CHEN LIN EDUCATION GROUP HOLDINGS LIMITED 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, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Chen Lin Education Group Holdings Limited, you should at once hand this circular and the accompanying 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.
Chen Lin Education Group Holdings Limited
辰 林 教 育 集 團 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1593)
- PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES,
- RE-APPOINTMENTOF AUDITORS,
- RE-ELECTIONOF RETIRING DIRECTORS,
- DECLARATION OF FINAL DIVIDEND
AND
(5) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Chen Lin Education Group Holdings Limited to be held at Unit 2503, 25th Floor, Office Tower 1, The Harbourfront, Hung Hom, Kowloon, Hong Kong on Wednesday, 30 June 2021 at 3:00 p.m., at which, among other things, the above proposals will be considered and approved, is set out on pages 16 to 19 of this circular.
Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong'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 of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
Practical measures will be taken to try to avoid the spread of COVID-19 at the Annual General Meeting, including:
. Compulsory temperature checks and health declarations for all attendees, including Directors and Shareholders
. Prohibition from attendance at the Annual General Meeting if the attendee has a fever. Persons exhibiting flulike symptoms may also be refused admittance to the venue of the Annual General Meeting
. Compulsory wearing of surgical face masks throughout the Annual General Meeting
. Maintaining proper distance between seats
. No refreshments will be served at the Annual General Meeting
Any person who does not comply with the precautionary measures may be denied entry into the venue of the Annual General Meeting. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attend the Annual General Meeting in person.
22 April 2021
CONTENTS | |
Page | |
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii |
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
Appendix I - Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . | 9 |
Appendix II - Details of the Directors proposed to be re-elected | |
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 12 |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 16 |
- i -
RESPONSIBILITY STATEMENT
This circular, for which the Directors (as defined herein) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
''AGM'' or ''Annual General Meeting''
''Articles'' or ''Articles of Association''
''Board''
''Chen Lin Elite Holdings''
''China'' or ''the PRC''
''close associate(s)''
''Controlling Shareholder(s)''
''Company'' or ''our Company''
''Companies Law''
''Director(s)''
''Group'' or ''our Group''
''Hong Kong'' or ''HK''
''Huangyulin Holdings''
DEFINITIONS
''Issue Mandate''
''JAUS''
''Latest Practicable Date''
''Listing Date''
''Listing Rules''
''Mr. Huang''
''Nanchang Di Guan''
''Repurchase Mandate''
''RMB'' ''RSU(s)'' ''RSU Scheme''
a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate
Jiangxi University of Applied Science* (江西應用科技學 院), a private institution which offers both undergraduate and junior college programs, established on 11 April 2002, and the sponsor of which is Nanchang Di Guan, one of its consolidated affiliated entities
14 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
13 December 2019, being the date of listing of Shares on the Stock Exchange
the Rules Governing the Listing of Securities on the Stock Exchange
Mr. HUANG Yulin (黃玉林), one of the Controlling Shareholders, the chairman of the Board and an executive Director
Nanchang Di Guan Education Consultancy Co., Ltd. (南昌 迪冠教育諮詢有限公司)*, a company established under the laws of the PRC with limited liability on 17 September 2009, the sponsor of JAUS, and by virtue of the certain contractual arrangements entered by us on 15 September 2018, accounted for as our subsidiary
a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate
Renminbi, the lawful currency of the PRC
restricted share unit(s) granted pursuant to the RSU Scheme
the restricted share unit scheme adopted by our Company on 20 August 2019
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DEFINITIONS
''SFC'' ''SFO''
''Share(s)''
''Shareholder(s)'' ''Stock Exchange'' ''Takeovers Code''
''HK$'' and ''cents''
''%''
the Securities and Futures Commission of Hong Kong
Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
ordinary share(s) of HK$0.0001 each in the share capital of the Company
holder(s) of the Share(s)
The Stock Exchange of Hong Kong Limited
The Codes on Takeovers and Mergers and Share Buybacks issued by the SFC, as amended, supplemented or otherwise modified from time to time
Hong Kong dollars and cents, the lawful currency of Hong Kong
per cent.
