JH EDUCATIONAL TECHNOLOGY INC. 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, a licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in JH Educational Technology INC. (the "Company"), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer, 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.
JH Educational Technology INC.
嘉 宏 教 育 科 技 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1935)
- PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;
- PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
- PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND AND SPECIAL FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT;
AND
(IV) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM of the Company to be held at No. 618 Liuweng Road, Liushi Town, Yueqing, Zhejiang, the PRC on Friday, 14 May 2021 at 10 a.m. is set out on pages 14 to 19 of this circular.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, 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 (i.e. 10 a.m. on Wednesday, 12 May 2021) before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and any adjournment thereof should you so wish.
15 April 2021
CONTENTS
Page | |
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | |
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
Proposed Granting of General Mandates to Issue and to Repurchase Shares . . . . . . . . | 4 |
Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . | 5 |
Proposed Declaration and Payment of Final Dividend and | |
Special Final Dividend Out of the Share Premium Account . . . . . . . . . . . . . . | 5 |
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
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 . . . . . . . . . . . . . . . . . . . . . . . . . . | 14 |
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" | the annual general meeting of the Company to be held at No. 618 |
Liuweng Road, Liushi Town, Yueqing, Zhejiang, the People's Republic | |
of China on Friday, 14 May 2021 at 10 a.m., to consider and, if | |
appropriate, to approve the resolutions contained in the notice of the | |
AGM set out on pages 14 to 19 of this circular or any adjournment thereof | |
"Articles" | the articles of association adopted by the Company, adopted on 30 May |
2019, and amended from time to time | |
"Board" | the board of Directors |
"Cayman Companies Act" | the Companies Act, Cap 22 (Act 3 of 1961, as consolidated and revised) |
of the Cayman Islands as amended, supplemented or otherwise modified | |
from time to time | |
"Company" | JH Educational Technology INC. ( 嘉宏教育科技有限公司), a company |
incorporated in the Cayman Islands on 23 June 2017 as an exempted | |
company with limited liability, whose shares are listed on the main board | |
of the Stock Exchange (stock code: 1935) | |
"Director(s)" | the director(s) of the Company |
"Final Dividend" | the proposed final dividend of HK5.00 cents per Share as recommended |
by the Board | |
"General Mandate" | a general and unconditional mandate to be granted to the Directors to |
allot, issue and deal with Shares with a total number not exceeding 20% | |
of the total number of the Shares of the Company in issue as at the date of | |
passing of the relevant resolution granting such mandate | |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollar(s), the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Latest Practicable Date" | 7 April 2021, 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 |
"PRC" | the People's Republic of China |
"Register of Members" | the register of members of the Company |
- 1 -
DEFINITIONS | |
"Repurchase Mandate" | a general and unconditional mandate to be granted to the Directors |
to exercise the power of the Company to repurchase Shares up to a | |
maximum of 10% of the total number of Shares of the Company in issue | |
as at the date of passing the relevant resolution granting such mandate | |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | the Securities and Futures Ordinance of Hong Kong, (Chapter 571 of the |
Laws of Hong Kong) as amended, supplemented or otherwise modified | |
from time to time | |
"Share(s)" | the ordinary share(s) of US$0.01 each in the share capital of the Company |
"Shareholder(s)" | the holder(s) of the Share(s) |
"Share Premium Account" | the share premium account of the Company, the amount standing to the |
credit of which was approximately RMB171,394,000 as at 31 December | |
2020 based on the audited consolidated financial statement of the | |
Company as at that date | |
"Special Final Dividend" | the proposed special final dividend of HK6.25 cents per Share as |
recommended by the Board | |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | the Codes on Takeovers and Mergers and Share Buy-backs issued by the |
Securities and Futures Commission in Hong Kong, as amended from time | |
to time | |
"US$" | United States dollars and cents, respectively, the lawful currency of the |
United States | |
"%" | per cent |
For the purpose of this circular and for illustration purpose only, the exchange rate between HK$ and RMB is 1: 0.8416 and no representation is made that any amount in HK$ or RMB could have been or could be converted at such rates or at any other rates.
