zhen
Registered Office:
610, 6/F, Block A
No. 2 Lizezhong 2nd Road
Chaoyang District, Beijing
the PRC
Headquarters and Principal Place of Business in China:
Floor 5 & 6, Suite 7, Courtyard 2
No. 1 West Third Ring North Road
Haidian District, Beijing
the PRC
Principal Place of Business in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai, Hong Kong
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS;
(2) PROPOSED APPOINTMENT OF
SHAREHOLDER REPRESENTATIVE SUPERVISOR;
AND
(3) NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you notice of the Extraordinary General Meeting and to provide you with information reasonably necessary to enable you to make informed decision on whether to vote for or against the resolution to be proposed at the Extraordinary General Meeting as described below.
LETTER FROM THE BOARD
ORDINARY RESOLUTIONS
1. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS
Reference is made to the announcement of the Company dated December 20, 2024 in relation to, among others, the proposed appointment of non-executive Directors. Ordinary resolutions will be proposed at the Extraordinary General Meeting to consider and approve the appointment of Mr. ZHANG Jian (張健) and Mr. WEI Tingquan (韋廷權) as non-executive Directors (the “Proposed Appointment of Directors”).
The biography of Mr. ZHANG Jian is as follows:
Mr. ZHANG Jian, aged 53, has been the secretary of the Party Committee of ZGCFinance since April 2024. Mr. ZHANG Jian has been the director of ZGC Group Party Committee Office/Group Office from June 2021 to April 2024, prior to which he served as the vice director (presiding) and director of the capital operation department of ZZGC Group from November 2012 to June 2021. Mr. ZHANG Jian has also served in several of ZGC Group Co., Ltd.’s subsidiaries, mainly including as the chairman of the board of directors of Zhongguancun Summit Enviro-protection Co., Ltd. (中關村至臻環保股份有限公司), a company with the shares of which are quoted on National Equities Exchanges and Quotations with stock code of 835461, since May 2020, as the Chairman of the Supervisory Board of Zhongguancun Science-Tech Leasing Co., Ltd. from August 2019 to August 2024 as a director of Beijing Shichuang High-tech Development Co., Ltd. (北京實創高科技發展有限責任公司) from March 2018 to December 2024 and as a director of China Beijing Equity Exchange Group Co., Ltd. (北京產權交易所有限公司) from April 2017 to September 2019. Prior to joining Zhongguancun Development Group Co., Ltd., he has also worked in multiple companies, mainly including as the vice president and senior vice president of the business department and vice general manager (presiding) at Bozheng Capital Investment Co., Ltd. (博正資本投資有限公司) from February 2011 to September 2012. From January 2005 to February 2011, he served as the vice general manager of the assets management department and the board secretary of Cernet Corporation (賽爾網絡有限公司).
Mr. ZHANG Jian graduated from Nankai University（南開大學）with a bachelor’s degree in international economics in July 1993. He obtained a master’s degree in business administration and a doctor’s degree in management from Tsinghua University School of Economics and Management（清華大學經濟管理學院）in July 1999 and January 2005, respectively.
LETTER FROM THE BOARD
The biography of Mr. WEI Tingquan is as follows:
Mr. WEI Tingquan, aged 50, has been the senior expert of ZGC Finance since January 2021, from January 2023 to September 2024, he also served as general manager of Collaborative Innovation Department of ZGC Finance and from October 2016 to January 2021, he served as the manager of the business management department of ZGC Group. Prior to joining ZGC Group, Mr. WEI Tingquan served as Head of Research and Development of China Shipbuilding Investment Development Co., Ltd. (中船投資發展有限公司) from February 2016 to October 2016 and as Senior Manager of Risk Control of China National Offshore Oil International Financial Leasing Co., Ltd. (中海油國際融資租賃有限公司) from December 2015 to January 2016. From May 2013 to November 2015, he served as Senior Manager of China National Offshore Oil Investment Holding Co., Ltd. (中海石油投資控股有限公司) and from April 2004 to April 2013, he served as Senior Manager of equity management at China National Offshore Oil Group co., Ltd. (中國海洋石油集團有限公司) Asset Management Department. Prior to that, Mr. WEI Tingquan worked as a securities investment officer in the Securities Investment Department of Beijing Guodu Securities Co., Ltd. (北京國都證券有限公司) from March 2001 to March 2004, and as a working pharmaceutical representative in the Nanning Office of Sino-american Shike Pharmaceutical Co., Ltd. (中美史克制藥有限公司) from April 1997 to April 1998. From July 1996 to April 1997, he served as a salesman of Guangxi Zhuang Autonomous Region Material Storage and Transportation Trading Corporation (廣西壯族自治區物資儲運貿易總公司).
