THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Sun.King Power Electronics Group Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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 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 the Cayman Islands with limited liability)
(Stock code: 580)
DECLARATION OF FINAL DIVIDEND,
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Sun.King Power Electronics Group Limited to be held at Meeting Room VIII, Crowne Plaza Beijing International Airport, 60 Fuqian 1 Street, Tianzhu, Shunyi District, Beijing, People's Republic of China on Tuesday, 21 May 2019 at 10:00 a.m. is set out on pages 17 to 22 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. Whether or not you intend to attend the annual general meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and deliver it and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, to the Hong Kong branch share registrar of Sun.King Power Electronics Group Limited, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder from attending and voting in person at the annual general meeting and in such event, the form of proxy shall be deemed to be revoked.
1 April 2019
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:
"Annual General Meeting" | the annual general meeting of the Company to be held |
at Meeting Room VIII, Crowne Plaza Beijing | |
International Airport, 60 Fuqian 1 Street, Tianzhu, | |
Shunyi District, Beijing, PRC on Tuesday, 21 May | |
2019 at 10:00 a.m. or any adjournment thereof | |
"Articles of Association" | the articles of association of the Company, as amended |
from time to time | |
"Board" | the board of Directors |
"Companies Law" | the Companies Law, Cap 22 (Law 3 of 1961 as |
consolidated and revised) of the Cayman Islands | |
"Company" | Sun.King Power Electronics Group Limited（賽晶電力電 |
子集團有限公司）, an exempted company incorporated | |
with limited liability under the laws of the Cayman | |
Islands, the issued shares of which are listed on the | |
main board of the Stock Exchange | |
"Director(s)" | the director(s) of the Company |
"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 |
PRC | |
"Issue Mandate" | a general mandate proposed to be granted to the |
Directors at the Annual General Meeting to allot, issue | |
and/or deal with Shares not exceeding 20% of the | |
number of the issued shares of the Company as at the | |
date of passing the relevant resolution granting such | |
general mandate | |
"Latest Practicable Date" | 25 March 2019, being the latest practicable date prior |
to the printing of this circular for the purpose of | |
ascertaining certain information contained herein | |
"Listing Rules" | the Rules Governing the Listing of Securities on the |
Stock Exchange | |
"Notice of Annual General | the notice convening the Annual General Meeting as |
Meeting" | set out on pages 17 to 22 of this circular |
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DEFINITIONS | |
"PRC" | the People's Republic of China, and for the purpose of |
this circular, excludes Hong Kong, the Macau Special | |
Administrative Region of the PRC and Taiwan | |
"Repurchase Mandate" | a general mandate proposed to be granted to the |
Directors at the Annual General Meeting to repurchase | |
Shares not exceeding 10% of the number of the issued | |
shares of the Company as at the date of passing the | |
relevant resolution granting such general mandate | |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | 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) of nominal value of HK$0.1 each in |
the share capital of the Company | |
"Share Option(s)" | the share option(s) granted or to be granted under the |
Share Option Scheme | |
"Share Option Scheme" | the share option scheme of the Company adopted 23 |
September 2010 | |
"Shareholder(s)" | the holder(s) of the Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Substantial Shareholder(s)" | has the meaning ascribed to it 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
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 580)
Executive Directors: | Registered office: |
Mr. Xiang Jie | Cricket Square, Hutchins Drive |
Mr. Gong Renyuan | P.O. Box 2681 |
Mr. Yue Zhoumin | Grand Cayman KY1-1111 |
Cayman Islands | |
Non-executive Directors: | |
Mr. Yan Fuquan | Headquarters: |
Mr. Zhu Ming | Building 9-A |
Ms. Zhang Ling | KongGangRongHuiYuan |
Yuhua Road | |
Independent non-executive Directors: | Tianzhu Airport Industrial Zone B |
Mr. Chen Shimin | Shunyi District |
Mr. Zhang Xuejun | Beijing |
Mr. Leung Ming Shu | PRC |
Mr. Zhao Hang | |
Principal place of business | |
in Hong Kong: | |
31st Floor, Tower Two, Times Square | |
1 Matheson Street | |
Causeway Bay | |
Hong Kong | |
1 April 2019 | |
To the Shareholders | |
Dear Sir or Madam, |
DECLARATION OF FINAL DIVIDEND,
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
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LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to give you further information in relation to, inter alia, the following proposals to be put forward at the Annual General Meeting: (a) the declaration of final dividend; (b) the grant to the Directors of the Issue Mandate and the Repurchase Mandate; and (c) the re-election of the retiring Directors.
DECLARATION OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT AND CLOSURE OF REGISTER OF MEMBERS
The Board has recommended the payment of a final dividend of HK3 cents per Share for the year ended 31 December 2018 out of the share premium account of the Company. Conditional upon the passing of ordinary resolution numbered 2 by the Shareholders at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 4 June 2019 to Thursday, 6 June 2019, both dates inclusive, during which period no transfer of Shares will be registered and the final dividend is expected to be paid on or around Thursday, 20 June 2019 to the Shareholders whose names appear on the register of members of the Company at the close of business on Thursday, 6 June 2019.
Under section 34(2) of the Companies Law, the share premium account may be applied by a company in paying dividends to members provided that no dividend may be paid to members out of the share premium account unless, immediately following the date on which the dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business. The Board confirms that with respect to payment of the final dividends out of share premium account, the Company will be able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the final dividend is proposed to be paid.
The final dividends are intended to be paid out entirely of the share premium account pursuant to article 134 of the Articles of Association and in accordance with the Companies Law. As at 31 December 2018, based on the audited consolidated financial statements of the Company, the amount standing to the credit of the share premium account was RMB616,899,000. The Board proposed to use an amount of RMB42,425,000 standing to the credit of the share premium account for the payment of the final dividends. Following such payment there will be a remaining balance of RMB574,474,000 standing to the credit of the share premium account.
Reasons for the payment of final dividends out of the share premium account
The Board considers it unnecessary to maintain the share premium account at its current level. The Directors consider that the declaration and proposed payment of the final dividends out of the share premium account is in the interests of the Company and its Shareholders as a whole.
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