In this circular, the terms "close associate", "core connected person", "controlling shareholder", "subsidiary" and "substantial shareholder" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.
- 2 -
LETTER FROM THE BOARD
JH Educational Technology INC.
嘉 宏 教 育 科 技 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1935)
Executive Directors: | Registered office |
Mr. Chen Yuguo (Chairman) | Cricket Square |
Mr. Chen Yuchun | Hutchins Drive |
Mr. Chen Shu | P.O. Box 2681 |
Mr. Chen Nansun | Grand Cayman KY1-1111 |
Mr. Chen Lingfeng | Cayman Islands |
Non-executive Director: | Principal place of business in |
Ms. Zhang Xuli | Hong Kong |
Room 2106, 21/F | |
Independent non-executive Directors: | Emperor Group Centre |
Ms. Bi Hui | 288 Hennessy Road |
Mr. Fung Nam Shan | Wanchai |
Mr. Wang Yuqing | Hong Kong |
15 April 2021
To the Shareholders
Dear Sir/Madam,
- PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;
- PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
- PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND AND SPECIAL FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT;
AND
(IV) NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you with information in respect of the resolutions to be proposed at the AGM including, among other matters, (i) proposed to grant the Directors the General Mandate and the Repurchase Mandate; (ii) proposed re-election of the retiring Directors; (iii) proposed declaration and payment of the Final Dividend and the Special Final Dividend for the year ended 31 December 2020 out of the Share Premium Account; and (iv) to give the notice of the AGM at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the aforesaid matter.
A notice convening the AGM is set out on pages 14 to 19 of this circular.
- 3 -
LETTER FROM THE BOARD
2. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES
At the annual general meeting of the Company held on 22 May 2020, the Directors were granted by the then Shareholder (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 as at the date of passing the resolution;
- a general unconditional mandate to repurchase Shares up to 10% of the aggregate number of Shares of the Company in issue as at the date of passing the resolution; and (iii) to extend the general mandate of (i) above to include Shares repurchased pursuant to the general mandate of (ii) above. Such general mandates will expire at the conclusion of the forthcoming AGM.
At the AGM, separate ordinary resolutions will be proposed:
- to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares with a total number of Shares not exceeding 20% of the total number of Shares in issue of the Company as at the date of passing the resolution. The General Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. Based on 1,600,830,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased prior to the date of the AGM, the Directors will be authorised to issue up to 320,166,000 Shares under the General Mandate;
- to grant the Repurchase Mandate to the Directors to exercise all powers of the Company to repurchase issued Shares subject to the criteria set out in this circular. Under such Repurchase Mandate, the maximum number of Shares that the Company may be repurchased shall not exceed 10% of the total number of Shares in issue of the Company as at the date of passing the resolution. As at the Latest Practicable Date, the number of Shares in issue is 1,600,830,000 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and assuming no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 160,083,000 Shares, being 10% of the total number of Shares in issue of the Company as at the date of passing of the resolution in relation thereto. The Repurchase Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and
- subject to the passing of the aforesaid ordinary resolutions granting the General Mandate and the Repurchase Mandate, to extend the number of Shares to be issued and allotted under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.
In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution granting the Repurchase Mandate at the AGM.
- 4 -
LETTER FROM THE BOARD
3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
In accordance with Article 84(2) of the Articles, Mr. Chen Yuguo, Mr. Chen Yuchun and Mr. Chen Shu, the executive Directors, shall retire and being eligible, have offered themselves for re-election at the AGM. At the AGM, ordinary resolutions will be proposed to re-elect each of Mr. Chen Yuguo, Mr. Chen Yuchun and Mr. Chen Shu as an executive Director. The biographical details of the above named Directors who are subject to re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.
4. PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND AND SPECIAL FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT
At the meeting of the Board held on 26 March 2021, the Board recommended the declaration and payment of a final dividend of HK5.00 cents per ordinary Share and a special final dividend of HK6.25 cents per ordinary Share for the year ended 31 December 2020.
