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 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 Universal Health International Group Holding Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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.
UNIVERSAL HEALTH INTERNATIONAL GROUP HOLDING LIMITED
大健康國際集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2211)
PROPOSALS FOR 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 Universal Health International Group Holding Limited to be held at Conference Room, 2nd Floor, No. 14-1 Bei Yi Zhong Road, Tiexi District, Shenyang City, Liaoning Province, PRC on Thursday, 12 December 2019 at 10:00 a.m. is set out on pages 17 to 21 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 at www.hkexnews.hk and the website of the Company at www.uhighl.com. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 10:00 a.m. on 10 December 2019) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof if they so wish.
25 October 2019
CONTENTS | |||
Pages | |||
Definitions . | . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | |||
1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
2. | Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
3. | Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
4. | Re-electionof Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
5. | Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
6. | Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
7. | Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
8. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
APPENDIX I | - DETAILS OF RETIRING DIRECTORS PROPOSED | ||
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
APPENDIX II | - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 12 | |
APPENDIX III | - NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . | 17 | |
Accompanying document - form of proxy |
- i -
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 |
Conference Room, 2nd Floor, No. 14-1 Bei Yi Zhong Road, | |
Tiexi District, Shenyang City, Liaoning Province, PRC, on | |
Thursday, 12 December 2019 at 10:00 a.m., or any adjournment | |
thereof, the notice of which is set out on pages 17 to 21 of this | |
circular | |
"Articles of Association" | the articles of association of the Company, as may be amended |
from time to time | |
"Board" | the board of Directors |
"Cayman Companies Law" | the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and |
revised) of the Cayman Islands, as amended, supplemented or | |
otherwise modified from time to time | |
"Company" | Universal Health International Group Holding Limited (大健康國際 |
集團控股有限公司), an exempted company incorporated on 12 | |
March 2012 with limited liability under the laws of the Cayman | |
Islands, with its Shares 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 and unconditional mandate proposed to be granted to the |
Directors at the Annual General Meeting to allot, issue and/or deal | |
with Shares up to an aggregate nominal amount not exceeding 20 | |
per cent of the aggregate nominal amount of the issued share | |
capital of the Company as at the date of passing of the relevant | |
resolution granting such mandate | |
"Latest Practicable Date" | 21 October 2019, 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, as amended from time to time |
- 1 -
DEFINITIONS | |
"PRC" | the People's Republic of China, excluding, for the purpose of this |
circular, Hong Kong, Macau and Taiwan, unless otherwise | |
specified | |
"Repurchase Mandate" | a general and unconditional mandate proposed to be granted to the |
Directors at the Annual General Meeting to repurchase Shares up to | |
an aggregate nominal amount not exceeding 10 per cent of the | |
aggregate nominal amount of the issued share capital of the | |
Company as at the date of passing of the relevant resolution | |
granting such mandate | |
"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) in the capital of the Company with a nominal |
value of US$0.001 each | |
"Share Option Scheme" | the Share Option Scheme adopted by the Company on 18 |
November 2013 and amended on 20 December 2018 | |
"Shareholder(s)" | holder(s) of the Shares |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | the Codes on Takeovers and Mergers and Share Buy-backs issued |
by the Securities and Futures Commission in Hong Kong, as | |
amended, supplemented or otherwise modified from time to time | |
"US$" | United States dollars, the lawful currency of the United States |
In this circular, the terms "close associate(s)", "core connected person(s)", "controlling shareholder(s)", "subsidiary/subsidiaries" and "substantial shareholder(s)" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.
- 2 -
LETTER FROM THE BOARD
UNIVERSAL HEALTH INTERNATIONAL GROUP HOLDING LIMITED
大健康國際集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2211) | |
Executive Directors: | Registered office: |
Mr. JIN Dongtao (Chairman & Chief Executive Officer) | P.O. Box 309 |
Mr. JIN Dongkun (Vice Chairman) | Ugland House |
Mr. ZHAO Zehua | Grand Cayman, KY1-1104 |
Mr. SUN Libo | Cayman Islands |
Independent Non-executive Directors: | Principal place of business |
Mr. CHENG Sheung Hing | in Hong Kong: |
Ms. CHIANG Su Hui Susie | 2404, 24th Floor |
Mr. ZOU Haiyan | World-Wide House |
19 Des Voeux Road Central | |
Central, Hong Kong | |
25 October 2019 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSALS FOR GENERAL MANDATES
TO ISSUE SHARES AND REPURCHASE SHARES;
RE-ELECTION OF RETIRING DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you the notice of Annual General Meeting and the following
proposals to be put forward at the Annual General Meeting: (a) the grant to the Directors of the Issue
Mandate and the Repurchase Mandate; and (b) the re-election of the retiring Directors.
- 3 -
This is an excerpt of the original content. To continue reading it, access the original document here.