China Starch : NOTICE OF ANNUAL GENERAL MEETING (in PDF)

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CHINA STARCH HOLDINGS LIMITED ʕ਷ዠ४છٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3838)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of China Starch Holdings Limited ("Company") will be held at Victoria Room II, 3/F, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong at 10:30 a.m. on 29 May 2018 (Tuesday) to consider and, if thought fit, transact the following ordinary businesses:

• 1. to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors ("Directors") and the auditor ("Auditor") of the Company for the year ended 31 December 2017;

• 2. to declare a final dividend for the year ended 31 December 2017;

• 3. to re-elect the retiring Directors, each as separate resolution, and to authorise the board ("Board") of Directors to fix the remuneration of the Directors;

• 4. to re-appoint SHINEWING (HK) CPA Limited as the Auditor for the year ending 31

  December 2018 and to authorise the Board to fix their remuneration;

• 5. to pass, with or without modifications, the following resolutions as ordinary resolutions:

(1)

"THAT:

(a)subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the directors ("Directors") of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares ("Shares") of HK$0.10 each in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would

or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

  • (i) a Rights Issue (as hereinafter defined in paragraph (d) below);

  • (ii) the exercise of options granted under the share option scheme or similar arrangement for the time being adopted by the Company from time to time;

  • (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association ("Articles") of the Company and other relevant regulations in force from time to time; or

  • (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

  shall not exceed 20% of the total number of issued Shares as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution numbered 5(1):

  "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or

  • (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expenses or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

(2)

"THAT:

• (a) subject to paragraph (b) below, the exercise by the directors ("Director") of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to buy back the shares ("Shares") of HK$0.10 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong ("SFC") and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares which may be bought back or agreed to be bought back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution numbered 5(2), "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:

  (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or any other applicable law of the Cayman Islands to be held; or

  • (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

(3)

"THAT conditional upon resolutions numbered 5(1) and 5(2) above being passed, the unconditional general mandate granted to the directors ("Director") of the Company to allot, issue and deal with the shares of the Company pursuant to resolution numbered 5(1) above be and it is hereby extended by the addition to the total number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Director pursuant to or in accordance with such general mandate of an amount representing the aggregate number of Shares bought back by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5(2) above."

Yours faithfully,

By order of the Board China Starch Holdings Limited

Tian Qixiang

Chairman

Hong Kong, 20 April 2018

Registered office:

Cricket Square, Hutchins Drive, P.O. Box 2681,

Grand Cayman KY1-1111, Cayman Islands

Head office and principal place of business in Hong Kong: Suite 3312, Tower 1,

Times Square,

1 Matheson Street, Causeway Bay, Hong Kong

Notes:

• 1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares ("Shares") of the Company may appoint more than one proxy to represent him and vote on his behalf at the above meeting. A proxy need not be a member of the Company.

• 2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if it/he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.

• 3. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting (or any adjourned meeting).

• 4. To ascertain shareholders' eligibility to attend and vote at the annual general meeting, the register of members will be closed from 24 May 2018 (Thursday) to 29 May 2018 (Tuesday), both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending the above meeting or any adjournment thereof, all transfer of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong by no later than 4:30 p.m. on 23 May 2018 (Wednesday).

  To ascertain shareholders' entitlement to the proposed final dividend upon passing of the resolution numbered 2 set out in this notice above, the register of members will be closed from 7 June 2018 (Thursday) to 8 June 2018 (Friday), both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the proposed final dividend, all transfer of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office at the above address by no later than 4:30 p.m. on 6 June 2018 (Wednesday).

• 5. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this announcement, the directors of the Company are:

Executive Directors:	Independent non-executive Directors:
Mr. Tian Qixiang (Chairman)	Professor Hua Qiang
Mr. Gao Shijun (Chief Executive Officer)	Mr. Sun Mingdao
Mr. Yu Yingquan	Mr. Yue Kwai Wa, Ken
Mr. Liu Xianggang