As at the Latest Practicable Date, there were a total of 1,600,830,000 Shares in issue. Based on the number of issued Shares as at the Latest Practicable Date, the Final Dividend and the Special Final Dividend, if declared and paid, will amount to approximately HK$80.04 million and HK$100.05 million, respectively. Subject to the fulfilment of the conditions set out in the section headed "Conditions of the Payment of Final Dividend and the Special Final Dividend out of the Share Premium Account" below, the Final Dividend and the Special Final Dividend are intended to be paid out of the Share Premium Account pursuant to Article 134 of the Articles and in accordance with the Cayman Companies Act.
As at 31 December 2020, based on the audited consolidated financial statements of the Group, the amount standing to the credit of the Share Premium Account was approximately RMB171,394,000. Following the payment of the Final Dividend and the Special Final Dividend, there will be a remaining balance of approximately RMB19,820,000 standing to the credit of the Share Premium Account.
Conditions of the Payment of the Final Dividend and the Special Final Dividend out of the Share Premium Account
The payment of the Final Dividend and the Special Final Dividend out of the Share Premium Account is conditional upon the satisfaction of the following conditions:
- the passing of an ordinary resolution by the Shareholders declaring and approving the payment of the Final Dividend and the Special Final Dividend out of the Share Premium Account pursuant to Article 134 of the Articles; and
- the Directors being satisfied that there are no reasonable grounds for believing that the Company is, immediately following the date on which the Final Dividend and the Special Final Dividend is paid, unable to pay its debts as they fall due in the ordinary course of business.
Subject to the fulfilment of the above conditions, it is expected that the Final Dividend and the Special Final Dividend will be paid in cash on or about Friday, 4 June 2021 to those Shareholders whose names appear on the Register of Members at close of business on Thursday, 27 May 2021, being the record date of determination of entitlements of the Final Dividend and the Special Final Dividend.
- 5 -
LETTER FROM THE BOARD
The conditions set out above cannot be waived. If the conditions set out above are not satisfied, the Final Dividend and the Special Final Dividend will not be paid.
Reasons for and effect of the payment of the Final Dividend and the Special Final Dividend out of the Share Premium Account
To reward the Shareholders, the Board considers it appropriate to distribute the Final Dividend and the Special Final Dividend to repay the Shareholders' support.
After taking into account a number of factors including cash flow and financial condition of the Company, the Board considers it is appropriate and proposes that the Final Dividend and the Special Final Dividend be paid out of the Share Premium Account in accordance with Article 134 of the Articles and the Cayman Companies Act. The Board considers such arrangement to be in the interests of the Company and its Shareholders as a whole.
The Board believes that the payment of the Final Dividend and the Special Final Dividend will not have any material adverse effect on the underlying assets, business, operations or financial position of the Group and does not involve any reduction in the authorised or issued share capital of the Company or reduction in the nominal value of the Shares or result in any change in the trading arrangements in respect of the Shares.
5. CLOSURE OF REGISTER OF MEMBERS
The Register of Members will be closed from Monday, 10 May 2021 to Friday, 14 May 2021 (both days inclusive), for the purpose of determining the entitlement to attend and vote at the AGM scheduled to be held on Friday, 14 May 2021. The record date will be Friday, 14 May 2021. In order to be eligible to attend and vote at the AGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's 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, not later than 4:30 p.m. on Friday, 7 May 2021.
The Register of Members will be closed from Tuesday, 25 May 2021 to Thursday, 27 May 2021 (both days inclusive), for the purpose of determining the entitlements to the Final Dividend and the Special Final Dividend for the year ended 31 December 2020. The record date will be Thursday, 27 May 2021. In order to qualify for the Final Dividend and the Special Final Dividend, all transfer forms accompanied by relevant share certificates must be lodged with the Company's 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, not later than 4:30 p.m. on Monday, 24 May 2021.
