CHINA ELECTRONICS OPTICS VALLEY UNION HOLDING COMPANY LIMITED 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 your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Electronics Optics Valley Union Holding Company Limited, you should at once hand this circular, together with the enclosed 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 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.
China Electronics Optics Valley Union Holding Company Limited
中 電 光 谷 聯 合 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 798)
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of China Electronics Optics Valley Union Holding Company Limited to be held at the meeting room on 10/F, Building No. 1, Higher Level, Creative Capital, 16 Ye Zhi Hu West Road, Hongshan District, Wuhan, Hubei, PRC on Friday, 18 June 2021 at 2:00 p.m. is set out in this circular.
In order to be valid, whether or not you are able to attend the Annual General Meeting, you are requested to complete and sign the enclosed form of proxy of the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof (as the case may be) (i.e. not later than Wednesday, 16 June 2021 at 2:00 p.m. Hong Kong time, in respect of the Annual General Meeting). Completion and return of the form of proxy will not preclude shareholders from attending and voting in persons at the meeting should they so wish.
Such circular and form of proxy are also published on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.ceovu.com).
21 April 2021
CONTENTS
Page | ||
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
Letter from the Board | ||
1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
2. | Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . | 4 |
3. | Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . | 4 |
4. | Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . | 4 |
5. | Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . | 5 |
6. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
Appendix I | - Details of the Directors Proposed to be Re-elected at the | |
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . | 6 | |
Appendix II - Explanatory Statement on the Share Repurchase Mandate . . . . . . . . | 12 | |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . | 15 |
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AAA Finance" | AAA Finance and Investment Holdings Limited, a limited liability |
company incorporated in the British Virgin Islands which is wholly- | |
owned by Mr. Huang Liping, a Director and one of the Company's | |
substantial shareholders | |
"Annual General Meeting" | the annual general meeting of the Company to be held at the meeting |
room on 10/F, Building No. 1, Higher Level, Creative Capital, 16 | |
Ye Zhi Hu West Road, Hongshan District, Wuhan, Hubei, PRC on | |
Friday, 18 June 2021 at 2:00 p.m. to consider and, if appropriate | |
(where applicable), to approve the resolutions contained in the notice | |
of the meeting which is set out on pages 15 to 19 of this circular, or | |
any adjournment thereof | |
"Articles of Association" | the articles of association of the Company currently in force |
"Board" | the board of Directors of the Company |
"Company" | China Electronics Optics Valley Union Holding Company Limited, a |
company incorporated in the Cayman Islands with limited liability, the | |
shares of which are listed on the main board of the Stock Exchange | |
"Director(s)" | director(s) of the Company |
"HKD" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Latest Practicable Date" | 15 April 2021, being the latest practicable date prior to the printing |
of this circular for ascertaining certain information in this circular | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
(as amended from time to time) | |
"Share(s)" | ordinary share(s) of HKD0.1 each in the issued share capital of |
the Company or if there has been a 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 | |
"Share Issuance Mandate" | the proposed granting of general mandate to the Directors to allot, |
issue or deal with new Shares in total not exceeding 20% of the total | |
number of issued shares of the Company as at the date of passing | |
of the ordinary resolution as contained in item 9 of the notice of the | |
Annual General Meeting set out on pages 15 to 19 of this circular |
- 1 -
DEFINITIONS | |
"PRC" | the People's Republic of China |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of |
Hong Kong) | |
"Share Repurchase Mandate" | the proposed granting of general mandate to the Directors to repurchase |
Shares on the Stock Exchange in total not exceeding 10% of the total | |
issued shares of the Company as at the date of passing of the ordinary | |
resolution as contained in item 8 of the notice of the Annual General | |
Meeting set out on pages 15 to 19 of this circular | |
"Shareholder(s)" | holder(s) of Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Codes" | the Codes on Takeovers and Mergers and Share Buy-backs published |
by the Securities and Futures Commission as amended from time to | |
time |
- 2 -
LETTER FROM THE BOARD
China Electronics Optics Valley Union Holding Company Limited
中 電 光 谷 聯 合 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 798)
Non-executive Directors: | Registered Office: |
Liu Guilin (Chairman) | Clifton House, 75 Fort Street |
Xiang Qunxiong | PO Box 1350 |
Grand Cayman KY1-1108 | |
Zhang Jie | |
Cayman Islands | |
Sun Ying | |
Independent Non-executive Directors: | Headquarters and Principal Place of |
Business in the PRC: | |
Qi Min | |
Building No. 1, Higher Level | |
Qiu Hongsheng | |
Creative Capital | |
Chan Ching Har Eliza | |
16 Ye Zhi Hu West Road | |
Executive Directors: | Hongshan District |
Wuhan, Hubei, PRC | |
Huang Liping (President) | |
Hu Bin (Executive President) | Principal Place of Business |
in Hong Kong: | |
19/F, Cheung Kong Center | |
Queen's Road Central | |
Central | |
Hong Kong | |
Hong Kong, 21 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Friday, 18 June 2021.