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LETTER FROM THE BOARD
Chen Lin Education Group Holdings Limited
辰 林 教 育 集 團 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1593)
Executive Directors: | Registered office: |
Mr. HUANG Yulin (chairman and chief executive officer) | 190 Elgin Avenue |
Mr. LI Cunyi | George Town |
Mr. BAU Siu Fung | Grand Cayman KY1-9008 |
(chief financial officer and company secretary) | Cayman Islands |
Mr. WANG Li (vice president) | |
Ms. GAN Tian (vice president) | Principal Place of Business |
in Hong Kong: | |
Independent Non-executive Directors: | 40th Floor |
Mr. CHAN Hon Ki | Dah Sing Financial Centre Tower |
Mr. CHEN Wanlong | 248 Queen's Road East |
Mr. HUANG Juyun | Wanchai |
Mr. WANG Donglin | Hong Kong |
22 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
- PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES,
- RE-APPOINTMENTOF AUDITORS,
- RE-ELECTIONOF RETIRING DIRECTORS,
- DECLARATION OF FINAL DIVIDEND
AND
(5) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed to seek approval of the Shareholders in respect of, among other matters, (i) the granting to the Directors of the Issue Mandate and the Repurchase Mandate; (ii) the re-appointment of auditors; (iii) the re-election of retiring Directors; and (iv) the declaration of final dividend, and to give you the notice of the Annual General Meeting.
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LETTER FROM THE BOARD
GENERAL MANDATES
Pursuant to the resolutions of the then Shareholders passed on 30 June 2020, being the date of the last annual general meeting of the Company, the Directors were granted by the then Shareholders (i) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate number of Shares of the Company in issue immediately following the conclusion of the last annual general meeting of the Company; (ii) a general unconditional mandate to repurchase Shares up to 10% of the aggregate number of Shares of the Company in issue immediately following the conclusion of the last annual general meeting of the Company; and (iii) to extend the general mandate mentioned in (i) above by the addition of an amount representing the aggregate number of Shares of the Company repurchased by the Company pursuant to the mandate to repurchase Shares referred to (ii) above.
The above general mandates will continue in force until (i) the conclusion of the AGM; or
- the date by which the AGM is required by the Articles or any applicable law(s); or (iii) the revocation or variation by ordinary resolution of the Shareholders in general meeting, whichever occurs first. It is therefore proposed to seek your approval by way of ordinary resolutions to be proposed at the AGM to approve the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto. Please refer to resolutions numbered 4 to 6 set out in the notice of AGM on pages 16 to 19 of this circular for details of the proposed Issue Mandate and Repurchase Mandate.
As at the Latest Practicable Date, the number of issued Shares of the Company was 1,000,000,000 Shares, assuming that no further Shares are to be issued or repurchased prior to the AGM, the Issue Mandate will grant to the Directors an authority to issue up to 200,000,000 Shares.
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.
RE-APPOINTMENT OF AUDITORS
PricewaterhouseCoopers will retire as the auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.
The Board hereby proposed the Shareholders to approve the re-appointment of PricewaterhouseCoopers as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
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LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
According to Article 108(a) of the Articles of Association, not less than one-third of the Directors for the time being shall retire from office by rotation at every annual general meeting of the Company and the retiring Directors shall be eligible for re-election. In accordance with Article 108(a) of the Articles of Association, Mr. Li Cunyi (''Mr. Li''), Mr. Bau Siu Fung (''Mr. Bau''), Mr. Wang Li (''Mr. Wang'') and Ms. Gan Tian (''Ms. Gan''), shall retire by rotation at the AGM and, being eligible, have offered themselves for re-election as Directors thereat.
At the AGM, the re-election of the retiring Directors will be voted on individually by separate resolutions as set out in the notice convening the AGM.
PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS
The nomination committee will recommend to the Board for the appointment of a Director including an independent non-executive Director in accordance with the following selection criteria and nomination procedures:
- identify individuals who are suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, having due regard to the Company's board diversity policy, the requirements in the Company's constitution, the Listing Rules and applicable laws and regulations, and the relevant candidates' contributions to the Board in terms of qualifications, skills, experiences, independence and gender diversity;
- assess the independence of independent non-executive Director to determine their eligibility with reference to the factors set out in Rule 3.13 of the Listing Rules and any other factors deemed appropriate by the nomination committee or the Board. If a proposed independent non-executive Director will be holding their seventh (or more) listed company directorship, to assess his/her ability to devote sufficient time to the Board matters; and
- develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship, including but not limited to evaluating the balance of skills, knowledge and experience on the Board, and in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment.
RECOMMENDATION OF THE NOMINATION COMMITTEE
The nomination committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The nomination committee has recommended to the Board on re-election of Mr. Li, Mr. Bau, Mr. Wang and Ms. Gan who are due to retire at the Annual General Meeting. The
- 6 -
LETTER FROM THE BOARD
Company considers that Mr. Li, Mr. Bau, Mr. Wang and Ms. Gan will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board believed that their re-election as the Directors would be in the best interests of the Company and the Shareholders as a whole.
Details of the retiring Directors as proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.
FINAL DIVIDEND
The Board has recommended the payment of a final dividend of RMB0.0187 (equivalent to HK$0.0223) per Share for the year ended 2020 to Shareholders whose names appear on the Company's register of members on Friday, 9 July 2021 (the ''Proposed Final Dividend''). An ordinary resolution will be proposed at the AGM for Shareholder's consideration and approval. Subject to approval of Shareholders at the AGM, the Proposed Final Dividend will be paid on or around Wednesday, 28 July 2021.
ANNUAL GENERAL MEETING
Set out on pages 16 to 19 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of the Issue Mandate and the Repurchase Mandate, re-election of Directors, and the Proposed Final Dividend.
A form of proxy for use at the AGM is enclosed herewith. If you are not able to attend and/or vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company's Hong Kong 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 of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll.
CLOSURE OF REGISTER OF MEMBERS
In order to ascertain Shareholder's entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 25 June 2021 to Wednesday, 30 June 2021, both days inclusive, during which period no transfer of Shares of the Company will be registered. In order to qualify for attending and voting at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Thursday, 24 June 2021.
- 7 -
LETTER FROM THE BOARD
For the purpose of determining the entitlement to the Proposed Final Dividend, the register of members of the Company will be closed from Wednesday, 7 July 2021 to Friday, 9 July 2021, both days inclusive, during which period no transfer of Shares of the Company will be registered. In order to be entitled to the Proposed Final Dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 6 July 2021.
RECOMMENDATION
The Board considers that the ordinary resolutions in relation to (i) the granting to the Directors of the Issue Mandate and the Repurchase Mandate, (ii) the re-appointment of auditors, (iii) the re-election of retiring Directors, and (iv) the declaration of final dividend; to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the AGM.
GENERAL
Your attention is also drawn to the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By Order of the Board
Chen Lin Education Group Holdings Limited
HUANG Yulin
Chairman
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APPENDIX I | EXPLANATORY STATEMENT ON |
REPURCHASE MANDATE | |
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,000,000,000 Shares. Subject to the passing of the resolution for repurchase of Shares and on the basis of no further new Shares will be issued or repurchased up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 100,000,000 Shares, representing 10% of the existing issued Shares as at the Latest Practicable Date.
3. REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per share of the Company and/or its earnings per share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
4. FUNDING OF REPURCHASES OF SHARES
Any repurchase of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the Articles and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles and subject to the provisions of the Companies Law, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorized by the Articles and subject to the provisions of the Companies Law, out of capital.
5. GENERAL
There might be a material adverse impact on the working capital or gearing position as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2020 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.