6. ANNUAL GENERAL MEETING
Set out on pages 14 to 19 of this circular is a notice convening the AGM at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve, among other matters, (i) general mandates to issue shares and to repurchase shares; (ii) the re-election of the retiring Directors; and
- declaration and payment of the Final Dividend and the Special Final Dividend for the year ended 31 December 2020 out of the Share Premium Account.
Enclosed with this circular is a form of proxy for use at the AGM. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road
- 6 -
LETTER FROM THE BOARD
East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. 10 a.m. on Wednesday, 12 May 2021) before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and any adjournment thereof should you so wish. In the event that a Shareholder having lodged a form of proxy attends the AGM, his form of proxy will be deemed to have been revoked.
All the resolutions set out in the notice of the AGM would be decided by poll in accordance with the Listing Rules and the Articles. The chairman will explain the detailed procedures for conducting a poll at the commencement of the AGM.
On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy will have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/her/its votes or cast all his/her/its votes in the same way.
In view of the ongoing COVID-19 epidemic, the Company will implement the following prevention and control measures targeting COVID-19 at the AGM to protect Shareholders from infection:
- Compulsory body temperature check will be conducted, and any person with a body temperature beyond normal range will be denied entry into the venue;
- Every Shareholder or authorized representative must wear a surgical mask; and
- The Company will maintain appropriate distance and space in the venue.
The Company strongly recommends Shareholders, who intend to attend the AGM, to submit the form of proxy for voting instead of attending the AGM in person. The form of proxy has been dispatched to Shareholders and is available to download on the Company's website (www.jheduchina.com) or HKExnews' website (www.hkexnews.hk).
After the conclusion of the AGM, the poll results will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jheduchina.com).
7. RECOMMENDATION
The Directors consider that (i) the granting of the General Mandate and the Repurchase Mandate to the Directors to issue and to repurchase Shares; (ii) the re-election of the retiring Directors; and (iii) the declaration and payment of the Final Dividend and the Special Final Dividend out of the Share Premium Account are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to vote in favor of all the resolutions proposed at the AGM.
8. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, 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.
- 7 -
LETTER FROM THE BOARD
9. GENERAL
Your attention is drawn to the additional information set out in the appendices to this circular.
10. 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
JH Educational Technology INC.
Chen Yuguo
Chairman
- 8 -
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. SHARE CAPITAL
As at the Latest Practicable Date, there was a total of 1,600,830,000 Shares in issue. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased or cancelled after the Latest Practicable Date and up to the date of passing such resolution at the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 160,083,000 Shares, representing 10% of the existing issued Shares as at the date of the passing of the relevant resolution at the AGM.
2. REASONS FOR REPURCHASES
The Directors have no present intention to repurchase any Shares but consider that the ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earning 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.
As compared with the financial position of the Company as at 31 December 2020 (as disclosed in its latest audited consolidated financial statements for the year ended 31 December 2020), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period. In the circumstances, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.
3. FUNDING OF REPURCHASES
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 Cayman Companies Act, 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 Cayman Companies Act, out of capital.
4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined under the Listing Rules), has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.
- 9 -
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is granted by the Shareholders.
5. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to repurchase pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Articles and the laws of the Cayman Islands.
6. EFFECT OF TAKEOVERS CODE
A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial Shareholder in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best of the knowledge and belief of the Company and as recorded in the register required to be kept by the Company under Section 336 of the SFO, as at the Latest Practicable Date, Mr. Chen Yuguo beneficially owns 378,000,000 Shares, representing approximately 23.613% of the total number of Shares in issue as at the Latest Practicable Date. In the event that the Directors exercise in full the power to repurchase the Shares pursuant to the Shares Repurchase Mandate which is proposed to be granted, the shareholding of Mr. Chen Yuguo would be increased to approximately 26.24% of the then total number of Shares of the Company in issue and such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Company has no intention to exercise the Repurchase Mandate to such extent that it would give rise to an obligation to make a mandatory offer under the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25% of the total issued Shares of the Company.
