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.
This circular, for which the directors (the "Directors") of Global Link Communications Holdings Limited (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market ("GEM") of the Stock Exchange 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 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.
If you are in 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 all your shares in the Company, you should at once hand this circular and accompanying proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
GLOBAL LINK COMMUNICATIONS HOLDINGS LIMITED(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8060)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETINGThis circular will remain on the GEM website at www.hkgem.com on the "Latest Company Announcements" page for at least 7 days from the date of its posting. This circular will also be posted on the website of the Company at www.glink.hk.
A notice convening the annual general meeting (the "AGM") of the Company to be held at Lily Room on 3/ F, BEST WESTERN PLUS Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong on Tuesday, 2 August 2016 at 2:30 p.m. is set out on pages 11 to 14 of this circular. Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying proxy form to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 1712-1715, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM. The return of the proxy form will not preclude you from attending and voting in person in the AGM if you so wish.
28 June 2016
GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. GLOBAL LINK COMMUNICATIONS HOLDINGS LIMITED(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8060)
Executive Directors:
Li Kin Shing (Chairman)
Ma Yuanguang (Chief Executive Officer)
Wong Kin Wa
Independent non-executive Directors:
Leung Kwok Keung Cheung Sai Ming Liu Chun Bao
Registered office: Cricket Square Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111 Cayman Islands
Head office and principal place of business in Hong Kong:
Office C, 17th Floor Hollywood Centre
Nos. 77-91 Queen's Road West Hong Kong
28 June 2016
To the shareholders
Dear Sir or Madam
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTIONAt the annual general meeting (the "AGM") of Global Link Communications Holdings Limited (the "Company") for the year ended 31 March 2016 to be held at Lily Room on 3/F, BEST WESTERN PLUS Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong on Tuesday, 2 August 2016 at 2:30 p.m., resolutions will be proposed to grant to the directors (the "Directors") of the Company general mandates to allot, issue and deal with new shares of the Company and to repurchase shares of the Company. Resolutions will also be proposed to re-elect the Directors in accordance with the articles of association of the Company.
This circular contains the explanatory statement in compliance with the Rules (the "GEM Listing Rules") Governing The Listing of Securities on the Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and to give all the information reasonably necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolutions.
GENERAL MANDATESAt the AGM, separate ordinary resolutions will be proposed to renew the general mandates to authorise the Directors (i) to allot, issue and otherwise deal with shares of HK$0.01 each in the Company ("Shares") not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of the resolution (the "Issue Mandate"); (ii) to exercise all powers (the "Repurchase Mandate") of the Company to repurchase issued and fully paid Shares on the GEM up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the passing of the resolution; (iii) to extend the general mandate granted to the Directors to allot, issue and deal with additional Shares as mentioned in paragraph (i) above by the amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the Repurchase Mandate.
As at 21 June 2016 (the "Latest Practicable Date"), being the latest practicable date prior to printing of this circular, there were in issue an aggregate of 2,088,807,500 Shares. Subject to the passing of the proposed resolutions for the grant of the Issue Mandate and the Repurchase Mandate, and on the basis that no further Shares will be issued or repurchased prior to the date of the AGM, exercise in full of the Repurchase Mandate will result in up to 208,880,750 Shares being repurchased by the Company, and the Directors will be authorised to allot and issue under the Issue Mandate up to 417,761,500 Shares, and to the extent the Repurchase Mandate is exercised, plus the amount of Shares representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the Repurchase Mandate.
The Issue Mandate and the Repurchase Mandate shall continue in force during the period ending on the earliest of (a) the date of the next annual general meeting, (b) the date by which the next annual general meeting of the Company is required to be held by law or by its articles of association; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the shareholders in a general meeting of the Company. The existing general mandates to issue and repurchase Shares granted to the Directors at the annual general meeting of the Company on 7 August 2015 will expire at the AGM.
EXPLANATORY STATEMENTAn explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix to this circular. The information in the explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate.
RE-ELECTION OF DIRECTORSAs at the Latest Practicable Date, the executive Directors are Mr. Li Kin Shing, Mr. Ma Yuanguang, Mr. Wong Kin Wa; and the independent non-executive Directors are Mr. Leung Kwok Keung, Mr. Cheung Sai Ming and Mr. Liu Chun Bao.