- 3 -
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
In accordance with Article 108(A) of the Articles of Association, Mr. Zhang Jie and Ms. Sun Ying will retire as Directors at the Annual General Meeting. In addition, in accordance with Article 112 of the Articles of Association, Mr. Liu Guilin and Mr. Xiang Qunxiong, who were appointed as the Directors by the Board on 26 November 2020, will hold office until the Annual General Meeting. All the aforesaid Directors are eligible and will offer themselves for re-election at the Annual General Meeting.
The nomination committee of the Company 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 and Policy for Nomination of Directors and the Company's corporate strategies), and the independence of all independent non-executive Directors. The nomination committee has recommended to the Board on re-election of all the retiring Directors.
Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on 24 June 2020, the Directors were granted general mandate to repurchase Shares. The mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, it is recommended to propose an ordinary resolution at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange in total not exceeding 10% of the total issued shares of the Company as at the date of passing of the ordinary resolution as contained in item 8 of the notice of the Annual General Meeting (i.e. 757,435,200 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). The Directors hereby declare that they have no present plans to repurchase any Shares pursuant to the Share Repurchase Mandate.
An explanatory statement as required by the Listing Rules to provide Shareholders with requisite information reasonably necessary for Shareholders to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 24 June 2020, the Directors were granted general mandate to issue Shares. The mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, it is recommended to propose an ordinary resolution at the Annual General Meeting to approve the granting of the Share Issuance Mandate to the Directors to allot, issue or deal with additional Shares in total not exceeding 20% of the total issued shares of the Company as at the date of passing of the ordinary resolution as contained in item 9 of the notice of the Annual General Meeting (i.e. 1,514,870,400 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 will also be proposed at the Annual General Meeting to extend the Share Issuance Mandate by adding the aggregate number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate.
The Directors hereby declare that they have no present plans to issue any new Shares pursuant to Share Issuance Mandate.
- 4 -
LETTER FROM THE BOARD
5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 15 to 19 of this circular. As at the Latest Practicable Date, to the best of Directors' knowledge, information and belief, no Shareholder has any material interest in the resolutions to be proposed at the Annual General Meeting and therefore, no Shareholder is required to abstain from voting at the Annual General Meeting.
Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll, except where the chairman, in accordance with the Listing Rules, decides to allow a resolution which relates to a procedural or administrative matter to be voted 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 the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.ceovu.com). To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof (as the case may be) (i.e. not later than Wednesday, 16 June 2021 at 2:00 p.m. Hong Kong time). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish.
6. RECOMMENDATION
The Directors consider that the proposed re-election of retiring Directors and granting of the Share Repurchase Mandate and the Share Issuance Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
By order of the Board
China Electronics Optics Valley Union Holding Company Limited
Liu Guilin
Chairman
- 5 -
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.