7. SHARE PURCHASE MADE BY THE COMPANY
The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
- 10 -
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
8. SHARE PRICES
During each of the previous twelve months to the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
April | 1.71 | 1.60 |
May | 2.05 | 1.66 |
June | 2.46 | 1.65 |
July | 3.21 | 2.33 |
August | 3.75 | 3.03 |
September | 3.92 | 3.01 |
October | 3.46 | 3.15 |
November | 3.91 | 3.12 |
December | 3.98 | 3.23 |
2021 | ||
January | 4.15 | 3.62 |
February | 4.69 | 3.72 |
March | 3.98 | 3.09 |
April (up to the Latest Practicable Date) | 3.73 | 3.58 |
- 11 -
APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
The biographical details of the Directors proposed to be re-elected at the AGM are set out below:
EXECUTIVE DIRECTORS
Mr. Chen Yuguo (陳餘國), aged 60, the founder of our Group, was appointed as the chairman of the Board, chief executive officer and an executive Director of our Company in June 2017 and is in charge of the overall management and strategic development of our Group.
Mr. Chen has more than 23 years of experience in education. The following table shows the key work experience of Mr. Chen:
Roles and | ||||||||||||
Period | Company | Position | responsibilities | |||||||||
September 1997 to | Jingyi Secondary School | Chairman | of | the | board | Overall | work | of | the | |||
present | of directors | board of directors | ||||||||||
July 2000 to | Zhejiang | Changzheng | Chairman | of | the | board | Overall | work | of | the | ||
August 2017 | College of | Finance & | of directors | board of | directors | and | ||||||
Economics* | (浙江長征 | major decision making | ||||||||||
財經進修學院), known | ||||||||||||
as Changzheng College | ||||||||||||
since December 2000 | ||||||||||||
August 2017 to | Changzheng College | Chairman | of | the | board | Overall | work | of | the | |||
present | of directors | board of | directors | and | ||||||||
major decision making |
Mr. Chen obtained the qualification as senior engineer granted by Chenzhou Personnel Bureau* (郴州市人事局) in November 2010. He was awarded as "Zhejiang Province Outstanding Private Entrepreneur" for the year 2014.
Mr. Chen is the young brother of Mr. Chen Yuchun, an executive Director; father of Mr. Chen Shu, an executive Director and Mr. Chen Lingfeng, an executive Director; uncle of Mr. Chen Nansun, an executive Director, and brother-in-law of Ms. Zhang Xuli, a non-executive Director.
Mr. Chen has entered into a service agreement with the Company for an initial fixed term of one year commencing from 18 June 2019 (the Listing Date), which may be terminated by not less than three months' notice in writing served by either party on the other. He is entitled to receive emoluments of HK$1,280,000 per annum as determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Chen was interested and deemed to be interested in 378,000,000 Shares pursuant to Part XV of the SFO.
* For identification purposes only
- 12 -
APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Mr. Chen Yuchun (陳餘春), aged 69, the founder of our Group, was appointed as an executive Director of our company on 3 November 2018, responsible for campus infrastructure construction of Changzheng College.
Mr. Chen has more than 23 years of experience in education.
From September 1997 to December 2002, Mr. Chen was the director of Jingyi Secondary School, his roles and responsibilities included campus infrastructure construction and so on. From June 2003 to present, Mr. Chen has been the executive director of Changzheng College, his roles and responsibilities including campus infrastructure construction and so on.
Mr. Chen is the elder brother of Mr. Chen Yuguo, an executive Director; uncle of Mr. Chen Nansun, an executive Director; Mr. Chen Shu, an executive Director, and Mr. Chen Lingfeng, an executive Director, and brother-in-law of Ms. Zhang Xuli, a non-executive Director.
Mr. Chen has entered into a service agreement with the Company for an initial fixed term of one year commencing from 18 June 2019 (the Listing Date), which may be terminated by not less than three months' notice in writing served by either party on the other. He is entitled to receive emoluments of HK$380,000 per annum as determined by the Board with reference to his duties and responsibilities and the prevailing market condition.
As at the Latest Practicable Date, Mr. Chen was interested and deemed to be interested in 120,000,000 Shares pursuant to Part XV of the SFO.