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APPENDIX I | EXPLANATORY STATEMENT ON |
REPURCHASE MANDATE | |
However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
6. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:
Shares Prices | ||
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
April | 2.670 | 2.170 |
May | 2.600 | 2.260 |
June | 2.390 | 2.100 |
July | 2.310 | 1.930 |
August | 2.300 | 2.000 |
September | 2.230 | 2.050 |
October | 2.120 | 1.860 |
November | 2.140 | 1.950 |
December | 2.480 | 1.900 |
2021 | ||
January | 2.910 | 2.280 |
February | 3.440 | 2.720 |
March | 2.960 | 2.540 |
April (up to the Latest Practicable Date) | 2.840 | 2.520 |
7. UNDERTAKING
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
8. TAKEOVERS CODE AND MINIMUM PUBLIC SHAREHOLDING
If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code.
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APPENDIX I | EXPLANATORY STATEMENT ON |
REPURCHASE MANDATE | |
As a result, a Shareholder or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Director, Mr. Huang is interested in 555,000,000 Shares held through his wholly-owned holding company, Huangyulin Holdings and Chen Lin Elite Holdings, which represents approximately 55.50% of the issued share capital of the Company. In the event that the Directors exercise in full power to repurchase Shares under the Repurchase Mandate, then the attributable interest of Mr. Huang would be increased from 55.50% to approximately 61.67% of the total number of Shares in issue, such increase would not give rise to a general offer obligation under the Takeovers Code. The Directors have no present intention to effect repurchases to such extent which would result in the number of Shares held by the public falling below the prescribed minimum percentage of 25% as required under the Listing Rules.
9. SHARE PURCHASE MADE BY THE COMPANY
The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the period from the Listing Date and up to the Latest Practicable Date.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
The following set out the details of the Directors who retire and, being eligible, will offer themselves for re-election at the AGM pursuant to the Articles.
Executive Directors
Mr. Li Cunyi (李存益), aged 74, is our executive Director. Mr. Li is responsible for assisting in overall management, strategic planning and decision-making of our Group. Mr. Li is also the chairman of the board of supervisors of JAUS.
Mr. Li has extensive experience in the education industry. Mr. Li has been acting as the chairman of the board of supervisors of JAUS since March 2018. Prior to that, from November 2016 to January 2018, Mr. Li acted as the principal of JAUS, where his primary duties include overseeing the overall operation of JAUS. From January 2013 to November 2016, Mr. Li acted as the deputy principal of JAUS, where his duties include assisting the overall management, strategic planning and decision-making of JAUS. From November 2008 to December 2012, Mr. Li acted as a deputy dean of JAUS. Prior to joining our Group, from June 1985 to May 2007, Mr. Li was employed with Jiangxi Police College* (江西公安專科學校) for various positions including professor and head of the academic affairs office.
Mr. Li received his bachelor's degree in Chinese language and literature from Jiangxi Normal University* (江西師範大學) (formerly known as Jiangxi Normal College* (江西師範 學院)) in August 1982.
Mr. Li has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the annual general meeting. For the year ended 31 December 2020, Mr. Li received total emoluments of approximately RMB72,000 which was determined by the Board on the basis of Mr. Li's performance, responsibility, workload and the time devoted to our Group, as well as the current market condition.
In pursuant to Part XV of the SFO, Mr. Li is directly interested in the RSUs granted to him under the RSU Scheme entitling him to receive 3,188,000 Shares in the Company subject to vesting, representing approximately 0.32% of the total number of issued Shares.
Save as disclosed above, as at the Latest Practicable Date, Mr. Li (i) has not held any directorship in any public listed companies in the past three years; (ii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders; and (iii) does not hold any other positions within our Group.
Mr. Li has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Mr. Bau Siu Fung (鮑小豐), aged 53, is our executive Director, company secretary and the chief financial officer of our Group. Mr. Bau is primarily responsible for formulating financial strategies for our Group as the chief financial officer of our Group.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Mr. Bau has extensive experience in the auditing, accounting and financial management industry. Prior to joining our Group, he worked as auditor in several accounting firms in Hong Kong. Mr. Bau was appointed as an executive director of Sheen Tai Holdings Group Company Limited, a company listed on the Stock Exchange (HK: 1335), while he also served as the said company's chief financial officer, company secretary and authorised representative until September 2017. Mr. Bau has been acting as an independent non-executive director of AUX International Holdings Limited, a company listed on the Stock Exchange (HK: 2080) since May 2015. Mr. Bau has also been acting as an independent non-executive director of FSM Holdings Limited, a company listed on the Stock Exchange (HK: 1721) since June 2018.
