Huabao International : Announcements and Notices - Proposed Cancellation ...

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(Incorporated in Bermuda with limited liability)

(Stock code: 00336)

PROPOSED CANCELLATION OF EXISTING AUTHORIZED BUT UNISSUED PREFERENCE SHARES AND AMENDMENTS

TO THE BYE-LAWS

In order to simplify the share capital structure of the Company, the Board proposes to cancel and diminish all of the existing authorized but unissued Class 1 Preference Shares, Class 2 Preference Shares, New Preference Shares and Convertible Preference Shares and, for that purpose, proposes to amend the Bye-laws. The Cancellation of Preference Shares is subject to approval by Shareholders by way of passing of an ordinary resolution to be proposed at the 2018 AGM while the proposed amendments to the Bye-laws are subject to approval by Shareholders by way of passing a special resolution to be proposed at the 2018 AGM.

A circular containing, among other things, further information in relation to the proposed Cancellation of Preference Shares and the amendments to the Bye-laws, and a notice to convene the 2018 AGM will be dispatched to the Shareholders on or about 5 July 2018.

In order to simplify the share capital structure of the Company, the Board proposes to cancel and diminish all of the existing authorized but unissued Class 1 Preference Shares, Class 2 Preference Shares, New Preference Shares and Convertible Preference Shares and, for that purpose, proposes to amend the Bye-laws.

PROPOSED CANCELLATION OF PREFERENCE SHARES

As at the date of this announcement, the share capital of the Company is divided into 5 classes, namely (1) Ordinary Shares with an authorized share capital of HK$500,000,000 divided into 5,000,000,000 Ordinary Shares at par value of HK$0.10 each; (2) Class 1 Preference Shares with an authorized share capital of HK$35,000,000 divided into 350,000,000 Class 1 Preference Shares at par value of HK$0.10 each; (3) Class 2 Preference Shares with an authorized share capital HK$50,000,000 divided into 50,000,000 at par value of HK$1.00 each; (4) New Preference Shares with an authorized share capital of HK$52,690,000 divided into 526,900,000 New Preference Shares at par value HK$0.10 each; and (5) Convertible Preference Shares with an authorized share capital of HK$250,000,000 divided into 2,500,000,000 Convertible Preference Shares at par value of HK$0.10 each.

* For identification purpose only

The Company has issued a total of 3,107,962,876 Ordinary Shares. None of the Class 1 Preference Shares, the Class 2 Preference Shares, the New Preference Shares or the Convertible Preference Shares has been issued.

Upon completion of the Cancellation of Preference Shares, the authorized share capital of the Company shall be HK$500,000,000 divided into 5,000,000,000 Ordinary Shares.

The Cancellation of Preference Shares is subject to approval by Shareholders by way of passing of an ordinary resolution to be proposed at the 2018 AGM.

AMENDMENTS TO THE BYE-LAWS

Subject to passing of the relevant resolution on the Cancellation of Preference Shares at the 2018 AGM, the Board proposes to amend the Bye-laws such that all references to and rights regarding the Preference Shares and the New Preference Shares in the Bye-laws will be removed. However, for the avoidance of doubt, the amendments will not fetter or restrict the rights of the Company under the Listing Rules, the Companies Act of Bermuda or other relevant legislation to issue and allot shares of whatever class or grant of rights to subscribe for, or to convert any security into, shares in the Company in the future.

The proposed amendments to the Bye-laws will principally reflect the simplified share capital structure and other housekeeping amendments. The proposed amendments to the Bye-laws are subject to approval by Shareholders by way of passing a special resolution to be proposed at the 2018 AGM.

A circular containing, among other things, further information in relation to the proposed Cancellation of Preference Shares and the amendments to the Bye-laws, and a notice to convene the 2018 AGM will be dispatched to the Shareholders on or about 5 July 2018.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:

"2018 AGM"	the forthcoming annual general meeting of the Company, which is
tentatively scheduled to be held on 6 August 2018
"Board"	the board of Directors of the Company
"Bye-laws"	the bye-laws of the Company, as amended, supplemented or
modified from time to time
"Cancellation of	the proposed cancellation and diminishment of all the existing
Preference Shares"	authorized but unissued Class 1 Preference Shares, Class 2
Preference Shares, New Preference Shares and Convertible
Preference Shares of the Company
2

"Company"	Huabao International Holdings Limited, a company incorporated
in Bermuda with limited liability, the shares of which are listed on
the Main Board of the Stock Exchange
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Directors"	the directors of the Company
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchanges
"New Preference Share(s)"	the new convertible preference share(s) of HK$0.10 each in the
capital of the Company
"Preference Shares"	cumulative non-voting preference shares of HK$0.10 each in the
capital of the Company
"Share(s)" or "Ordinary	ordinary share(s) of HK$0.10 each in the share capital of the
Share(s)"	Company
"Shareholder(s)"	Shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
Huabao International Holdings Limited
POON Chiu Kwok
Executive Director
Hong Kong, 5 July 2018

By Order of the Board

As at the date of this announcement, the Board comprises five executive directors, namely Ms. CHU Lam Yiu (Chairman and CEO), Messrs. XIA Li Qun, POON Chiu Kwok, XIONG Qing and LAM Ka Yu and four independent non-executive directors, namely Mr. LEE Luk Shiu Ms. MA Yun Yan,

Dr. DING Ningning and Mr. WU Chi Keung.