Mr. Chen Shu (陳澍) whose former name was Chen Ru (陳如), aged 35, joined our Group in March
2009 and was appointed as an executive Director of our Company on 3 November 2018, responsible for logistics, procurement and external cooperation of Changzheng College.
Mr. Chen has more than 12 years of experience in education.
From March 2009 to present, Mr. Chen has been the assistant to the chairman of the board of directors of Changzheng College, his roles and responsibilities including logistics, procurement and external cooperation.
Mr. Chen graduated from the Hubei University of Economics (湖北經濟學院) in Wuhan City, Hubei Province, the PRC with a degree of bachelor of administration in June 2008. He graduated from the University of Electronic Science and Technology of China (電子科技大學) in Chengdu City, Sichuan Province, the PRC with a degree of master of engineering in June 2014.
Mr. Chen is the son of Mr. Chen Yuguo, an executive Director; elder brother of Mr. Chen Lingfeng, an executive Director; nephew of Mr. Chen Yuchun, an executive Director and Ms. Zhang Xuli, a non- executive Director, and cousin of Mr. Chen Nansun, an executive Director.
Mr. Chen has entered into a service agreement with the Company for an initial fixed term of one year commencing from 18 June 2019 (the Listing Date), which may be terminated by not less than three months' notice in writing served by either party on the other. He is entitled to receive emoluments of HK$380,000 per annum as determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Chen was interested and deemed to be interested in 216,000,000 Shares pursuant to Part XV of the SFO.
- 13 -
NOTICE OF ANNUAL GENERAL MEETING
JH Educational Technology INC.
嘉 宏 教 育 科 技 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1935)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of JH Educational Technology INC. (the "Company") will be held at No. 618 Liuweng Road, Liushi Town, Yueqing, Zhejiang, the People's Republic of China on Friday, 14 May 2021 at 10 a.m. for the following purposes:
Ordinary Resolutions
To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:
- To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors (the "Director(s)") and auditors of the Company (the "Auditors") for the year ended 31 December 2020.
- (a) To declare a final dividend of HK5.00 cents per ordinary Share out of the share premium account of the Company (the "Final Dividend") for the year ended 31 December 2020.
- Any Director be and is hereby authorised to take such action, do such things and execute such further documents as the Director may at his/her absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Final Dividend.
- (a) To declare a special final dividend of HK6.25 cents per ordinary Share out of the share premium account of the Company (the "Special Final Dividend") for the year ended 31 December 2020.
- Any Director be and is hereby authorised to take such action, do such things and execute such further documents as the Director may at his/her absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Special Final Dividend.
- (a) To re-elect the following retiring Directors of the Company:
- Mr. Chen Yuguo as an executive Director of the Company;
- Mr. Chen Yuchun as an executive Director of the Company; and
- Mr. Chen Shu as an executive Director of the Company.
- To authorise the board of the Directors to fix the remuneration of the Directors.
- 14 -
NOTICE OF ANNUAL GENERAL MEETING
- To re-appoint Ernst & Young as the Auditors and authorise the board of the Directors to fix their remuneration.
- To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:
"That: - subject to paragraph (c) below, 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 the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
- the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/ or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of shares of the Company in issue as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of Shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, the said approval shall be limited accordingly;
- 15 -
NOTICE OF ANNUAL GENERAL MEETING
-
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 any applicable law or the Articles of the Company to be held; and
- the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
"Rights Issue" means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."
7. To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:
"That:
- subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;
- the total number of shares of the Company which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of Shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, and the said approval shall be limited accordingly; and
- 16 -
NOTICE OF ANNUAL GENERAL MEETING
-
for the purposes 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 any applicable law or the Articles of the Company to be held; and
- the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
8. To consider and if thought fit, pass the following resolution (with or without modification) as ordinary resolution of the Company:
"That conditional upon the passing of resolutions nos. 6 and 7 above, the general mandate to the Directors pursuant to resolution no. 6 be and is hereby extended by the addition thereto of the total number of shares of the Company repurchased by the Company under the authority granted pursuant to the resolution no. 7, provided that such number of added shares shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution."