Mr. Bau holds a degree of business administration in accountancy and finance and is a non-practising member of the Hong Kong Institute of Certified Public Accountants.
Mr. Bau has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the annual general meeting. For the year ended 31 December 2020, Mr. Bau received total emoluments of approximately RMB2,011,000 which was determined by the Board on the basis of Mr. Bau's performance, responsibility, workload and the time devoted to our Group, as well as the current market condition.
In pursuant to Part XV of the SFO, Mr. Bau is directly interested in the RSUs granted to him under the RSU Scheme entitling him to receive 358,000 Shares in the Company subject to vesting, representing approximately 0.04% of the total number of issued Shares.
Save as disclosed above, as at the Latest Practicable Date, Mr. Bau does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders.
Mr. Bau has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Mr. Wang Li (王立), aged 38, is our executive Director and the vice president of our Company. Mr. Wang is primarily responsible for providing strategic advice on corporate developments to our Group, making recommendations on major operational matters and making managerial decisions within our Group. Mr. Wang is also a director, the principal's assistant and the head of international academic communication center of JAUS. Mr. Wang Li is the son-in-law of Mr. Huang Yulin, our executive Director, chairman of the board and chief executive officer of the Company.
Mr. Wang has over 6 years of experience in the education industry. Mr. Wang has been acting as the principal's assistant since April 2017 and the head of international academic communication center of JAUS since December 2017, as well as a director of JAUS since November 2016. Mr. Wang also served as the head of infrastructure and engineering department of JAUS from August 2014 to July 2019. Before joining our Group, from July 2004 to December 2008, Mr. Wang Li acted as the head of corporate planning department of Ganzhou Zhong Cheng Hao Jie Fang Industrial Co., Ltd.* (贛州眾成好街坊實業有限公司), where he was responsible for brand promotion planning and corporate culture development.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
From July 2011 to September 2012, Mr. Wang served as the chief creative officer in Han Yuan Zhen Guo Planning and Design Co., Ltd.* (漢元正果策劃設計有限公司), where his responsibilities include team management and creative strategic planning.
Mr. Wang received his bachelor's degree in fine arts from Gan Nan Normal University* (贛南師範大學) (formerly known as Gan Nan Normal College* (贛南師範學院)) in July 2004.
Mr. Wang has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the annual general meeting. For the year ended 31 December 2020, Mr. Wang received total emoluments of approximately RMB2,659,000 which was determined by the Board on the basis of Mr. Wang's performance, responsibility, workload and the time devoted to our Group, as well as the current market condition.
In pursuant to Part XV of the SFO, Mr. Wang is directly interested in the RSUs granted to him under the RSU Scheme entitling him to receive 2,391,000 Shares in the Company subject to vesting, representing approximately 0.24% of the total number of issued Shares. Mr. Wang is the spouse of Ms. Huang Yuan. Accordingly, Mr. Wang is deemed to be interested in 99,871,000 Shares in which Ms. Huang Yuan is interested, representing approximately 9.99% of the total number of issued Shares.
Save as disclosed above, as at the Latest Practicable Date, Mr. Wang has not held any directorship in any public listed companies in the past three years.
Mr. Wang has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Ms. Gan Tian (干甜), aged 36, is our executive Director and the vice president of our Company. Ms. Gan is primarily responsible for providing strategic advice on corporate developments to our Group, making recommendations on major operational matters and making managerial decisions within our Group. Ms. Gan is also a director, the principal's assistant and the head of the international cooperation department of JAUS.