NON-EXECUTIVE DIRECTOR
- Mr. Zhang Jie ("Mr. Zhang") Position and Experience
Mr. Zhang Jie (張傑), aged 51, is a non-executive Director appointed on 12 June 2014. Mr. Zhang has over 24 years of experience in real estate management. Mr. Zhang is currently the vice general
manager of the pension and property centre of Sunshine Insurance Group Corporation Limited* (陽光保 險集團股份有限公司), a shareholder of the Company, the chairman of Beijing Sunshine Ronghe Property Company Limited* (北京陽光融和置業有限公司), and the director and general manager of Hainan Sunshine Yihe Development Company Limited* (海南陽光頤和發展有限公司) and Hainan Sunshine Xinhai Development Company Limited* (海南陽光鑫海發展有限公司), both being subsidiaries of
Sunshine Insurance Group Corporation Limited. Mr. Zhang worked with COFCO Corporation (中糧 集團有限公司) from August 1993 to November 2011, during which he served as the assistant manager of three departments at COFCO Property Development Company Limited* (中糧置業發展有限公司),
namely the management department, the technology and equipment department and the director of
engineering, assistant to the president and subsequently vice president of Sanya Yalong Development Company Limited* (三亞亞龍灣開發股份有限公司). Mr. Zhang served as the general manager of the
property construction and operation centre of Sunshine Insurance Group Corporation Limited*(陽光保 險集團股份有限公司). He was a committee member of the Sanya Municipal Committee of the Fifth
Chinese People's Political Consultative Conference from January 2007 to January 2012 and a member of the Standing Committee of the Sanya Municipal Committee of the Sixth Chinese People's Political Consultative Conference from January 2012 to January 2017, and he has been a committee member of the Sanya Municipal Committee of the Seventh Chinese People's Political Consultative Conference since January 2017. Mr. Zhang has also been the vice president of the Sanya Real Estate Association since 2002. Mr. Zhang graduated from Tsinghua University with a bachelor's degree in engineering in June 1993, and obtained a master's degree in engineering majoring in real estate management from Tsinghua University in May 2004. Mr. Zhang obtained a certificate of national registered real estate appraiser issued by the Ministry of Housing and Urban-Rural Development of the People's Republic of China in May 1998, and a certificate of supervising engineer issued by the Beijing Municipal Commission of Housing and Urban-Rural Development in December 1998.
Mr. Zhang has not held other directorships in the last three years in any public companies of which the securities are listed on any securities market in Hong Kong or overseas.
- 6 -
APPENDIX I | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Service term
Mr. Zhang has entered into a letter of appointment with the Company for a term of three years commencing from 12 June 2020. The appointment may be terminated by written notice from either party to the other party at least one month in advance.
Relationships
Save as aforesaid, as far as the Directors are aware, Mr. Zhang does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang was not interested or deemed to be interested in any shares, underlying shares or debentures of the Company or its associated corporations as defined in Part XV of the SFO.
Director's emolument
Mr. Zhang will not receive any emolument from the Company as a Director.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
There is no other information which is discloseable nor is Mr. Zhang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Zhang that need to be brought to the attention of the Shareholders.
- 7 -
APPENDIX I | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
- Ms. Sun Ying ("Ms. Sun") Position and Experience
Ms. Sun Ying (孫穎), aged 38, is a non-executive Director appointed on 22 March 2018. Ms.
Sun is currently the deputy general manager of Hubei Science & Technology Investment Group Co., Ltd* (湖北省科技投資集團有限公司), a shareholder of the Company. Ms. Sun previously worked
at the deputy division level and division level of Wuhan East Lake High-tech Development Zone Development and Reform Bureau* (武漢東湖新技術開發區發展改革局) from April 2010 to September
2016. Ms. Sun is a member of China Zhi Gong Party* (致公黨). Ms. Sun graduated from University of Freiburg (Albert-Ludwigs-Universitat Freiburg im Breisgau) in 2009 with a master's degree in national economics and from Huazhong University of Science and Technology in 2015 with a doctor's degree in western economics.
Ms. Sun has not held other directorships in the last three years in any public companies of which the securities are listed on any securities market in Hong Kong or overseas.
Service term
Ms. Sun has entered into a letter of appointment with the Company for a term of three years commencing from 22 March 2021. The appointment may be terminated by written notice from either party to the other party at least one month in advance.
Relationships
Save as aforesaid, as far as the Directors are aware, Ms. Sun does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Ms. Sun was not interested or deemed to be interested in any shares, underlying shares or debentures of the Company or its associated corporations as defined in Part XV of the SFO.
Director's emolument
Ms. Sun will not receive any emolument from the Company as a Director.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
There is no other information which is discloseable nor is Ms. Sun involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Sun that need to be brought to the attention of the Shareholders.
