PEIPORT HOLDINGS LTD. 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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Peiport Holdings Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or to the 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.
Peiport Holdings Ltd.
彼岸控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2885)
PROPOSALS FOR GENERAL MANDATES
TO ISSUE NEW SHARES AND TO REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS,
PAYMENT OF A FINAL DIVIDEND OUT OF
SHARE PREMIUM ACCOUNT,
CLOSURE OF REGISTER OF MEMBERS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of Peiport Holdings Ltd. (the ''Company'') to be held at 3/F, Pico Tower, 66 Gloucester Road, Hong Kong on Thursday, 10 June 2021 at 10:00 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.
Whether or not you are able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
In view of the ongoing coronavirus disease (''COVID-19'') pandemic, the Company will implement the following precautionary measures at the AGM to protect attending shareholders, staff and stakeholders from the risk of infection including, without limitation:
. compulsory temperature checks and health declarations;
. compulsory use of surgical face masks;
. maintaining appropriate distancing and spacing between seats; and
. No provision of refreshments or drinks.
Any person who does not comply with the precautionary measures, is with a body temperature above 37.2 degree Celsius, has any of the symptoms stated in the health declaration form or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
27 April 2021
CONTENTS | |
Pages | |
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | |
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
Proposed Grant of the Issue and Repurchase Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
Proposed Payment of Final Dividend out of Share Premium Account . . . . . . . . . . . . . . . | 5 |
Proposed Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
Language . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . | 10 |
Appendix II - Details of the Retiring Directors Proposed | |
to be Re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 13 |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15 |
- i -
DEFINITIONS
In this circular (including the Appendices), unless the context otherwise requires, the following expressions shall have the following meanings:
''AGM'' | the annual general meeting of the Company to be held at |
3/F, Pico Tower, 66 Gloucester Road, Hong Kong on | |
Thursday, 10 June 2021 at 10:00 a.m. to consider and, if | |
appropriate, 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'' or ''Articles of | the articles of association of the Company as amended from |
Association'' | time to time |
''Board'' | the board of Directors |
''China'' or ''the PRC'' | the People's Republic of China and, except where the |
context otherwise requires and only for the purpose of this | |
circular, references in this circular to China or the PRC | |
exclude Hong Kong, Macau and Taiwan | |
''Close Associate(s)'' | has the meaning ascribed to such term in the Listing Rules |
''Companies Law'' | The Companies Law, Cap. 22 (Law 3 of 1961 as |
consolidated and revised) of the Cayman Islands | |
''Company'' | Peiport Holdings Ltd. (彼岸控股有限公司), a company |
incorporated in the Cayman Islands with limited liability | |
and whose shares are listed on the main board of the Stock | |
Exchange | |
''Core Connected Person(s)'' | has the meaning ascribed to such term in the Listing Rules |
''Director(s)'' | the director(s) of the Company |
''Extended Mandate'' | a general mandate to add the aggregate number of Shares |
repurchased by the Company under the Repurchase | |
Mandate to the Issue Mandate, subject to a maximum of | |
10% of the issued Shares as at the date of passing of the | |
ordinary resolution granting such mandate | |
''Final Dividend'' | the proposed final dividend of HK1.35 cents per Share for |
the year ended 31 December 2020 to Shareholders whose | |
names appear on the register of members of the Company | |
on the record date as recommended by the Board |
- 1 -
DEFINITIONS | |
''General Mandates'' | the existing general mandates granted to the Directors to |
issue Shares and to repurchase Shares at the annual general | |