Mr. WEI Tingquan graduated from Nankai University with a Bachelor's degree in Economics in June 1996 and a Master's degree in finance in June 2001 from the Institute of Fiscal Science, Ministry of Finance.
Save as disclosed above, Mr. ZHANG Jian and Mr. WEI Tingquan have confirmed that they do not hold any other position with the Company or any directorship in any other listed companies in the last three years. Also, Mr. ZHANG Jian and Mr. WEI Tingquan do not have any relationship with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. ZHANG Jian and Mr. WEI Tingquan do not or are not deemed to have any interest in any shares, underlying shares or debenture of the Company or any of its associated corporation within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").
LETTER FROM THE BOARD
The appointment of Mr. ZHANG Jian and Mr. WEI Tingquan as non-executive Directors will be subject to the approval of the Shareholders by an ordinary resolution at the Extraordinary General Meeting and the approval of the Beijing Municipal Bureau of Local Financial Regulation and Supervision. Mr. ZHANG Jian and Mr. WEI Tingquan will enter into service agreements with the Company as non-executive Directors. The terms of office of Mr. ZHANG Jian and Mr. WEI Tingquan will commence from the date of the approval of the Beijing Municipal Bureau of Local Financial Regulation and Supervision until the conclusion of the second session of the Board (being January 19, 2026). Mr. ZHANG Jian and Mr. WEI Tingquan may be re-elected upon expiry of their term of office pursuant to the Articles of Association. Mr. ZHANG Jian and Mr. WEI Tingquan will not receive any director's fee from the Company. Their remuneration is subject to decision by the Board from time to time with reference to their experience, duties and responsibilities, the prevailing market conditions, the remuneration policy of the Company and the recommendation from the remuneration committee of the Board.
Save as disclosed above, there are no other matters in relation to the Proposed Appointment of Directors that need to be brought to the attention of the Shareholders, nor is there any information required to be disclosed by the Company in respect of the Proposed Appointment of Directors pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
2. PROPOSED APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISOR
Reference is made to the announcement of the Company dated December 20, 2024 in relation to, among others, the proposed appointment of shareholder representative supervisor. An ordinary resolution will be proposed at the Extraordinary General Meeting to consider and approve the appointment of Mr. LUO Feifei as a shareholder representative supervisor of the second session of the Board of Supervisors (the "Proposed Appointment of Supervisor").
The biography of Mr. LUO Feifei is as follows:
Mr. LUO Feifei, aged 46, has been the Vice General Manager of ZGC Finance since December 2022. He has been a director of Beijing Qihang Venture Capital Management Co., Ltd. (北京啟航創業投資管理有限公司) since June 2023. From October 2020 to November 2022, he served as Vice President of Shenzhen Baorun Century Fund Management Co., Ltd. (深圳寶潤世紀基金管理有限公司), General Manager of Business Development Department of Jiangsu Bank Beijing Branch (江蘇銀行北京分行), and Secretary of the Board of Directors of Longping Agriculture Science Co., Ltd. (隆平農業發展股份有限公司). From July 2007 to October 2020, Mr. LUO has served as Customer Manager of Head Office Business Department, Rio de Janeiro Representative Office, Beijing Branch, Senior Customer Assistant Manager, Senior Manager, Director of China Development Bank (國家開發銀行).
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LETTER FROM THE BOARD
Mr. LUO Feifei graduated from Beijing University of Science and Technology（北京科技大學）with a bachelor's degree and a master's degree in Steel Metallurgy Major in September 2003. He obtained a doctor's degree in International Trade (Financial Direction) in management from University of International Business and Economics School of International Economics and Trade（對外經濟貿易大學國際經濟貿易學院）in July 2007.
Save as disclosed above, Mr. LUO Feifei has confirmed that he does not hold any other position with the Company or any directorship in any other listed companies in the last three years. Also, Mr. LUO Feifei does not have any relationship with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. LUO Feifei does not or is not deemed to have any interest in any shares, underlying shares or debenture of the Company or any of its associated corporation within the meaning of Part XV of the SFO.
The appointment of Mr. LUO Feifei as a shareholder representative supervisor will be subject to the approval of the Shareholders by an ordinary resolution at the Extraordinary General Meeting and the approval of the Beijing Municipal Bureau of Local Financial Regulation and Supervision. The term of office of Mr. LUO Feifei will commence from the date of the approval of the Beijing Municipal Bureau of Local Financial Regulation and Supervision until the conclusion of the second session of the Board of Supervisors (being January 19, 2026).
Mr. LUO Feifei will not enter into any service contract or employment agreement with the Company as a shareholder representative supervisor, and as a shareholder representative supervisor, Mr. LUO Feifei will not receive any remuneration (including bonuses, subsidies, allowances, and social insurance).