- 8 -
APPENDIX I | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
- Mr. Liu Guilin ("Mr. Liu") Position and Experience
Mr. Liu Guilin (劉桂林), aged 49, is the chairman and a non-executive Director appointed on 26 November 2020, and the chairman of the nomination committee of the Company appointed on 22 December 2020. Mr. Liu graduated from Peking University with an Executive Master of Business
Administration. Mr. Liu currently holds a number of positions within the group of China Electronics Corporation Limited* (中國電子信息產業集團有限公司, "CEC") (the ultimate controlling shareholder
of the Company), including the chairman of the board and the Secretary of the Party Committee of China Electronics International Information Service Co., Ltd.* (中國中電國際信息服務有限公司,
"CEIS"). Mr. Liu is also the chairman of the board of directors of Shenzhen SED Industry Co., Ltd.* (深圳市桑達實業股份有限公司) (a company whose shares are listed on the Shenzhen Stock Exchange
(stock code: 000032)).
Mr. Liu was previously the Secretary of the Party Committee of China Ruida Investment Development Group Co., Ltd* (中國瑞達投資發展集團有限公司), the vice-chairman of the board, the
general manager and a member of the Party Committee of Shanxi Commerce and Investment Holding Group Co., Ltd* (山西省經貿投資控股集團有限公司), and the vice-chairman of the board, the general
manager and a member of the Party Committee of Shanxi Commerce and Assets Company* (山西省 經貿資產經營公司).
Save as aforesaid, Mr. Liu has not held other directorships in the last three years in any public companies of which the securities are listed on any securities market in Hong Kong or overseas.
Service term
Mr. Liu has entered into a letter of appointment with the Company for a term of three years commencing from 26 November 2020.
Relationships
Save as aforesaid, as far as the Directors are aware, Mr. Liu does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.
- 9 -
APPENDIX I | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Liu was not interested or deemed to be interested in any shares, underlying shares or debentures of the Company or its associated corporations as defined in Part XV of the SFO.
Director's emolument
Mr. Liu will not receive any emolument from the Company as a Director.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
There is no other information which is discloseable nor is Mr. Liu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Liu that need to be brought to the attention of the Shareholders.
- Mr. Xiang Qunxiong ("Mr. Xiang") Position and Experience
Mr. Xiang Qunxiong (向群雄), aged 56, is a non-executive Director and a member of the audit committee of the Company appointed on 26 November 2020, and was a non-executive Director from
December 2016 to May 2020. Mr. Xiang is currently the chairman of the board and the Secretary of the Party Committee of China Electronics Shenzhen Company Limited* (深圳中電投資股份有限公
司, "Shenzhen CEC") (an indirect subsidiary of CEC). Mr. Xiang previously held various positions in Shenzhen CEC including the legal consultant, the deputy director-in-charge of the legal affairs department, the head of the general manager's office, the head of legal affairs department, a director, a supervisor and the vice general manager. Mr. Xiang also held various positions in CEIS, including the director of the office of directors and supervisors, the secretary to the board of directors and the principal legal consultant.
Mr. Xiang was admitted to practise law in the PRC and is a registered corporate lawyer. Mr. Xiang was granted the second class legal consultant title for state-owned companies of the PRC in January 2015 and was appointed as an arbitrator of Shenzhen Court of International Arbitration (also known as the "Shenzhen Arbitration Commission" and the "South China International Economic and Trade Arbitration Commission") in November 2018. Mr. Xiang graduated from Zhongnan University of Economics and Law (formerly known as Zhongnan Institute of Politics and Law) in January 1993 and held a master's degree in law.
Mr. Xiang has not held other directorships in the last three years in any public companies of which the securities are listed on any securities market in Hong Kong or overseas.
- 10 -
APPENDIX I | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Service term
Mr. Xiang has entered into a letter of appointment with the Company for a term of three years commencing from 26 November 2020.
Relationships
Save as aforesaid, as far as the Directors are aware, Mr. Xiang does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Xiang was not interested or deemed to be interested in any shares, underlying shares or debentures of the Company or its associated corporations as defined in Part XV of the SFO.