meeting of the Company held on 12 June 2020 which will | |
be expired at the conclusion of the AGM | |
''Group'' | the Company and its subsidiaries |
''HK$'' or | Hong Kong dollars, the lawful currency of Hong Kong |
''Hong Kong dollar(s)'' | |
''Hong Kong'' | the Hong Kong Special Administrative Region of the PRC |
''Issue Mandate'' | the general mandate proposed to be granted to the Directors |
at the AGM to exercise the power of the Company to allot, | |
issue and deal with new Shares up to a maximum of 20% of | |
the issued Shares as at the date of passing of the ordinary | |
resolution granting such mandate | |
''Latest Practicable Date'' | 13 April 2021 being the latest practicable date prior to the |
printing of this circular for ascertaining certain information | |
contained in this circular prior to its publication | |
''Listing Rules'' | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
''Mr. YEUNG'' | Mr. YEUNG Lun Ching (楊倫楨), the spouse of Ms. |
WONG and the founder of our Group, the chairman of our | |
Board and also one of our controlling shareholders and our | |
executive Directors | |
''Ms. WONG'' | Ms. WONG Kwan Lik (王群力), the spouse of Mr. YEUNG |
and our chief executive officer and also one of our | |
controlling shareholders and our executive Directors | |
''Nomination Committee'' | the nomination committee of the Company |
''Repurchase Mandate'' | the general mandate proposed to be granted to the Directors |
at the AGM to exercise the power of the Company to | |
repurchase Shares up to a maximum of 10% of the issued | |
Shares as at the date of passing of the ordinary resolution | |
granting such mandate | |
''SFO'' | the Securities and Futures Ordinance (Chapter 571 of the |
Laws of Hong Kong) | |
''Share(s)'' | the ordinary share(s) of HK$0.01 each in the capital of the |
Company |
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DEFINITIONS | |
''Share Premium Account'' | the share premium account of the Company, the amount |
standing to the credit of which was approximately | |
HK$102.2 million as at 31 December 2020 based on the | |
audited consolidated financial statements of the Company | |
as at that date | |
''Shareholder(s)'' | the holder(s) of the Share(s) |
''Stock Exchange'' | The Stock Exchange of Hong Kong Limited |
''Takeovers Code'' | The Codes on Takeovers and Mergers and Share Buy-backs |
of Hong Kong | |
''%'' | per cent |
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LETTER FROM THE BOARD
Peiport Holdings Ltd.
彼岸控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2885)
Executive Directors: | Registered Office: |
Mr. YEUNG Lun Ching (Chairman) | Cricket Square, |
Ms. WONG Kwan Lik | Hutchins Drive, |
Mr. YEUNG Chun Tai | P.O. Box 2681, |
Grand Cayman, | |
Independent Non-executive Directors: | KY1-1111, Cayman Islands |
Mr. NIU Zhongjie | |
Ms. YEUNG Hiu Fu Helen | Head Office and Principal Place of |
Mr. HOU Min | Business in Hong Kong: |
Unit 316, 3/F., Lakeside 1, Phase Two, | |
Hong Kong Science Park, | |
Pak Shek Kok, | |
New Territories, | |
Hong Kong | |
27 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSALS FOR GENERAL MANDATES
TO ISSUE NEW SHARES AND TO REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS,
PAYMENT OF A FINAL DIVIDEND OUT OF
SHARE PREMIUM ACCOUNT,
CLOSURE OF REGISTER OF MEMBERS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to: (i) provide you with information regarding certain resolutions to be put forward at the AGM including details of the proposed Issue Mandate, the proposed Repurchase Mandate and the proposed Extended Mandate and the payment of Final Dividend for the year ended 31 December 2020 out of Share Premium Account; (ii) set out an explanatory statement regarding the Repurchase Mandate; (iii) provide you with details of the proposed re-election of retiring Directors; and (iv) give you notice of the AGM.
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LETTER FROM THE BOARD
PROPOSED GRANT OF THE ISSUE AND REPURCHASE MANDATES
As the General Mandates granted to the Directors will be expired at the conclusion of the AGM, ordinary resolutions will be proposed at the AGM to approve the grant to the Directors of the Issue Mandate, the Repurchase Mandate and the Extended Mandate.
