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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in TL Natural Gas Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or 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 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.
TL Natural Gas Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8536)
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of TL Natural Gas Holdings Limited to be held at 4/F, Holiday Inn Guangzhou South Lake, No. 320 Tonghe Road, Baiyun District, Guangzhou, the PRC on Friday, 25 June 2021 at 3:00 p.m. is set out on pages 14 to 17 of this circular. A form of proxy for use at the Annual General Meeting is sent to you with this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, 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 the Annual General Meeting (i.e. not later than 3:00 p.m. on Wednesday, 23 June 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
This circular together with the form of proxy will remain on the "Latest Company Announcements" page of the GEM website at www.hkgem.com for at least seven days from the date of its publication and on the Company's website at www.tl-cng.com.
Reference to the time and dates in this circular are to Hong Kong time and dates.
20 May 2021
CHARACTERISTICS OF GEM
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
CONTENTS | ||
Page | ||
Definitions | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | ||
1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
2. | Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . | 4 |
3. | Proposed Granting of General Mandate to Repurchase Shares . . . . . . . | 4 |
4. | Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . | 5 |
5. Annual General Meeting, Proxy and
Corporate Representative Arrangement and | ||||
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |||
6. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
7. | Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Appendix I | - | Details of the Directors Proposed to be Re-elected | ||
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . | 8 | |||
Appendix II | - | Explanatory Statement on the | ||
Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . | 11 | |||
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 14 |
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have
the following meanings:
"Annual General Meeting" | the annual general meeting of the Company to be held |
at 4/F, Holiday Inn Guangzhou South Lake, No. 320 | |
Tonghe Road, Baiyun District, Guangzhou, the PRC | |
on Friday, 25 June 2021 at 3:00 p.m., to consider and, if | |
appropriate, to approve the resolutions contained in | |
the notice of the meeting which is set out on pages 14 | |
to 17 of this circular, or any adjournment thereof | |
"Articles of Association" | the amended and restated articles of association of the |
Company currently in force | |
"Board" | the board of Directors |
"Company" | TL Natural Gas Holdings Limited, a company |
incorporated in the Cayman Islands with limited | |
liability, the Shares of which are listed on GEM | |
"Director(s)" | the director(s) of the Company |
"GEM" | GEM operated by the Stock Exchange |
"GEM Listing Rules" | the Rules Governing the Listing of Securities on GEM |
as amended from time to time | |
"Group" | the Company and its subsidiaries from time to time |
"HK$" | Hong Kong dollars, the lawful currency of Hong |
Kong | |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
PRC | |
"Issuance Mandate" | a general mandate proposed to be granted to the |
Directors to allot, issue or deal with additional Shares | |
of not exceeding 20% of the total number of issued | |
Shares as at the date of passing of the proposed | |
ordinary resolution contained in item 5 of the notice | |
of the Annual General Meeting as set out on pages 14 | |
to 17 of this circular | |
"Latest Practicable Date" | 14 May 2021, being the latest practicable date prior to |
the printing of this circular for ascertaining certain | |
information in this circular |
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DEFINITIONS | |
"Listing Date" | 18 May 2018, being the date of listing of Shares on |
GEM | |
"PRC" | the People's Republic of China |
"RMB" | Renminbi, the lawful currency of the PRC |
"Scheme Mandate Limit" | the maximum number of options that may be granted |
by the Company pursuant to the Share Option Scheme | |
which initially shall not in aggregate exceed 10% of | |
the number of Shares in issue at the time of listing of | |
the Shares on GEM on the Listing Date and thereafter, | |
if refreshed, shall not exceed 10% of the Shares in | |
issue as at the date of approval of the refreshment of | |
the Scheme Mandate Limit by the Shareholders | |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of |
the Laws of Hong Kong) as amended from time to | |
time | |
"Share Option Scheme" | the share option scheme of the Company adopted on |
20 April 2018 | |
"Share(s)" | ordinary share(s) of HK$0.01 each in the issued |
capital of the Company or if there has been a | |
subsequent sub-division, consolidation, reclassification | |
or reconstruction of the share capital of the Company, | |
shares forming part of the ordinary equity share | |
capital of the Company | |
"Share Repurchase Mandate" | a general mandate proposed to be granted to the |
Directors to repurchase Shares on the Stock Exchange | |
of not exceeding 10% of the total number of issued | |
Shares as at the date of passing of the proposed | |
ordinary resolution contained in item 4 of the notice | |
of the Annual General Meeting as set out on pages 14 | |
to 17 of this circular | |
"Shareholder(s)" | holder(s) of Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | the Code on Takeovers and Mergers approved by the |
Securities and Futures Commission as amended from | |
time to time |
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