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 licensed securities dealer 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 Overseas Grand Oceans Group Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or to 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 Hong Kong with limited liability under the Companies Ordinance)
(Stock code: 00081)
PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS,
GENERAL MANDATES TO BUY BACK SHARES
AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of China Overseas Grand Oceans Group Limited (the ''AGM'') to be held at 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong, on Wednesday, 12 June 2019 at 11:00 a.m. is set out on pages 14 to 19 of this circular.
Whether or not you intend to attend the AGM in person, you are requested to complete and return the form of proxy enclosed herewith in accordance with the instructions printed thereon and deposit the same with the Company's share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not later than 11:00 a.m. Monday, 10 June 2019. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.
Shareholders or proxies who attend the AGM in person will each receive ONE cake coupon as a token of the Company's appreciation. If a Shareholder is also appointed as proxy/proxies of other Shareholder(s), or a proxy represents multiple Shareholders, the number of cake coupon each of the aforesaid Shareholder or proxy will receive is limited to ONE.
24 April 2019
CONTENTS | |||
Pages | |||
Definitions . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
2. | Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
3. | General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
4. | General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
5. | Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
6. | Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
7. | Actions to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
8. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
Appendix I | - Details of Directors Proposed for Re-election . . . . . . . . . . . . . . . . . . . . . | 7 | |
Appendix II | - Explanatory Statement on the Share Buy-back Mandate . . . . . . . . . . | 11 | |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 14 | ||
Accompanying document:
-form of proxy
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DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
''AGM'' | means the annual general meeting of the Company to be |
held at 10/F., United Centre, 95 Queensway, Admiralty, | |
Hong Kong, on Wednesday, 12 June 2019, at 11:00 a.m. | |
''AGM Notice'' | means the notice convening the AGM as set out on pages |
14 to 19 of this circular | |
''Articles of Association'' | means the articles of association of the Company and its |
amendments from time to time | |
''Board'' | means the board of Directors |
''Chung Hoi Finance'' | means Chung Hoi Finance Limited, a company incorporated |
in Hong Kong with limited liability and a wholly-owned | |
subsidiary of COLI. As at the Latest Practicable Date, | |
Chung Hoi Finance was interested in 49,754,250 Shares, | |
representing approximately 1.45% of the number of Shares | |
in issue | |
''COHL'' | means China Overseas Holdings Limited, a company |
incorporated in Hong Kong with limited liability, being a | |
controlling shareholder of COLI | |
''COLI'' | means China Overseas Land & Investment Limited, a |
company incorporated in Hong Kong with limited liability | |
and whose shares are listed on the Main Board of the Stock | |
Exchange, being an controlling Shareholder of the Company |
''Companies Ordinance''
''Company''
''Directors'' ''Group'' ''HK$''
''Hong Kong''
means Companies Ordinance, (Chapter 622 of the Laws of Hong Kong), as amended from time to time
means China Overseas Grand Oceans Group Limited, a company incorporated in Hong Kong with limited liability and the Shares of which are listed on the Stock Exchange
means the directors of the Company
means the Company and its subsidiaries
means Hong Kong dollars, the lawful currency of Hong Kong
means the Hong Kong Special Administrative Region of the People's Republic of China
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DEFINITIONS | |
''Latest Practicable Date'' | means 16 April 2019, being the latest practicable date prior |
to the printing of this circular for the purpose of | |
ascertaining certain information for inclusion in this | |
circular | |
''Listing Rules'' | means the Rules Governing the Listing of Securities on the |
Stock Exchange (as amended from time to time) | |
''Ordinary Resolution(s)'' | means the proposed ordinary resolution(s) to be moved at |
the AGM, the details and notice of which are set out in the | |
AGM Notice | |
''Securities and Futures | means the Securities and Futures Ordinance (Chapter 571 of |
Ordinance'' | the Laws of Hong Kong), as amended from time to time |
''Share(s)'' | means the ordinary share(s) of the Company |
''Share Buy-back Mandate'' | means a general and unconditional mandate given to the |
Directors to exercise the power of the Company to buy back | |
at any time during the period as set out in Ordinary | |
Resolution No. 6 up to 10% of the number of Shares in | |
issue at the date passing of the Ordinary Resolution of | |
No. 6 | |
''Share Issue Mandate'' | means a general and unconditional mandate given to the |
Directors to exercise the power of the Company to allot and | |
issue Shares during the period as set out in Ordinary | |
Resolution No. 7 up to 20% of the number of Shares in | |
issue as at the date of passing of the Ordinary Resolution | |
No. 7 | |
''Shareholder(s)'' | means holder(s) of the Share(s) |
''Star Amuse'' | means Star Amuse Limited, a company incorporated under |
the laws of the British Virgin Islands with limited liability | |
and an indirect wholly-owned subsidiary of COLI. As at the | |
Latest Practicable Date, Star Amuse was interested in | |
1,262,211,316 Shares, representing approximately 36.87% | |
of the number of Shares in issue | |
''Stock Exchange'' | means The Stock Exchange of Hong Kong Limited |
''Takeovers Code'' | means Codes on Takeovers and Mergers and Share Buy- |
backs | |
''%'' | means per cent. |
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LETTER FROM THE BOARD
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock code: 00081) | |
Non-executive Directors: | Registered Office: |
Mr. YAN Jianguo (Chairman of the Board) | Suites 701-702, 7/F., |
Mr. YUNG Kwok Kee, Billy (Vice-Chairman of the Board) | Three Pacific Place, |
1 Queen's Road East, | |
Executive Directors: | Hong Kong |
Mr. ZHANG Guiqing (Chief Executive Officer) | |
Mr. WANG Man Kwan, Paul (Chief Financial Officer) | |
Mr. YANG Lin (Vice President) | |
Independent Non-executive Directors: | |
Dr. CHUNG Shui Ming, Timpson | |
Mr. LAM Kin Fung, Jeffrey | |
Mr. LO Yiu Ching, Dantes | 24 April 2019 |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS,
GENERAL MANDATES TO BUY BACK SHARES
AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
1.INTRODUCTION
The purpose of this circular is to provide you with information regarding the proposed
(i)re-electionof retiring Directors; (ii) general mandates to buy back Shares and to issue Shares; (iii) extension of the general mandate to issue Shares; and (iv) to seek your approval of the resolutions relating to these matters at the AGM.
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