Save as disclosed above, there are no other matters in relation to the Proposed Appointment of Supervisor that need to be brought to the attention of the Shareholders, nor is there any information required to be disclosed by the Company in respect of the Proposed Appointment of Supervisor pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting will be held at Conference Room 617, Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC on Monday, January 20, 2025 at 2:30 p.m.
The notice of the Extraordinary General Meeting is set out on pages 9 to 10 of this circular.
Shareholders who intend to attend the Extraordinary General Meeting by proxy are required to complete and return the form of proxy, in accordance with the instructions printed thereon as soon as possible and in any event not later than 24 hours before the time appointed for the holding of the Extraordinary General Meeting (i.e. before 2:30 p.m. on Sunday, January 19, 2025). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting thereof should you so wish.
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LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Tuesday, January 14, 2025 to Monday, January 20, 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Extraordinary General Meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s headquarters and principal place of business in China at Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC (for Domestic Shareholders) or the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders) not later than 4:30 p.m. on Monday, January 13, 2025, for registration.
VOTING BY POLL
According to Rule 13.39(4) of the Listing Rules, the votes of Shareholders at the Extraordinary General Meeting will be taken by poll.
RECOMMENDATION
The Directors are of the view that the resolutions set out in the notice of the Extraordinary General Meeting to be considered and approved by the Shareholders is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favor of the resolutions to be proposed at the Extraordinary General Meeting.
By order of the Board
Zhongguancun Science-Tech Leasing Co., Ltd.
ZHANG Shuqing
Chairman
Beijing, the PRC, December 27, 2024
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
中關村科技租賃股份有限公司
ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD.
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1601)
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that 2025 first extraordinary general meeting (the “Extraordinary General Meeting”) of Zhongguancun Science-Tech Leasing Co., Ltd. (the “Company”) will be held on Monday, January 20, 2025 at 2:30 p.m. at Conference Room 617, Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the People’s Republic of China (the “PRC” or “China”), for the purposes of considering and, if thought fit, passing the following resolutions:
ORDINARY RESOLUTIONS
- To consider and approve the appointment of Mr. ZHANG Jian as a non-executive director of the Company;
- To consider and approve the appointment of Mr. WEI Tingquan as a non-executive director of the Company; and
- To consider and approve the appointment of Mr. LUO Feifei as a shareholder representative supervisor of the Company.
By order of the Board
Zhongguancun Science-Tech Leasing Co., Ltd.
ZHANG Shuqing
Chairman
Beijing, the PRC, December 27, 2024
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
Notes:
- CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Tuesday, January 14, 2025 to Monday, January 20, 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Extraordinary General Meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's headquarters and principal place of business in China at Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC (for Domestic Shareholders) or the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for H Shareholders) not later than 4:30 p.m. on Monday, January 13, 2025, for registration.
- PROXY
Shareholders entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies to attend and vote in their stand. A proxy need not be a shareholder of the Company.
The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorised in writing. If the shareholder is a corporate body, the form of proxy must be either executed under its common seal or under the hand of its legal representative(s) or director(s) or duly authorised attorney(s). If the form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation documents must be notarised.
The form of proxy together with the power of attorney or other authorisation documents (if any) must be lodged at the Company's headquarters and principal place of business in China at Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC (for holders of domestic shares) or the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares) in person or by post not less than 24 hours before the time fixed for holding the Extraordinary General Meeting (i.e. before 2:30 p.m. on Sunday, January 19, 2025) or any adjournment thereof (as the case may be). Shareholders can still attend and vote in person at the Extraordinary General Meeting upon completion and return of the form of proxy.
- CONTACT DETAILS OF THE COMPANY
Contact Address: Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC
Contact Person: HE Rongfeng/HUANG Wen
Contact Telephone: (86) 010 8345 3806/(86) 010 8345 3805
Contact Fax: (86) 010 8345 3809
- VOTING BY POLL
According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at the Extraordinary General Meeting must be taken by poll.
- OTHER BUSINESS
The Extraordinary General Meeting is expected to last for approximately half a day. Shareholders (in person or by proxy) attending the Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.
Shareholders or their proxies attending the Extraordinary General Meeting shall produce their identity documents.
The details about the aforesaid resolutions proposed at the Extraordinary General Meeting are set out in the circular of the Company dated December 27, 2024.
As at the date of this notice, the Board comprises Mr. HE Rongfeng and Mr. HUANG Wen as executive Directors, Mr. ZHANG Shuqing as non-executive Director, and Mr. CHENG Dongyue, Mr. WU Tak Lung and Ms. LIN Zhen as independent non-executive Directors.
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