(a) Issue Mandate and Extended Mandate
At the AGM, ordinary resolutions will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company (i) to allot, issue and deal with Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution at the AGM; and (ii) to add the aggregate number of Shares repurchased by the Company under the Repurchase Mandate to the Issue Mandate, subject to a maximum of 10% of the issued Shares as at the date of passing of the relevant resolution. As at the Latest Practicable Date, a total of 400,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company during the period from the Latest Practicable Date to the date of the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 80,000,000 Shares.
(b) Repurchase Mandate
An ordinary resolution will be proposed at the AGM to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares not exceeding 10% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution at the AGM.
In accordance with the requirements of the Listing Rules, an explanatory statement is set out in Appendix I to this circular containing all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate.
PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT
The Board has recommended the declaration and payment of a final dividend of HK1.35 cents per Share out of the Share Premium Account for the year ended 31 December 2020, subject to the Shareholders' approval at the AGM. As at the Latest Practicable Date, the Company has 400,000,000 Shares in issue. Based on the number of issued Shares as at the Latest Practicable Date, the Final Dividend, if declared and paid, will amount to an aggregate amount of approximately HK$5.4 million. Subject to the fulfilment of the conditions set out in the paragraph headed ''Conditions of the Payment of Final Dividend out of Share Premium Account'' below, the Final Dividend is intended to be paid out of the Share Premium Account pursuant to Article 134 of the Articles and in accordance with the Companies Law.
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LETTER FROM THE BOARD
As at 31 December 2020, based on the audited consolidated financial statements of the Company, the amount standing to the credit of the Share Premium Account was approximately HK$102.2 million. Following the payment of the Final Dividend, there will be a remaining balance of approximately HK$96.8 million standing to the credit of the Share Premium Account.
(a) Conditions of the Payment of Final Dividend out of Share Premium Account
The payment of the Final Dividend out of the Share Premium Account is conditional upon the satisfaction of the following conditions:
- the passing of an ordinary resolution by the Shareholders approving the declaration and payment of the Final Dividend out of the Share Premium Account pursuant to Article 134 of the Articles; and
- the Directors being satisfied that there are no reasonable grounds for believing that the Company is, immediately following the date on which the Final Dividend is paid, unable to pay its debts as they fall due in the ordinary course of business.
Subject to the fulfilment of the above conditions, it is expected that the Final Dividend will be paid in cash on or about Thursday, 8 July 2021 to those Shareholders whose names appear on the register of members of the Company at close of business on Tuesday, 22 June 2021.
The conditions set out above cannot be waived. If the conditions set out above are not satisfied, the Final Dividend will not be paid.
- Reasons for and effect of the payment of Final Dividend out of Share Premium Account
The Board considers it is appropriate to distribute the Final Dividend in recognition of the profitability of the Group and the strong liquidity position of the Group.
After taking into account a number of factors including the financial and cash flow position of the Company, as well as to reward the shareholders for their continued support during the challenging economic environment brought by the COVID-19 pandemic and enhance investors' confidence in the Company, the Board considers it is appropriate and proposes that Final Dividend be paid out of the Share Premium Account in accordance with Article 134 of the Articles and the Companies Law. The Board considers such arrangement to be in the interests of the Company and its Shareholders as a whole.
The Board believes that the payment of the Final Dividend will not have any material adverse effect on the underlying assets, business, operations or financial position of the Group and does not involve any reduction in the authorised or issued share capital of the Company or reduction in the nominal value of the Shares or result in any change in the trading arrangements in respect of the Shares.
- 6 -
LETTER FROM THE BOARD
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
By virtue of article 84 of the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Accordingly, Mr. NIU Zhongjie and Ms. YEUNG Hiu Fu Helen will retire and being eligible, offer themselves for re-election at the AGM.
Mr. NIU Zhongjie and Ms. YEUNG Hiu Fu Helen, being the independent non-executive Directors eligible for re-election at the AGM, have confirmed their independence pursuant to Rule 3.13 of the Listing Rules.
