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, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Top Spring International Holdings Limited, you should at once hand this circular and the accompanying proxy form 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.
TOP SPRING INTERNATIONAL HOLDINGS LIMITED
萊 蒙 國 際 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 03688)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting to be held at 17th Floor, Leighton, 77 Leighton Road, Causeway Bay, Hong Kong on Tuesday, 25 May 2021 at 10:00 a.m. is set out on pages 19 to 24 of this circular.
Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and sign the accompanying proxy form in accordance with the instructions printed on it and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services 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 of the Annual General Meeting or any adjournment of such meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment of such meeting should you so wish and, in such event, the proxy form previously submitted shall be deemed to be revoked.
23 April 2021
CONTENTS | |
Page | |
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | |
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
Grant of General Mandate, Repurchase Mandate and Extension Mandate . . . . . . . | 5 |
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 |
Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . | 10 |
Appendix II - Details of the Directors proposed to be re-elected | |
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . | 14 |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 19 |
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
"Annual General Meeting" | the annual general meeting of the Company to be |
convened and held at 17th Floor, Leighton, 77 Leighton | |
Road, Causeway Bay, Hong Kong on Tuesday, 25 May | |
2021 at 10:00 a.m., the notice of which is set out on pages | |
19 to 24 of this circular, and any adjournment of such | |
meeting | |
"Articles of Association" | the articles of association of the Company, as amended |
from time to time | |
"Board" | the board of Directors |
"Bonus Issue" | the issue of the bonus Shares to the Shareholders whose |
names appeared on the register of members of the | |
Company on 24 May 2013, on the basis of two new | |
Shares for every five Shares held, with an option to elect | |
to receive the PCSs in lieu of all or part of their | |
entitlements to such bonus Shares | |
"close associate(s)" | has the meaning ascribed to it under the Listing Rules |
"Companies Law" | the Companies Law, Cap. 22 (Law 3 of 1961, as |
consolidated and revised) of the Cayman Islands | |
"Company" | Top Spring International Holdings Limited (萊蒙國際集團 |
有限公司), a company incorporated under the laws of the | |
Cayman Islands with limited liability and the Shares of | |
which are listed on the Main Board of the Stock Exchange | |
"controlling shareholder(s)" | has the meaning ascribed to it under the Listing Rules |
"core connected person(s)" | has the meaning ascribed to it under the Listing Rules |
"Director(s)" | director(s) of the Company |
"Extension Mandate" | a general and unconditional mandate proposed to be |
granted to the Directors to the effect that any Shares | |
repurchased under the Repurchase Mandate will be added | |
to the aggregate number of the Shares which may be | |
allotted, issued and otherwise dealt with under the | |
General Mandate |
- 1 -
DEFINITIONS | |
"General Mandate" | a general and unconditional mandate proposed to be |
granted to the Directors to exercise the power of the | |
Company to allot, issue or otherwise deal with the Shares | |
up to a maximum of 20% of the aggregate number of | |
Shares in issue as at the date of passing the relevant | |
resolution at the Annual General Meeting | |
"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 |
"Latest Practicable Date" | 16 April 2021, 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 | |
"PCSs" | the bonus perpetual subordinated convertible securities |
issued by the Company pursuant to the Bonus Issue | |
"Post-IPO Share Option Scheme" | the post-IPO share option scheme adopted by the |
Company on 28 February 2011, which had an effective | |
period of 10 years until 27 February 2021 | |
"PRC" | the People's Republic of China |
"Repurchase Mandate" | a general and unconditional mandate proposed to be |
granted to the Directors to exercise the power of the | |
Company to repurchase Shares up to a maximum of 10% | |
of the aggregate number of Shares in issue as at the date | |
of passing the relevant resolution at the Annual General | |
Meeting | |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the |
Laws of Hong Kong) | |
"Share(s)" | the ordinary share(s) of HK$0.1 each of the Company |
"Shareholder(s)" | the holder(s) of Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
- 2 -
DEFINITIONS
"substantial shareholder(s)" | has the meaning ascribed to it under the Listing Rules |
"Takeovers Code" | the Code on Takeovers and Mergers issued by the |
Securities and Futures Commission of Hong Kong | |
"%" | per cent |
- 3 -
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