THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular, 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 Computer And Technologies Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy 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 (the "Stock Exchange") 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.
COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 00046)
DECLARATION OF FINAL DIVIDEND,
RE-ELECTION OF RETIRING DIRECTORS
AND
GENERAL MANDATES TO
REPURCHASE ITS OWN SHARES AND TO ISSUE NEW SHARES
A notice convening the annual general meeting to be held at Level 10, Cyberport 2, 100 Cyberport Road, Hong Kong on Wednesday, 29 May 2019 at 11:00 a.m. is set out on pages 15 to 18 of this circular.
Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Share Registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or adjournment thereof. Completion and return of the form of proxy will not prevent shareholders from attending and voting at the meeting should you so wish.
16 April 2019
CONTENTS | |||
Page | |||
Definitions . . . . . | . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | |||
Introduction . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
Re-electionof Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
Grant of Issuance Mandate, Buyback Mandate and Extension Mandate . . . . . | 4 | ||
Annual General Meeting and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Recommendation. | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Appendix I | - | Details of Directors proposed to be re-elected at | |
the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
Appendix II | - | Explanatory statement on the Buyback Mandate . . . . . . . . . | 11 |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15 | ||
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" or "Annual General | the annual general meeting of the Company to be held on |
Meeting" | Wednesday, 29 May 2019 2019 at 11:00 a.m.; |
"Board" | the board of Directors of the Company, such committee or |
sub-committee or person(s) delegated with the power and | |
authority by the board of Directors of the Company for | |
the time being; | |
"Buyback Mandate" | as defined in paragraph 4 of the Letter from the Board; |
"Bye-laws" | the bye-laws of the Company as amended from time to |
time; | |
"CG Code" | Corporate Governance Code and Corporate Governance |
Report set out in Appendix 14 to the Listing Rules; | |
"Company" | Computer And Technologies Holdings Limited, a company |
incorporated in Bermuda with limited liability, the Shares | |
of which are listed on the Stock Exchange; | |
"Director(s)" | director(s) of the Company; |
"Extension Mandate" | as defined in paragraph 4 of the Letter from the Board; |
"Final Dividend" | the proposed final dividend of HK$0.12 per Share in |
respect of the year ended 31 December 2018; | |
"Group" | the Company and its subsidiaries from time to time; |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong; |
"Hong Kong" | The Hong Kong Special Administrative Region of the |
People's Republic of China; | |
"Issuance Mandate" | as defined in paragraph 4 of the Letter from the Board; |
"Latest Practicable Date" | 8 April 2019, being the latest practicable date prior to the |
printing of this circular for ascertaining certain | |
information in this circular; | |
"Listing Rules" | The Rules Governing the Listing of Securities on the |
Stock Exchange; |
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DEFINITIONS | |
"Ordinary Resolutions" | the proposed ordinary resolutions as referred to in the |
notice of the AGM; | |
"SFO" | the Securities and Futures Ordinance, Chapter 571 of the |
Laws of Hong Kong; | |
"Share(s)" | share(s) of HK$0.10 each in the capital of the Company |
or if there has been a subsequent sub-division, | |
consolidation, reclassification or reconstruction of the | |
share capital of the Company, shares forming part of the | |
ordinary equity share capital of the Company; | |
"Shareholder(s)" | holder(s) of Share(s); |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited; and |
"Takeovers Code" | The Hong Kong Code on Takeovers and Mergers. |
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LETTER FROM THE BOARD
COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 00046)
Executive Directors: | Registered Office: |
Ng Cheung Shing (Chairman) | Clarendon House |
Cheung Wai Lam (Chief Executive Officer) | 2 Church Street |
Leung King San, Sunny | Hamilton HM 11 |
Ng Kwok Keung | Bermuda |
Independent Non-executive Directors: | Principal Place of Business |
Ha Shu Tong | in Hong Kong: |
Lee Kwok On, Matthew | Level 10 |
Ting Leung Huel, Stephen | Cyberport 2 |
100 Cyberport Road | |
Hong Kong | |
16 April 2019 | |
Dear Sir or Madam, |
DECLARATION OF FINAL DIVIDEND,
RE-ELECTION OF RETIRING DIRECTORS
AND
GENERAL MANDATES TO
REPURCHASE ITS OWN SHARES AND TO ISSUE NEW SHARES
1.INTRODUCTION
The purpose of this circular is to provide you with information in respect of the Ordinary Resolutions to be proposed at the AGM for the approval of inter alia, (i) the declaration of final dividend; (ii) re-election of the retiring Directors; and (iii) the grant of each of the Issuance Mandate, the Buyback Mandates and the Extension Mandate.
2.DECLARATION OF FINAL DIVIDEND
On 6 March 2019, the Board proposed the payment of a final dividend of HK$0.12 per Share for the year ended 31 December 2018. The payment of the final dividend is subject to approval by the Shareholders at the AGM.
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