In considering the re-elections of Mr. NIU Zhongjie and Ms. YEUNG Hiu Fu Helen as independent non-executive Directors, the Board, with the assistance and recommendation from the Nomination Committee, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, geographical background, length of service, and the professional experience, skills and expertise that a Director can provide. The Nomination Committee has recommended to the Board on reelection of all the aforesaid retiring Directors at the AGM.
The Board is of the view that each of Mr. NIU Zhongjie and Ms. YEUNG Hiu Fu Helen meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines. Besides, during their tenure as independent non-executive Directors, they have made positive contributions to the Company's strategy, policies and performance with their independent advice, comments, judgment from the perspective of their background coupled with their financial knowledge. Mr. NIU Zhongjie contributes to the diversity of the Board in age and experience as an independent non- executive director of other listed companies. Ms. YEUNG Hiu Fu Helen also contributes to the diversity of the Board in age, gender and experience as a Certified Public Accountant. In view of the above, their re-elections are considered to be beneficial to the Company.
Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above retiring Directors are set out in Appendix II to this circular.
AGM AND PROXY ARRANGEMENT
The notice of the AGM is set out on pages 15 to 19 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate, the Repurchase Mandate and the Extended Mandate, the payment of Final Dividend out of Share Premium Account and the re-election of retiring Directors.
- 7 -
LETTER FROM THE BOARD
Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the HKExnews website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.peiport.com) respectively. Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority to the Hong Kong share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Thursday, 3 June 2021 to Thursday, 10 June 2021, both days inclusive, during which period no transfers of Shares shall be effected. In order to qualify for attending and voting at the AGM, all transfers of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged for registration with the Hong Kong share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong no later than 4:00 p.m. on Wednesday, 2 June 2021.
The register of members of the Company will be closed from Friday, 18 June 2021 to Tuesday, 22 June 2021, both days inclusive, during which period no transfers of Shares shall be effected. In order to qualify for the Final Dividend, all transfers of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged for registration with the Hong Kong share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong no later than 4:00 p.m. on Thursday, 17 June 2021.
RESPONSIBILITY STATEMENT
This 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 enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or this circular misleading.
- 8 -
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the Extended Mandate, the payment of the Final Dividend out of the Share Premium Account and the re-election of retiring Directors are in the best interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Repurchase Mandate) and Appendix II (Details of the retiring Directors proposed to be re-elected at the AGM) to this circular.
LANGUAGE
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By order of the Board
Peiport Holdings Ltd.
YEUNG Lun Ching
Chairman and Executive Director
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.
1. ISSUED SHARES
As at the Latest Practicable Date, there were 400,000,000 Shares in issue.
Subject to the passing of the ordinary resolution set out in resolution no. 7 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that there is no variation to the issued Shares during the period from the Latest Practicable Date to the date of the AGM, i.e. 400,000,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 40,000,000 Shares, representing 10% of the aggregate number of the issued Shares as at the date of the AGM.
2. REASONS FOR REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.
Repurchases of Shares may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
3. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles, the applicable laws of the Cayman Islands and the Listing Rules.
4. IMPACT OF REPURCHASES
There may be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts of the Company for the year ended 31 December 2020) in the event that the 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 Repurchase Mandate to such extent as would in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
5. TAKEOVERS CODE
If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase may be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.