By order of the Board | |
JH Educational Technology INC. | |
Chen Yuguo | |
Chairman | |
Zhejiang, the People's Republic of China | |
15 April 2021 | |
Registered office: | Principal place of business in Hong Kong: |
Cricket Square | Room 2106, 21/F |
Hutchins Drive | Emperor Group Centre |
P.O. Box 2681 | 288 Hennessy Road |
Grand Cayman, KY1-1111 | Wanchai |
Cayman Islands | Hong Kong |
Notes:
- The resolution at the AGM (except those relate to the procedural or administrative matters, which should be taken by a show of hands as the chairman of the AGM may decide, in good faith) will be taken by a poll pursuant to the Listing Rules and the results of the poll will be published on the website of Stock Exchange in accordance with the Listing Rules.
- Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint on or more proxies to attend and vote on his behalf.
- 17 -
NOTICE OF ANNUAL GENERAL MEETING
- In order to be valid, a form of proxy must be deposited at the Company's branch share registrar in Hong Kong, 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 (i.e. 10 a.m. on Wednesday, 12 May 2021) before the time appointed for the holding of the above meeting or not less than 48 hours before the time appointed for the holding of any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending and voting in person if he is subsequently able to be present and in such event the form of proxy shall be deemed revoked.
- The instrument appointing a proxy shall 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 its common seal or under the hand of an officer or attorney or other person duly authorized.
- The form of proxy must be signed by the appointor or by his attorney authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
- Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.
- For the purposes of holding the AGM, the register of members of the Company will be closed from Monday, 10 May 2021 to Friday, 14 May 2021 (both days inclusive), for the purpose of determining the entitlement to attend and vote at the AGM scheduled to be held on Friday, 14 May 2021. In order to be eligible to attend and vote at the AGM, all transfer forms accompanied by the relevant share certificates must be lodged 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, not later than 4:30 p.m. on Friday, 7 May 2021.
- For the purpose of determining the entitlement to the Final Dividend and the Special Final Dividend for the year ended 31 December 2020, the register of members of the Company will be closed from Tuesday, 25 May 2021 to Thursday, 27 May 2021 (both days inclusive). In order to qualify for the Final Dividend and the Special Final Dividend, all transfer forms accompanied by the relevant share certificates must be lodged 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, not later than 4:30 p.m. on Monday, 24 May 2021.
- If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force within a period of two
(2) hours before the commencement of the AGM, the AGM will be postponed or adjourned. The Company will post an announcement on the websites of the Company (www.jheduchina.com) and the Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The AGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the AGM under bad weather condition bearing in mind their own situations. - In view of the ongoing COVID-19 epidemic, the Company will implement the following prevention and control measures targeting COVID-19 at the AGM to protect Shareholders from infection:
- Compulsory body temperature check will be conducted, and any person with a body temperature beyond normal range will be denied entry into the venue;
- Every Shareholder or authorized representative must wear a surgical mask; and
- The Company will maintain appropriate distance and space in the venue.
- 18 -
NOTICE OF ANNUAL GENERAL MEETING
The Company strongly recommends Shareholders, who intend to attend the AGM, to submit the form of proxy for voting instead of attending the AGM in person. The form of proxy has been dispatched to Shareholders and is available to download on the Company's website (www.jheduchina.com) or HKExnews' website (www.hkexnews.hk).
11. References to time and dates of this notice are to Hong Kong time and dates.
As at the date of this notice, the executive Directors of the Company are Mr. Chen Yuguo, Mr. Chen Yuchun, Mr. Chen Shu, Mr. Chen Nansun and Mr. Chen Lingfeng; the non-executive Director is Ms. Zhang Xuli; and the independent non- executive Directors are Ms. Bi Hui, Mr. Fung Nam Shan and Mr. Wang Yuqing.
- 19 -
Attachments
- Original document
- Permalink
Disclaimer
JH Educational Technology Inc. published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 08:40:02 UTC.