Director's emolument
Mr. Xiang will not receive any emolument from the Company as a Director.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
There is no other information which is discloseable nor is Mr. Xiang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Xiang that need to be brought to the attention of the Shareholders.
* For identification purpose only
- 11 -
APPENDIX II | EXPLANATORY STATEMENT ON |
THE SHARE REPURCHASE MANDATE | |
The following is an explanatory statement as 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 Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company was 7,574,352,000 Shares.
Subject to the passing of the ordinary resolution set out in item 8 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase 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. 7,574,352,000 Shares), the Directors would be authorised under the Share Repurchase Mandate, during the period in which the Share Repurchase Mandate remains in force, to repurchase an aggregate of up to 757,435,200 Shares, representing 10% of the aggregate number of Shares in issue as at the date of the Annual General Meeting.
2. REASONS FOR SHARE REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders to grant the Share Repurchase Mandate.
Repurchases of Shares 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 Board believes that such repurchase will benefit the Company and the Shareholders.
3. FUNDING OF SHARE REPURCHASE
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
4. IMPACT OF SHARE REPURCHASE
There might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
- 12 -
APPENDIX II | EXPLANATORY STATEMENT ON |
THE SHARE REPURCHASE MANDATE | |
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares were traded on the Stock Exchange for the past 12 months were as follows:
Month | Highest | Lowest | |
HKD | HKD | ||
2020 | |||
April | 0.370 | 0.325 | |
May | 0.580 | 0.325 | |
June | 0.540 | 0.450 | |
July | 0.560 | 0.450 | |
August | 0.500 | 0.430 | |
September | 0.510 | 0.380 | |
October | 0.495 | 0.430 | |
November | 0.470 | 0.400 | |
December | 0.435 | 0.375 | |
2021 | |||
January | 0.440 | 0.390 | |
February | 0.455 | 0.395 | |
March | 0.440 | 0.405 | |
April (up to the Latest Practicable Date) | 0.425 | 0.410 | |
6. | GENERAL |
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
- 13 -
APPENDIX II | EXPLANATORY STATEMENT ON |
THE SHARE REPURCHASE MANDATE | |
7. TAKEOVERS CODES
If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Codes. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Codes), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.
As at the Latest Practicable Date, to the best knowledge of the Company, Mr. Huang Liping ("Mr. Huang"), is deemed to be interested in 1,904,188,000 Shares, representing approximately 25.14% of the issued shares of the Company. AAA Finance is interested in 1,784,188,000 Shares, representing approximately 23.56% of the issued shares of the Company. In the event that the Directors exercise the proposed Share Repurchase Mandate in full, AAA Finance's shareholding in the Company would be increased from 23.56% to 26.17%; the aggregate shareholding of Mr. Huang would be increased from 25.14% to 27.93%. Both of them would not give rise to an obligation to make a mandatory offer in accordance with the provisions of Rule 26 of the Takeovers Codes. CEIS is deemed to be interested in Shares that could control the exercise of voting rights of 2,550,000,000 Shares, representing approximately 33.67% of the issued Shares. In the event that the Directors exercise the power to make repurchases of Shares pursuant to the proposed Share Repurchase Mandate in full, CEIS shareholding in the Company would be increased to approximately 37.41% of the issued shares of the Company, which may give rise to an obligation to make a mandatory offer in accordance with the provisions of Rule 26 of the Takeovers Codes.
The Directors believe that the increase of shareholding interest would not reduce the public holding of issued share capital to lower than 25% (or such prescribed minimum percentage as determined by the Stock Exchange). The Directors have no intention to exercise the Share Repurchase Mandate to an extent that would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes and would cause the aggregate public holding of issued Shares to be lower than the prescribed minimum percentage as determined by the Stock Exchange.
8. REPURCHASE OF SHARES MADE BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company had not repurchased any of its Shares (whether on the Stock Exchange or otherwise).
- 14 -
NOTICE OF ANNUAL GENERAL MEETING
China Electronics Optics Valley Union Holding Company Limited
中 電 光 谷 聯 合 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 798)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Electronics Optics Valley Union Holding Company Limited (the "Company") will be held at the meeting room on 10/F, Building No. 1, Higher Level, Creative Capital, 16 Ye Zhi Hu West Road, Hongshan District, Wuhan, Hubei, PRC on Friday, 18 June 2021 at 2:00 p.m. for the following purposes:
- To receive the audited consolidated financial statements, directors' report and auditors' report of the Company for the year ended 31 December 2020.