As at the Latest Practicable Date and insofar as the Directors are aware, the following Directors and substantial shareholders of the Company have interests in the Company:
Approximate | ||||
percentage of | ||||
shareholding | ||||
Approximate | if Repurchase | |||
percentage of | Mandate is | |||
Number of | existing | exercised | ||
Name of Shareholders | Capacity | Shares held | shareholding | in full |
YEUNG Lun Ching (Note) | Interest in a controlled | 300,000,000 | 75.00% | 83.33% |
corporation | ||||
WONG Kwan Lik (Note) | Interest of spouse | 300,000,000 | 75.00% | 83.33% |
Peiport Alpha Ltd. (Note) | Beneficial owner | 300,000,000 | 75.00% | 83.33% |
Note: Peiport Alpha Ltd. is directly interested in 300,000,000 Shares and Peiport Alpha Ltd. is 70% and 30% owned by Mr. YEUNG and Ms. WONG, respectively. Ms. WONG is the spouse of Mr. YEUNG and therefore each of Ms. WONG and Mr. YEUNG is deemed to be interested in Shares held by Peiport Alpha Ltd. pursuant to the SFO. Mr. YEUNG, Ms. WONG and Peiport Alpha Ltd. together are a group of controlling shareholders of the Company.
The Directors are not aware of any consequences, which may arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate. As at the Latest Practicable Date, so far as is known to the Directors, no Shareholder may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power in full to repurchase Shares pursuant to the Repurchase Mandate. The Directors will exercise the powers conferred by the Repurchase Mandate to repurchase Shares in circumstances, which they deem appropriate for the benefits of the Company and the Shareholders as a whole. However, the Directors have no present intention to exercise the Repurchase Mandate to the extent that the number of Shares in the hands of the public would fall below the prescribed minimum percentage of 25%.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
6. GENERAL
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective Close Associates, have any present intention to sell any Shares to the Company in the event that the granting of the 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 Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
The Company has not been notified by any Core Connected Persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
7. REPURCHASES OF SHARES MADE BY THE COMPANY
No repurchases of Shares have been made by the Company in the six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.
8. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous twelve months and up to the Latest Practicable Date were as follows:
Month | Highest | Lowest |
HK$ | HK$ | |
2020 | ||
April | 0.400 | 0.300 |
May | 0.355 | 0.305 |
June | 0.350 | 0.305 |
July | 0.445 | 0.305 |
August | 0.420 | 0.320 |
September | 0.355 | 0.295 |
October | 0.320 | 0.300 |
November | 0.450 | 0.305 |
December | 0.375 | 0.330 |
2021 | ||
January | 0.410 | 0.335 |
February | 0.430 | 0.320 |
March | 0.485 | 0.395 |
April (up to the Latest Practicable Date) | 0.440 | 0.410 |
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APPENDIX II | DETAILS OF THE RETIRING DIRECTORS |
PROPOSED TO BE RE-ELECTED AT THE AGM | |
Pursuant to the Listing Rules, the details of the Directors who will retire at the AGM according to the Articles of Association and will be proposed to be re-elected at the AGM are provided below:
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. NIU Zhongjie (牛鍾洁), aged 53, was appointed as an independent non-executive Director on 18 December 2018. He is responsible for supervising and providing independent judgment to our Board. Mr. Niu is also the chairman of the Company's nomination committee and the member of the audit committee and remuneration committee.
Mr. Niu has worked with various financial institutions and has extensive experience in equity capital markets. He served as a director of Vision Finance Asset Management Limited from February 2008 to January 2015. He has been the director of Vision Finance International Company Limited since September 2007 to present, and has also been the responsible officer of the company to carry on type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities since November 2007. Furthermore, he has been the responsible officer for type 4 (advising on securities) and type 9 (asset management) regulated activities of Vision Finance Asset Management Limited since December 2008 and July 2010, respectively.
He has served as an independent non-executive director of Nanjing Sample Technology Company Ltd. (stock code: 1708) since 27 May 2019. Mr. Niu previously served as an independent non-executive director of Gold-Finance Holdings Limited (stock code: 1462), from 3 February 2016 to 15 May 2019. He also previously served as an executive director of Beijing Sports and Entertainment Industry Group Limited (stock code: 1803), from 23 April 2015 to 7 November 2018.
Mr. Niu has entered into a letter of appointment with the Company for an initial term of 3 years commencing from 18 December 2018 which shall continue thereafter unless and until terminated by either party giving to the other not less than three months' notice in writing. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the terms of his letter of appointment, Mr. Niu is entitled to a director's fee of HK$126,000 per annum.
