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 China Energy Development Holdings Limited (the ''Company''), you should at once hand this circular and the accompanying 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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 228)
GENERAL MANDATES TO ISSUE AND TO BUY-BACK SHARES,
RE-ELECTION OF DIRECTORS,
APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the ''AGM'') of the Company to be held at 15/F, 8 Wyndham Street, Central, Hong Kong on Thursday, 20 June 2019 at 2:30 p.m. is set out on pages 13 to 16 of this circular. Whether or not you are able to attend the AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit at the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
*For identification purpose only
17 May 2019
CONTENTS
Page | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD | |
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
General Mandate to Buy-back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
The Extended Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
Appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
APPENDIX I - EXPLANATORY STATEMENT ON THE | |
BUY-BACK MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
APPENDIX II - DETAILS OF DIRECTORS | |
TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . | 11 |
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 13 |
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DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
''AGM''
''AGM Notice''
''Articles of Association'' ''associates''
''BDO'' ''Board''
''Buy-back Mandate''
''Company''
''connected person(s)''
''Directors''
''Extended Issue Mandate''
''Group'' ''HK$'' ''Hong Kong''
the annual general meeting of the Company to be held at 15/F, 8 Wyndham Street, Central, Hong Kong, on Thursday, 20 June 2019 at 2:30 p.m. or any adjournment thereof to consider and, if appropriate, to approve the resolutions as set out in the AGM Notice
the notice convening the AGM which is set out on pages 13 to 16 of this circular
the Articles of Association of the Company
having the meaning ascribed thereto under the Listing Rules
BDO Limited
the board of Directors
the mandate proposed to be granted to the Directors to exercise the power of the Company to buy-back Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of Resolution 4B as set out in the AGM Notice
China Energy Development Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange with stock code: 228
having the meaning ascribed thereto under the Listing Rules
the directors of the Company
the mandate proposed to be granted to the Directors to extend the Issue Mandate by the addition thereto the number of Shares repurchased by the Company pursuant to the Buy-back Mandate, as set out in Resolution 4C of the AGM Notice
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the People's Republic of China
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DEFINITIONS
''Issue Mandate''
''Latest Practicable Date''
''Listing Rules''
''SFO''
''Share(s)''
''Shareholder(s)'' ''Stock Exchange'' ''Takeovers Code'' ''ZHONGHUI ANDA''
''%''
the mandate proposed to be granted to the Directors to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of Resolution 4A as set out in the AGM Notice
14 May 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
the Rules Governing the Listing of Securities on the Stock Exchange
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
ordinary share(s) of par value of HK$0.05 each in the share capital of the Company
holder(s) of Share(s)
The Stock Exchange of Hong Kong Limited
the Hong Kong Code on Takeovers and Mergers
ZHONGHUI ANDA CPA Limited, the proposed new auditor of the Company
per cent
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LETTER FROM THE BOARD
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 228)
Executive Directors: | Registered Office: |
Mr. Zhao Guoqiang (Chief Executive Officer and | Cricket Square |
alternate director to Dr. Gu Quan Rong) | Hutchins Drive |
P. O. Box 2681 | |
Non-executive Director: | Grand Cayman KY1-1111 |
Dr. Gu Quan Rong | Cayman Islands |
Independent Non-executive Directors: | Head office and principal place of |
Mr. Zong Ketao | business in Hong Kong: |
Mr. Cheng Chun Ying | Units 5611-12, 56th Floor |
Mr. Lee Man Tai | The Center |
99 Queen's Road Central | |
Central, Hong Kong | |
17 May 2019 | |
To the Shareholders | |
Dear Sir or Madam, |
GENERAL MANDATES TO ISSUE AND TO BUY-BACK SHARES,
RE-ELECTION OF DIRECTORS,
APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the ordinary resolutions to be proposed at the AGM to approve, inter alia: (a) the Issue Mandate, the Buy- back Mandate and the Extended Issue Mandate; (b) the re-election of Directors; and (c) the proposed appointment of ZHONGHUI ANDA as the Company's new auditor.
This circular contains the explanatory statement and gives all the information reasonably necessary to enable you to make a decision on whether to vote for or against the resolutions proposed at the AGM.
*For identification purposes only
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