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, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in PanAsialum Holdings Company Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
PanAsialum Holdings Company Limited
榮 陽 實 業 集 團 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2078)
PROPOSALS FOR GENERAL MANDATES TO ISSUE AND
BUY BACK SHARES,
EXTENSION OF THE GENERAL MANDATE TO ISSUE SHARES,
RE-ELECTION OF DIRECTORS,
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice of the Annual General Meeting to be held at élan 220, 3rd Floor, L'hotel élan, 38 Chong Yip Street, Kwun Tong, Kowloon, Hong Kong, on Thursday, 27 June 2019 at 3:00 p.m. is set out on pages 13 to 16 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is also enclosed in this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.palum.com).
Whether or not you intend to attend and vote at the Annual General Meeting in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the Annual General Meeting. 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.
Hong Kong, 24 May 2019
CONTENTS
Page | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1-2 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . | 3-6 |
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
GENERAL MANDATE TO BUY BACK SHARES . . . . . . . . . . . . . . . . . | 4 |
GENERAL MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . | 4 |
EXTENSION OF THE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . | 4 |
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . | 5 |
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . | 5-6 |
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . | 6 |
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
APPENDIX I - EXPLANATORY STATEMENT FOR | |
THE BUY BACK MANDATE . . . . . . . . . . . . . . . . . | 7-9 |
APPENDIX II - DETAILS OF THE DIRECTORS | |
TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . | 10-12 |
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . | 13-16 |
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:
"Annual General Meeting" | the annual general meeting of the Company to be held at élan |
220, 3rd Floor, L'hotel élan, 38 Chong Yip Street, Kwun Tong, | |
Kowloon, Hong Kong on Thursday, 27 June 2019 at 3:00 p.m., or | |
any adjournment thereof; | |
"Articles" | the articles of association of the Company as may be amended |
from time to time; | |
"Board" | the board of Directors; |
"Buy Back Mandate" | a general and unconditional mandate to buy back fully paid up |
Shares of up to 10% of the aggregate number of the issued Shares | |
as at the date of passing of the ordinary resolution in relation | |
thereto; | |
"Companies Law" | the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and |
revised) of the Cayman Islands, as amended, supplemented or | |
otherwise modified from time to time; | |
"Company" | PanAsialum Holdings Company Limited, an exempted company |
incorporated in the Cayman Islands with limited liability, and the | |
securities of which are listed on the Main Board of the Exchange; | |
"close associate(s)" or | has the same meaning as ascribed to it under the Listing Rules; |
"core connected person(s)" | |
"Directors" | the directors of the Company; |
"Easy Star" | Easy Star Holdings Limited; |
"Extension Mandate" | a general and unconditional mandate proposed to be granted to |
the Directors to the effect that the aggregate number of issued | |
shares of the Company bought back under the Buy Back Mandate | |
will be added to the total number of shares of the Company which | |
may be allotted, issued and dealt with under the Issue Mandate; | |
"Group" | the Company and its subsidiaries; |
"Hong Kong" | the Hong Kong Special Administrative Region of the People's |
Republic of China; | |
"HK$" | Hong Kong dollar, the lawful currency of Hong Kong; |
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DEFINITIONS | |
"Issue Mandate" | a general and unconditional mandate to allot, issue or otherwise |
deal with Shares with an aggregate number not exceeding 20% of | |
the aggregate number of the issued Shares as at the date of | |
passing of the ordinary resolution in relation thereto; | |
"Latest Practicable Date" | 21 May 2019, being the latest practicable date prior to the |
printing of this circular for ascertaining certain information | |
contained herein; | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Exchange; |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of |
Hong Kong) as amended from time to time; | |
"Share(s)" | the ordinary share(s) of HK$0.10 each in the share capital of the |
Company; | |
"Shareholder(s)" | the holder(s) of the Share(s); |
"Exchange" | The Stock Exchange of Hong Kong Limited; |
"Takeovers Code" | Code on Takeovers and Mergers and Share Buy-backs; |
"%" | per cent. |
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LETTER FROM THE BOARD
PanAsialum Holdings Company Limited
榮 陽 實 業 集 團 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2078)
Executive Directors: | Registered office: |
Dr. Huang Gang (Chairman) | Cricket Square |
Mr. Wong Kwok Wai Eddy (Joint Chief Executive Officer) | Hutchins Drive |
Ms. Li Jiewen (Joint Chief Executive Officer) | P.O. Box 2681 |
Grand Cayman KY1-1111 | |
Independent non-executive Directors: | Cayman Islands |
Mr. Mar Selwyn | |
Mr. Leung Ka Tin | Headquarter and principal place of |
Dr. Cheung Wah Keung | business in Hong Kong: |
Unit 06, 28/F, | |
Nanyang Plaza, | |
57 Hung To Road, | |
Kwun Tong, | |
Kowloon, | |
Hong Kong | |
24 May 2019 | |
To the Shareholders | |
Dear Sir/Madam, |
PROPOSALS FOR GENERAL MANDATES TO ISSUE AND
BUY BACK SHARES,
EXTENSION OF THE GENERAL MANDATE TO ISSUE SHARES,
RE-ELECTION OF DIRECTORS,
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to (i) the granting to the Directors the Buy Back Mandate; (ii) the granting to the Directors the Issue Mandate; (iii) the extension of the Issue Mandate to include Shares bought back pursuant to the Buy Back; and (iv) the re-election of retiring Directors.
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