As at the Latest Practicable Date, Mr. Niu does not have any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.
Ms. YEUNG Hiu Fu Helen (楊曉芙), aged 45, was appointed as an independent non- executive Director on 18 December 2018. She is responsible for supervising and providing independent judgment to our Board. Ms. Yeung is also the chairwoman of the Company's audit committee and the member of the nomination committee.
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APPENDIX II | DETAILS OF THE RETIRING DIRECTORS |
PROPOSED TO BE RE-ELECTED AT THE AGM | |
Ms. Yeung has over 20 years of experience in finance and accounting. Prior to joining our Group, Ms. Yeung worked in various companies being responsible in the finance and accounting aspects, among which she served as (i) a staff accountant in the audit department of Ernst & Young in Hong Kong from September 1997 to March 1999; (ii) an accounting officer of China Overseas Land & Investment Ltd from September 1999 to 2002; (iii) an accountant of Bruker Optics Inc. from January 2006 to February 2007; (iv) the accounting manager and financial controller of PCC Asia LCC since April 2007 to June 2019 and from July 2019 to March 2020, respectively; and (v) the wealth management manager of AIA Company Limited since September 2020.
Ms. Yeung was awarded the Bachelor of Arts (Hons) Degree in Accountancy by The Hong Kong Polytechnic University in 1997. Ms. Yeung was admitted in January 2007 as a member of the Hong Kong Institute of Certified Public Accountants (''HKICPA''). She is currently a Certified Public Accountant registered with the HKICPA. She has been a member of Association of Chartered Certified Accountants since May 2006.
Ms. Yeung has entered into a letter of appointment with the Company for an initial term of 3 years commencing from 18 December 2018 which shall continue thereafter unless and until terminated by either party giving to the other not less than three months' notice in writing. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the terms of her letter of appointment, Ms. Yeung is entitled to a director's fee of HK$126,000 per annum.
As at the Latest Practicable Date, Ms. Yeung does not have any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. NIU Zhongjie and Ms. YEUNG Hiu Fu Helen (i) do not hold any other position with the Company or any of its subsidiaries; (ii) did not hold any other directorships in any other public companies the securities of which are listed on any security market in Hong Kong or overseas in the three years prior to the date hereof; (iii) do not hold any other major appointment or professional qualification; and (iv) do not have any relationship with other Directors, senior management or substantial or controlling Shareholders (as defined under the Listing Rules).
Save as disclosed above, there are no other matters concerning Mr. NIU Zhongjie and Ms. YEUNG Hiu Fu Helen that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
Peiport Holdings Ltd.
彼岸控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2885)
NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of Peiport Holdings Ltd. (the ''Company'') will be held at 3/F, Pico Tower, 66 Gloucester Road, Hong Kong on Thursday, 10 June 2021, at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditor of the Company for the year ended 31 December 2020;
- (a) To approve the declaration and payment of a final dividend of HK1.35 cents per share of the Company out of the share premium account of the Company (the ''Final Dividend'') to shareholders of the Company whose names appear on the register of members of the Company on the record date fixed by the board of directors of the Company for determining the entitlements to the Final Dividend;
- To authorise any director of the Company to take such action, do such things and execute such further documents as the director of the Company may at his absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Final Dividend;
- (a) To re-elect Mr. NIU Zhongjie as an independent non-executive director of the Company;
- To re-elect Ms. YEUNG Hiu Fu Helen as an independent non-executive director of the Company;
- To authorise the board of directors of the Company to fix the remuneration of the directors of the Company;
- To re-appoint Ernst & Young as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration;
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NOTICE OF ANNUAL GENERAL MEETING
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
6. ''THAT
- subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares or securities convertible into shares, options, warrants or similar rights to subscribe for any shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
- the aggregate number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of options under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares of the Company or right to acquire shares of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment of shares of the Company 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 in force from time to time; or (iv) any issue of shares of the Company 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 of the Company, shall not exceed 20% of the shares of the Company in issue on the date of the passing of this resolution and the said approval shall be limited accordingly;
- for the purpose of this resolution, ''Relevant Period'' means the period from the date of 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 any applicable law of the Cayman Islands to be held; or
- the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;
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NOTICE OF ANNUAL GENERAL MEETING
''Rights Issue'' means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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, or the requirements of, or the expense 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, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).''
