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 advisers.
If you have sold or transferred all your shares in Minth Group Limited, 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 however arising from or in reliance upon the whole or any part of the contents of this circular.
MINTH GROUP LIMITED
敏 實 集 團 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 425)
PROPOSED GRANT OF GENERAL MANDATE TO
ISSUE AND REPURCHASE SHARES
AND
RETIREMENT AND RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Minth Group Limited to be held at 10 : 00 a.m. on Friday, 31 May 2019 at Room 904, 9/F, Island Place Tower, No. 510 King's Road, North Point, Hong Kong is set out on pages 20 to 24 of this circular.
Whether or not you are able to attend the annual general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time of the annual general meeting to the Hong Kong branch share registrar of Minth Group Limited, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
25 April 2019
CONTENTS
Page | ||
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
- | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
- Proposed General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
- Proposed Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . | 4 | |
- Retirement and Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
- Terms of Directors' Service Contracts and Appointment Letters . . . . . . . . . . | 6 | |
- | Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
- Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | |
- | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
- | General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 | |
APPENDIX II - PARTICULARS OF DIRECTORS AND | ||
DIRECTORS' SERVICE CONTRACTS . . . . . . . . . . . . . . . . . . . . . | 13 | |
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 20 | |
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
''Annual General | the annual general meeting of the Company to be held at 10 : 00 |
Meeting'' | a.m. on Friday, 31 May 2019 at Room 904, 9/F, Island Place |
Tower, No. 510 King's Road, North Point, Hong Kong, the | |
notice of which is set out on pages 20 to 24 of this circular, and | |
any adjournment thereof | |
''Articles'' | the articles of association of the Company adopted pursuant to a |
written resolution passed by the Shareholders on 13 November | |
2005 and as amended on 8 May 2006 and 8 May 2007 respectively | |
''Board'' | the board of Directors |
''Business Day'' | any day (excluding a Saturday and Sunday) on which licensed |
banks are generally open for business in Hong Kong | |
''Close Associate(s)'' | has the meaning ascribed to it under the Listing Rules |
''Companies Law'' | the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and |
revised) of the Cayman Islands | |
''Company'' | Minth Group Limited 敏實集團有限公司, a company |
incorporated in the Cayman Islands with limited liability and | |
the issued Shares of which are listed on the Stock Exchange | |
''Core Connected | has the meaning ascribed to it under the Listing Rules |
Person(s)'' | |
''Director(s)'' | director(s) of the Company |
''Extension Mandate'' | a general and unconditional mandate proposed to be granted to |
the Directors to the effect that the total number of Shares which | |
may be allotted and issued under the Issue Mandate may be | |
increased by an additional number representing such number of | |
Shares actually repurchased under the Repurchase Mandate | |
''Group'' | the Company and its subsidiaries |
''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 |
- 1 -
DEFINITIONS
''Issue Mandate'' | a general and unconditional mandate proposed to be granted to |
the Directors to exercise the power of the Company to allot, issue | |
or otherwise deal with new Shares up to a maximum of 20% of | |
the aggregate number of Shares in issue as at the date of passing | |
the relevant resolution at the Annual General Meeting | |
''Latest Practicable | 16 April 2019, being the latest practicable date prior to the |
Date'' | printing of this circular for ascertaining certain information in |
this circular | |
''Listing Rules'' | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
''Repurchase Mandate'' | a general and unconditional mandate proposed to be granted to |
the Directors to enable them to repurchase the Shares on the | |
Stock Exchange the number of Shares of which shall not exceed | |
10% of the aggregate number of Shares in issue as at the date of | |
passing the relevant resolution at the Annual General Meeting | |
''SFC'' | the Securities and Futures Commission of Hong Kong |
''SFO'' | the Securities and Futures Ordinance (Chapter 571 of the Laws |
of Hong Kong) | |
''Share(s)'' | ordinary share(s) of HK$0.10 each in the share capital of the |
Company | |
''Shareholder(s)'' | holder(s) of the Shares |
''Stock Exchange'' | The Stock Exchange of Hong Kong Limited |
''Takeovers Code'' | Hong Kong Code on Takeovers and Mergers and Share Buy- |
backs issued by the SFC and as amended from time to time | |
''%'' | percent |
- 2 -
LETTER FROM THE BOARD
MINTH GROUP LIMITED
敏 實 集 團 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 425)
Executive Directors: | Registered office: |
Chin Jong Hwa | Cricket Square |
Zhao Feng | Hutchins Drive |
Chin Chien Ya | P.O. Box 2681 |
Huang Chiung Hui | Grand Cayman KY1-1111 |
Cayman Islands | |
Independent Non-executive Directors: | |
Wu Fred Fong | Principal place of business |
Wang Ching | in Hong Kong: |
Yu Zheng | Room 904, 9/F |
Island Place Tower | |
No.510 King's Road | |
North Point | |
Hong Kong | |
25 April 2019 | |
To Shareholders | |
Dear Sir or Madam, |
PROPOSED GRANT OF GENERAL MANDATE TO
ISSUE AND REPURCHASE SHARES
AND
RETIREMENT AND RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include ordinary resolutions relating to the grant of the Repurchase Mandate, the Issue Mandate, the Extension Mandate, and the re-election of Directors.
- 3 -
This is an excerpt of the original content. To continue reading it, access the original document here.