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 registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in PINE Technology Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
PINE TECHNOLOGY HOLDINGS LIMITED
松景科技控股有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 1079)
- PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
- PROPOSED RE-ELECTION OF DIRECTORS;
- RE-APPOINTMENTOF AUDITOR;
- REFRESHMENT OF SCHEME MANDATE LIMIT; AND
- NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at Unit 4608, 46/F., The Center, 99 Queen's Road Central, Central, Hong Kong on Thursday, 28 November 2019 at 10:30 a.m. is set out on pages 19 to 23 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.
Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting (i.e. no later than 10:30 a.m. on Tuesday, 26 November 2019 (Hong Kong time)) or any adjournment thereof. 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.
- For identification purpose only
29 October 2019
CONTENTS | |||
Page | |||
Definitions . . . . | . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | |||
Introduction . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
General Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
Re-electionof Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Re-appointmentof Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Refreshment of Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Application for listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | ||
AGM . . . . . | . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 | ||
Recommendation | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 | |
General . . . | . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 |
Appendix I | - | Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 11 |
Appendix II | - | Details of Directors proposed to be re-elected | |
at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15 | ||
Notice of AGM . | . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 19 |
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" | the annual general meeting of the Company to be |
convened and held on Thursday, 28 November 2019 at | |
10:30 a.m. to consider and, if thought fit, to approve, | |
among other things, (i) the granting of the General | |
Mandate (including the extended General Mandate) and | |
the Repurchase Mandate to the Directors; (ii) the | |
re-election of Directors; (iii) the re-appointment of auditor | |
of the Company; and (iv) the Refreshment of Scheme | |
Mandate Limit | |
"Board" | the board of Directors |
"Bye-law(s)" | the bye-laws of the Company |
"close associate(s)" | has the meaning ascribed to this term under the Listing |
Rules | |
"Company" | PINE Technology Holdings Limited (stock code: 1079), a |
company incorporated in Bermuda with limited liability | |
and the issued Shares of which are listed on the Main | |
Board of the Stock Exchange | |
"core connected person(s)" | has the meaning ascribed thereto under the Listing Rules |
"Directors" | the directors of the Company |
"Eligible Participant(s)" | any employees of the Group (including any directors, |
whether executive or non-executive and whether | |
independent or not, of the Company or any of its | |
subsidiaries) and any distributor, contractor, business | |
partner, promoter, service provider, customer, supplier, | |
consultant, agent and adviser or any person who, in the | |
sole discretion of the Board, has contributed or may | |
contribute to the Group | |
"General Mandate" | the general mandate proposed to be granted to the |
Directors at the AGM to issue further new Shares not | |
exceeding 20% of the number of the issued Shares as at | |
the date of granting of the General Mandate | |
"Group" | the Company and all of its subsidiaries |
- 1 -
DEFINITIONS | |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Latest Practicable Date" | 24 October 2019, being the latest practicable date prior to |
the printing of this circular for the purpose of ascertaining | |
certain information contained in this circular | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Option(s)" | the option(s) granted or to be granted to Eligible |
Participant(s) to subscribe for Share(s) under the Share | |
Option Scheme | |
"PRC" | the People's Republic of China (for the purpose of this |
circular, excluding Hong Kong, the Macau Special | |
Administrative Region of the PRC and Taiwan) | |
"Refreshment of Scheme | the proposed refreshment of the Scheme Mandate Limit |
Mandate Limit" | under the Share Option Scheme |
"Repurchase Mandate" | the repurchase mandate proposed to be granted to the |
Directors at the AGM to repurchase up to 10% of the | |
issued Shares as at the date of granting of the Repurchase | |
Mandate | |
"Scheme Mandate Limit" | the maximum number of Shares which may be allotted |
and issued upon the exercise of all Options which initially | |
shall not in aggregate exceed 10% of the Shares in issue | |
as at the date of adoption of the Share Option Scheme if | |
refreshed shall not exceed 10% of the Shares in issue as at | |
the date of approval of the refreshed limit by Shareholders | |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the |
Laws of Hong Kong) | |
"Share(s)" | ordinary share(s) of HK$0.10 each in the share capital of |
the Company | |
"Shareholder(s)" | holder(s) of the Share(s) |
"Share Option Scheme" | the existing share option scheme of the Company adopted |
by the Company pursuant to an ordinary resolution passed | |
by the Shareholders on 22 November 2013, and as | |
amended pursuant to the approval by the Shareholders' | |
ordinary resolution passed on 15 November 2018 |
- 2 -
DEFINITIONS
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | the Hong Kong Code on Takeovers and Mergers and Share |
Buy-backs | |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"%" | per cent. |
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