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 Singamas Container Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
SINGAMAS
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ġġġġġġġġġ!
SINGAMAS CONTAINER HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 716)
PROPOSALS FOR RE-ELECTION OF DIRECTORS,
GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES,
DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of the Company to be held at Falcon Room, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 26 June 2019 at 11:00 a.m. is set out on pages 14 to 18 of this circular.
Whether or not you intend to attend the said meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting(s) should you so wish.
30 April 2019
CONTENTS
Page | |||
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | ||
LETTER FROM THE BOARD | |||
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Action to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
APPENDICES | |||
Appendix I | - Details of the Directors to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | |
Appendix II | - | Explanatory Statement on Repurchase Mandate . . . . . . . . . . | 11 |
Appendix III | - | Notice of AGM . . . . . . . . . . . . . . . . . . . . . . | 14 |
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DEFINITIONS
In this circular (other than the Notice of AGM), the following expressions have the following meanings, unless the context otherwise requires:
"AGM" | the annual general meeting of the Company to be held at Falcon Room, |
Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, | |
Wanchai, Hong Kong on Wednesday, 26 June 2019 at 11:00 a.m. or | |
any adjournment thereof (or as the case may be) | |
"Articles" | the articles of association of the Company |
"associates" | has the same meaning ascribed thereto under the Listing Rules |
"Board" | the board of Directors |
"Company" | Singamas Container Holdings Limited, a company incorporated in |
Hong Kong with limited liability and the shares of which are listed on | |
the Main Board of the Stock Exchange (Stock code: 716) | |
"Companies Ordinance" | Companies Ordinance (Chapter 622 of the Laws of Hong Kong) |
"connected person(s)" | has the same meaning ascribed thereto under the Listing Rules |
"controlling shareholder" | has the same meaning ascribed thereto under the Listing Rules |
"Director(s)" | the director(s) of the Company |
"Group" | the Company together with its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Latest Practicable Date" | 24 April 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 |
"Ordinary Resolution(s)" | the proposed ordinary resolution(s) as referred to in the notice of AGM |
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DEFINITIONS | |
"PIL" | Pacific International Lines (Private) Limited, the controlling |
shareholder of the Company as defined under the Listing Rules | |
"PRC" | the People's Republic of China and for the purpose of this circular, |
excluding Hong Kong, the Macau Special Administrative Region of the | |
PRC and Taiwan | |
"Record Date" | Friday, 12 July 2019, being the record date for determining |
entitlements of the Shareholders to the final dividend | |
"Repurchase Mandate" | a general mandate to the Directors to exercise the power of the |
Company to repurchase Shares during the period as set out in the | |
Ordinary Resolution referred to in item 7 of the notice of AGM up to | |
10% of the total number of Shares in issue as at the date of passing of | |
the said Ordinary Resolution (subject to any adjustment as referred to | |
in the said Ordinary Resolution) | |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of |
Hong Kong) | |
"Share(s)" | ordinary share(s) of the Company |
"Shareholder(s)" | the holder(s) of the Share(s) |
"Share Buyback Rules" | the relevant rules set out in the Listing Rules to regulate the repurchase |
by companies with primary listing of their own securities on the Stock | |
Exchange | |
"Share Issue Mandate" | a general mandate to the Directors to exercise the power of the |
Company to allot, issue and deal with Shares and to grant rights to | |
subscribe for, or convert any security into, Shares (including the issue | |
of any securities convertible into Shares, or options, warrants or similar | |
rights to subscribe for any Shares) during the period as set out in the | |
Ordinary Resolution referred to in item 6 of the notice of AGM up to | |
20% of the total number of Shares in issue as at the date of passing of | |
the said Ordinary Resolution (subject to any adjustment as referred to | |
in the said Ordinary Resolution) | |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"substantial shareholder" | has the same meaning ascribed thereto under the Listing Rules |
"Takeovers Code" | the Codes on Takeovers and Mergers and Share Buy-backs |
"%" | per cent. |
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LETTER FROM THE BOARD
SINGAMAS
ġ
ġġġġġġġġġ!
SINGAMAS CONTAINER HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 716) | |
Executive Directors: | Registered Office: |
Mr. Teo Siong Seng | 19th Floor |
(Chairman and Chief Executive Officer) | Rykadan Capital Tower |
Mr. Chan Kwok Leung | 135 Hoi Bun Road |
(Chief Operating Officer) | Kowloon |
Mr. Teo Tiou Seng | Hong Kong |
Ms. Chung Pui King, Rebecca | |
(Chief Financial Officer and Company Secretary) | |
Non-executive Directors: | |
Mr. Kuan Kim Kin | |
Mr. Tan Chor Kee | |
Independent Non-executive Directors: | |
Mr. Cheng Fu Kwok, David | |
Mr. Lau Ho Kit, Ivan | |
Mr. Yang, Victor | |
30 April 2019 | |
To the Shareholders | |
Dear Sirs or Madams, |
PROPOSALS FOR RE-ELECTION OF DIRECTORS,
GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES,
DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide Shareholders with information regarding Ordinary Resolutions relating to the proposed re-election of Directors, the declaration of a final dividend, Share Issue Mandate and Repurchase Mandate in accordance with Share Buyback Rules to be proposed at the AGM to be held on 26 June 2019.
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