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 adviser.
If you have sold or transferred all your shares in Rich Goldman Holdings Limited, 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 the transfer was effected for onward 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.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00070)
- PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
- PROPOSED GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at meeting room of Soho 2, 6/F, Ibis Hong Kong Central & Sheung Wan, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on 18 November 2019 at 11:00 a.m. is set out on pages 13 to 17 of this circular. Whether or not you are able to attend and vote at the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1712-16, 17th Floor, 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 holding the annual general meeting or any adjournment thereof (as the case may be). 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 (as the case may be) should you so wish. In the event you attend the annual general meeting after having lodged the form of proxy, it will be deemed to have been revoked.
18 October 2019
CONTENTS
Page | ||
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1-2 | |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3-7 | |
1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
2. | Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . | 4 |
3. | Grant of Issue Mandate and Repurchase Mandate . . . . . . . . . . . . . | 4-5 |
4. | Extension of the Issue Mandate . . . . . . . . . . . . . . . . . . . . | 6 |
5. | Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . | 6 |
6. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
7. | Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . | 7 |
8. | General Information . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
Appendices | ||
I. | Details of Directors Proposed to be Re-elected at the AGM . . . . . . . . . | 8-9 |
- Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . 10-12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . | 13-17 |
DEFINITIONS
In this Circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM" | the annual general meeting of the Company to be held at meeting |
room of Soho 2, 6/F, Ibis Hong Kong Central & Sheung Wan, No. 28 | |
Des Voeux Road West, Sheung Wan, Hong Kong on Monday, 18 | |
November 2019 at 11:00 a.m.. | |
"Articles" | the articles of association of the Company |
"Board" | the board of Directors |
"close associate(s)" | has the meaning ascribed to it under the Listing Rules |
"Company" | Rich Goldman Holdings Limited, a company incorporated in Hong |
Kong with limited liability, the Shares of which are listed on the | |
Main Board | |
"core connected person(s)" | has the meaning ascribed to it under the Listing Rules |
"Director(s)" | director(s) of the Company |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Issue Mandate" | a general and unconditional mandate proposed to be granted to the |
Directors to exercise all powers of the Company to allot, issue and | |
otherwise deal with additional Shares not exceeding 20% of the | |
aggregate nominal amount of the share capital of the Company in | |
issue as at the date of passing of the relevant resolution for approving | |
such general mandate | |
"Latest Practicable Date" | 11 October 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 Stock Exchange, |
as amended, supplemented and otherwise modified from time to time | |
"Memorandum" | the memorandum of association of the Company, as amended from |
time to time | |
"PRC" | the People's Republic of China which, for the purpose of this |
circular, shall exclude Hong Kong, Macau Special Administrative | |
Region and Taiwan, unless otherwise specified | |
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DEFINITIONS | |
"Repurchase Mandate" | a general and unconditional mandate proposed to be granted to the |
Directors to exercise all powers of the Company to repurchase Shares | |
not exceeding 10% of the aggregate nominal amount of the share | |
capital of the Company in issue as at the date of passing of the | |
relevant resolution for approving such general mandate | |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of |
Hong Kong), as amended, supplemented or otherwise modified from | |
time to time | |
"Share(s)" | ordinary share(s) in the capital of the Company |
"Shareholder(s)" | holder(s) of the Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | the Code on Takeovers and Mergers and Share Buy-backs, as |
amended, supplemented or otherwise modified from time to time | |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"%" | per cent. |
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LETTER FROM THE BOARD
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00070)
Executive Directors: | Registered Office: |
Mr. Lin Chuen Chow, Andy (Chairman) | Room 1807, 18/F |
Ms. So Wai Yin | West Tower |
Shun Tak Centre | |
Non-executive Directors: | 168-200 Connaught Road Central |
Mr. Nicholas J. Niglio | Hong Kong |
Independent non-executive Directors: | |
Mr. Cheung Yat Hung, Alton | |
Mr. Yue Fu Wing | |
Miss Yeung Hoi Ching | |
18 October 2019 | |
To the Shareholders | |
Dear Sir or Madam, |
- PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
- PROPOSED GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES;
AND
- NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information relating to the
resolutions to be proposed at the AGM for (i) the re-election of retiring Directors at the AGM; (ii) the granting of the Issue Mandate and the Repurchase Mandate; and (iii) the extension of the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate, and to give you notice of the AGM.
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