Ms. Gan has approximately 14 years of experience in the education industry. Ms. Gan served as the deputy head of the marketing and publicity department of JAUS from September 2004 to December 2004. From January 2005 to January 2011, Ms. Gan served as the head of student affairs office of JAUS, the head of art troupe of JAUS and the secretary of Youth League Committee of JAUS. Ms. Gan has been acting as the principal's assistant since January 2011, the head of the international cooperation department since April 2012, a director of JAUS since December 2015 and various other positions.
Ms. Gan received her master degree in business management from Jiangxi Normal University* (江西師範大學) in June 2018, and her college diploma in business management from JAUS in July 2008.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Ms. Gan has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the annual general meeting. For the year ended 31 December 2020, Ms. Gan received total emoluments of approximately RMB287,000 which was determined by the Board on the basis of Ms. Gan's performance, responsibility, workload and the time devoted to our Group, as well as the current market condition.
In pursuant to Part XV of the SFO, Ms. Gan is directly interested in the RSUs granted to her under the RSU Scheme entitling her to receive 3,753,000 Shares in the Company subject to vesting, representing approximately 0.38% of the total number of issued Shares.
Save as disclosed above, as at the Latest Practicable Date, Ms. Gan (i) has not held any directorship in any public listed companies in the past three years; and (ii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders.
Ms. Gan has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
Chen Lin Education Group Holdings Limited
辰 林 教 育 集 團 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1593)
NOTICE IS HEREBY GIVEN THAT an annual general meeting of Chen Lin Education Group Holdings Limited (the ''Company'') will be held at Unit 2503, 25th Floor, Office Tower 1, The Harbourfront, Hung Hom, Kowloon, Hong Kong on Wednesday, 30 June 2021 at 3:00 p.m. (the ''Annual General Meeting'') to transact the following businesses:
- To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the ''Directors'') and the independent auditors of the Company for the year ended 31 December 2020.
- (a) To re-elect the following retiring Directors (as separate resolutions):
- To re-elect Mr. Li Cunyi as an executive Director.
- To re-elect Mr. Bau Siu Fung as an executive Director.
- To re-elect Mr. Wang Li as an executive Director.
- To re-elect Ms. Gan Tian as an executive Director.
- To authorize the board of directors (the ''Board'') to fix the Directors' remuneration.
- To re-appoint PricewaterhouseCoopers, Certified Public Accountants, as the auditors of the Company and to authorize the Board to fix their remuneration.
- To consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:
''THAT: - subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.0001 each in the share capital of the Company (the ''Shares''), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
- the approval in paragraph (a) of this resolution shall authorise the directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
- the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined);
- the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares;
- the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
- for the purpose of this resolution, ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
- the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
''Rights Issue'' means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).''
5. ''THAT:
- subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and
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NOTICE OF ANNUAL GENERAL MEETING
the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
- the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
- for the purpose of this resolution, ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
- the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.''
- ''THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution.''
- To declare a final dividend of RMB0.0187 (equivalent to HK$0.0223) per share for the year ended 31 December 2020.
By order of the Board
Chen Lin Education Group Holdings Limited
HUANG Yulin
Chairman
Hong Kong, 22 April 2021
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
- For the purpose of determining the identity of the shareholders entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 25 June 2021 to Wednesday, 30 June 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant certificates must be lodged with the Company's branch Shares registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 24 June 2021.
- For the purpose of determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Wednesday, 7 July 2021 to Friday, 9 July 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to the proposed final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 6 July 2021.
- A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
- In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Annual General Meeting.
- With respect to resolution no. 2 of this notice, Mr. Li Cunyi, Mr. Bau Siu Fung, Mr. Wang Li and Ms. Gan Tian shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Listing Rules are set out in the circular of the Company dated 22 April 2021.
As at the date of this notice, the Board comprises Mr. HUANG Yulin, Mr. LI Cunyi, Mr. BAU Siu Fung, Mr. WANG Li and Ms. GAN Tian as executive Directors and Mr. CHAN Hon Ki, Mr. CHEN Wanlong, Mr. HUANG Juyun and Mr. WANG Donglin as independent non- executive Directors.
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Chen Lin Education Group Holdings Ltd. published this content on 21 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2021 09:43:01 UTC.
