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 Binhai Investment Company Limited, you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
This circular, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
(Incorporated in Bermuda with limited liability)
(Stock code: 2886)
- CONTINUING CONNECTED TRANSACTIONS REVISION OF ANNUAL CAPS OF THE
MASTER GAS SUPPLY CONNECTION AGREEMENT
AND
(2) RE-ELECTIONS OF THE RETIRING DIRECTORS
Independent financial adviser to the Independent Board Committee and
the Independent Shareholders
ALTUS CAPITAL LIMITED
A letter from the Board is set out on pages 5 to 13 of this circular. A letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders is set out on pages 14 to 15 of this circular. A letter from Altus Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 28 of this circular.
A notice convening the SGM to be held at Suites 3205-07, 32/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong at 2:30 p.m. on 24 October 2019 is set out on pages 36 to 37 of this circular. Whether or not you are able to attend the meeting in person, you are recommended to complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from subsequently attending and voting in person at the meeting or any adjournment thereof should you so wish.
8 October 2019
CONTENTS | |||
Page | |||
Definitions ............................................................................................................ | 1 | ||
Letter from the Board ......................................................................................... | 5 | ||
Letter from the Independent Board Committee ................................................. | 14 | ||
Letter from Altus Capital.................................................................................... | 16 | ||
Appendix I | - | Details of retiring Directors proposed for re-elections…………. | 29 |
Appendix II | - | General Information .............................................................. | 31 |
Notice of SGM ..................................................................................................... | 36 |
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DEFINITIONS
Unless the context otherwise requires, the following terms in this circular shall have the meanings set out below:
"Altus Capital" | Altus Capital Limited, a corporation licensed to carry |
on Type 4 (advising on securities), Type 6 (advising on | |
corporate finance) and Type 9 (asset management) regulated | |
activity under the SFO, and the independent financial adviser | |
to the Independent Board Committee and the Independent | |
Shareholders in respect of the transactions under the Master | |
Gas Supply Connection Agreement and the Revised Annual | |
Caps | |
"associates" | has the meaning ascribed to it by the Listing Rules |
"Board" | the board of Directors |
"Company" | B i n h a i I n v e s t m e n t C o m p a n y L i m i t e d , a c o m p a n y |
incorporated in Bermuda with limited liability, the ordinary | |
shares of which are listed on the Main Board of the Stock | |
Exchange (Stock code: 2886) | |
"connected person" | has the meaning ascribed to it by the Listing Rules |
"controlling shareholder(s)" | has the meaning ascribed to it by the Listing Rules |
"Director(s)" | the director(s) of the Company |
"Existing Annual Caps" | the existing annual caps for transactions contemplated under |
the Master Gas Supply Connection Agreement for each of | |
the three years ending 31 December 2021 | |
"Gas Connection Facilities | agreement(s) to be entered into between the Group and |
Construction Engagement | TEDA Group for the services of construction of gas |
Agreement(s)" | connection facilities at the factory premises of TEDA Group |
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DEFINITIONS | |
"Gas Supply Connection | services to be provided by the Group to TEDA Group |
Services" | including the organisation and completion of design, |
construction, supervision and installation of all gas | |
connection network and facilities from the gas supply | |
pipelines to the gas connection point of TEDA Group | |
including the maintenance, repair and renovation of the | |
foregoing gas facilities, etc. | |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Independent Board | the board committee of the Company comprising all |
Committee" | independent non-executive Directors, namely Mr. Ip |
Shing Hing, J.P., Mr. Lau Siu Ki, Kevin and Professor | |
Japhet Sebastian Law established to advise and make | |
recommendation to the Independent Shareholders in respect | |
of the Master Gas Supply Connection Agreement |
"Independent Shareholders" the Shareholders who or which are not prohibited or required to abstain from voting under the Listing Rules to approve the relevant transaction at a general meeting of the Company
"Latest Practicable Date" | 30 September 2019, being the latest practicable date prior |
to the bulk printing of this circular for ascertaining certain | |
information contained herein | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Master Gas Supply | the agreement dated 19 November 2018 entered into between |
Agreement" | TEDA and the Company in relation to the supply of natural |
gas by the Group to TEDA Group |
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DEFINITIONS | |
"Master Gas Supply Annual | the annual caps for transactions under the Master Gas |
Caps" | Supply Agreement for each of the three years ending 31 |
December 2021 | |
"Master Gas Supply | the agreement dated 19 November 2018 entered into between |
Connection Agreement" | TEDA and the Company in relation to the provision of Gas |
Supply Connection Services by the Group to TEDA Group | |
"PRC" | the People's Republic of China |
"Revised Annual Caps" | the revised annual caps for transactions contemplated under |
the Master Gas Supply Connection Agreement for each of | |
the three years ending 31 December 2021 | |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the |
Laws of Hong Kong) | |
"SGM" | the special general meeting of the Company to be held |
at Suites 3205-07, 32/F, Tower Two, Times Square, 1 | |
Matheson Street, Causeway Bay, Hong Kong at 2:30 | |
p.m. on 24 October 2019 to approve, among other things, | |
the Revised Annual Caps and the re-elections of retiring | |
Directors | |
"SGM Notice" | the notice convening the SGM as set out at pages 36 to 37 |
of this circular | |
"Shareholders" | the holders of the Shares |
"Shares" | ordinary shares of HK$0.10 each in the capital of the |
Company | |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
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