- To declare a final dividend of HKD2 cents per Share for the year ended 31 December 2020.
- To re-elect Mr. Zhang Jie as a non-executive director of the Company.
- To re-elect Ms. Sun Ying as a non-executive director of the Company.
- To re-elect Mr. Liu Guilin as a non-executive director of the Company.
- To re-elect Mr. Xiang Qunxiong as a non-executive director of the Company.
- To authorise the board of directors of the Company to fix the remuneration of each of the directors.
-
To consider and if thought fit, to pass, with or without amendments or modifications, the following resolution as an ordinary resolution:
"THAT: - 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 repurchase its shares in accordance with all applicable laws, rules and regulations;
- 15 -
NOTICE OF ANNUAL GENERAL MEETING
- the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased according to the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision must be the same; and
-
for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- 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 other applicable laws to be held; and
- the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders at general meeting."
9. To consider and if thought fit, to pass, with or without amendments or modifications, the following resolution as an ordinary resolution:
"THAT:
- subject to paragraph (c) 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, and during or after the Relevant Period (as defined below) to make or grant offers, agreements and options which would or might require the exercise of such powers in accordance with all applicable laws, rules and regulations;
- the mandate in paragraph (a) above shall authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
- 16 -
NOTICE OF ANNUAL GENERAL MEETING
- 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:
- a Rights Issue (as defined below);
- the exercise of subscription or exchange option under the terms of any existing warrants, bonds, debentures, notes or other securities carrying the right to subscribe for or exchange into shares of the Company;
- the issue of shares pursuant to the exercise of options under a share option scheme of the Company; and
- 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,
shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision must be the same; and
-
for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- 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 other applicable laws to be held; and
- the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders at 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 of the Company 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)."
- 17 -
NOTICE OF ANNUAL GENERAL MEETING
10. To consider and if thought fit, to pass, with or without amendments or modifications, the following resolution as an ordinary resolution:
"THAT conditional upon the passing of the resolutions set out in items 8 and 9 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 9 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 by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of shares repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 8 of the Notice, provided that such amount shall not exceed 10% of the total issued shares of the Company as at the date of passing of this resolution."
By order of the Board
China Electronics Optics Valley Union Holding Company Limited
Liu Guilin
Chairman
Hong Kong, 21 April 2021
Notes:
- All resolutions at the Annual General Meeting of the Company (the "Meeting") (except those relating to procedural or administrative matters, which should be taken by a show of hands as the Chairman may decide) will be taken by poll 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.
- Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy (or more than one proxies) to attend and vote at the Meeting on behalf of him/her when the resolutions are taken by poll. A proxy needs not be a shareholder of the Company. If more than one proxies are so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed in the relevant form of proxy.
For a vote by poll, each shareholder attending by himself/herself or by proxy shall have one vote per share. - 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 is a certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof (as the case may be) (i.e. not later than Wednesday, 16 June 2021 at 2:00 p.m. (Hong Kong time)). Completion and return of the form of proxy shall not preclude Shareholders of the Company from attending and voting in persons at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
- 18 -
NOTICE OF ANNUAL GENERAL MEETING
- For determining the eligibility to attend and vote at the above Meeting, the register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021, both dates inclusive, during which period no share transfers will be registered. In order to be eligible to attend and vote at the Meeting, unregistered shareholders of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 11 June 2021.
- For determining the entitlement to the proposed final dividend (subject to the approval by the Shareholders at the Meeting), the register of members of the Company will be closed from Wednesday, 4 August 2021 to Thursday, 5 August 2021, both dates inclusive, during which period no share transfers will be registered. In order to qualify for the proposed final dividend, unregistered shareholders of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 3 August 2021.
- References to time and dates in this notice are to Hong Kong time and dates.
- 19 -
Attachments
- Original document
- Permalink
Disclaimer
China Electronics Optics Valley Union Holding Co. Ltd. published this content on 20 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 08:54:04 UTC.