- ''THAT
- subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law (as revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
- the aggregate number of shares of the Company which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the issued shares of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) shall be limited accordingly;
- for the purposes of this resolution, ''Relevant Period'' means the period from the date of 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 any applicable law of the Cayman Islands to be held; or
- the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.''
- ''THAT conditional upon resolutions nos. 6 and 7 above being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to resolution no. 6 above be and hereby extended by the addition to the aggregate number of the shares of the Company which may be allotted by the directors of the
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NOTICE OF ANNUAL GENERAL MEETING
Company pursuant to such general mandate an amount representing the aggregate number of the shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 7 above, provided that such amount shall not exceed 10% of the issued shares of the Company at the date of passing of this resolution.''
Yours faithfully, | |
By order of the Board | |
Peiport Holdings Ltd. | |
YEUNG Lun Ching | |
Chairman and Executive Director | |
Hong Kong, 27 April 2021 | |
Registered office: | Head office and principal place of business |
Cricket Square, | in Hong Kong: |
Hutchins Drive, | Unit 316, 3/F., Lakeside 1, Phase Two, |
P.O. Box 2681, | Hong Kong Science Park, |
Grand Cayman, KY1-1111, | Pak Shek Kok, |
Cayman Islands | New Territories, |
Hong Kong |
Notes:
- The register of members of the Company will be closed from Thursday, 3 June 2021 to Thursday, 10 June 2021, both days inclusive, during which period no transfers of shares shall be effected. In order to qualify for attending and voting at the AGM, all transfers of shares, accompanied by the relevant share certificates and transfer forms, must be lodged for registration with the Hong Kong share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong no later than 4:00 p.m. on Wednesday, 2 June 2021.
- The register of members of the Company will be closed from Friday, 18 June 2021 to Tuesday, 22 June 2021, both days inclusive, during which period no transfers of shares shall be effected. In order to qualify for the Final Dividend, all transfers of shares, accompanied by the relevant share certificates and transfer forms, must be lodged for registration with the Hong Kong share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong no later than 4:00 p.m. on Thursday, 17 June 2021.
- Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.
- To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof, must be lodged at the Hong Kong share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be).
- Completion and return of the form of proxy shall not preclude members from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should they so wish, and in such case, the form of proxy previously submitted by such member(s) shall be deemed to be revoked.
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NOTICE OF ANNUAL GENERAL MEETING
- Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall be accepted to the exclusion of the votes of the other joint holders.
- An explanatory statement containing further details regarding resolution no. 7 above is set out in Appendix I to the circular dated 27 April 2021 (the ''Circular'').
- Details of the retiring directors of the Company are set out in Appendix II to the Circular.
- If Typhoon Signal No. 8 or above, or a ''black'' rainstorm warning or extreme conditions caused by super typhoon is in effect in Hong Kong any time after 7:00 a.m. on the date of the AGM, the meeting will be postponed. The Company will post an announcement on the websites of the Company at www.peiport.com and the Stock Exchange at www.hkexnews.hk to notify members of the date, time and place of the rescheduled meeting.
As at the date of this notice, the executive Directors are Mr. YEUNG Lun Ching, Ms. WONG Kwan Lik and Mr. YEUNG Chun Tai; the independent non-executive Directors are Mr. NIU Zhongjie, Ms. YEUNG Hiu Fu Helen and Mr. HOU Min.
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Disclaimer
Peiport Holdings Ltd. published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 09:45:03 UTC.
