SHUANGHUA HOLDINGS LIMITED 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.
SHUANGHUA HOLDINGS LIMITED(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1241) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETINGA notice convening an annual general meeting of Shuanghua Holdings Limited (the "Company") to be held at Forum Room II-III, Basement 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Monday, 26 June 2017 at 10 a.m. is set out on pages 13 to 17 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time of the meeting to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investors Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.
25 May 2017
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the BoardIntroduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Proposed general mandates to issue and repurchase shares . . . . . . . . . . . . . . . . 4 Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix I - Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Notice of Annual General Meeting 13In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting" the annual general meeting of the Company to be held
on Monday, 26 June 2017 at 10 a.m. at Forum Room II-III, Basement 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong or any adjournment thereof, the notice of which is set out on pages 13 to 17 of this circular
"Articles of Association" the articles of association adopted by the Company and
as amended from time to time by resolution of the Shareholders
"Board" the board of Directors
"close associate(s)" has the same meaning as ascribed to it thereto under the
Listing Rules
"Companies Ordinance" the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong)
"Company" Shuanghua Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange
"core connected person(s)" has the same meaning as ascribed to it under the Listing
Rules
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date" 19 May 2017, being the latest practicable date prior to
the printing of this circular for 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
"Repurchase Mandate" the repurchase mandate proposed to be granted to the
Directors at the Annual General Meeting to repurchase up to 10% of the issued share capital of the Company as at the date of the Annual General Meeting
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share Issue Mandate" The general mandate proposed to be granted to the
Directors at the Annual General Meeting to allot, issue and deal with up to 20% of the issued share capital of the Company as at the date of the Annual General Meeting
"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"subsidiary" a subsidiary within the meaning of the Companies Ordinance for the time being of the Company whether incorporated in Hong Kong or else where and "subsidiaries" shall be construed accordingly
"Takeovers Code" the Codes on Takeovers and Mergers and Share Repurchases
"%" per cent.
SHUANGHUA HOLDINGS LIMITED(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1241)Executive Directors:
Zheng Ping (Chairman)
Tang Lo Nar
Non-executive Director:
Kong Xiaoling
Independent non-executive Directors:
Chen Ke He Binhui
Chen Lifan
Registered office:
Conyers Trust Company (Cayman) Limited Cricket Square
Hutchins Drive
PO Box 2681 Grand Cayman KY-1111 Cayman Islands
Head office:
9th Floor
Tongsheng Building No. 458 Fushan Road Pudong District
Shanghai PRC
Principal place of business in Hong Kong:
2nd Floor Eton Tower
8 Hysan Avenue Causeway Bay Hong Kong
To the Shareholders
Dear Sir or Madam,
PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTIONThe purpose of this circular is to give you further information regarding the resolutions to be proposed at the Annual General Meeting relating to (i) the granting to the Directors a
general mandate to allot, issue and deal with Shares not exceeding 20% of the Shares in the issued share capital of the Company as at the date of the resolution; (ii) the granting of the Directors a general mandate to repurchase Shares not exceeding 10% of the Shares in the issued share capital of the Company as at the date of the resolution; and (iii) the proposed re-election of Directors who will retire at the Annual General Meeting and to seek your approval of the resolutions in relation thereto to be proposed at the Annual General Meeting.
This circular contains the explanatory statement in compliance with the Listing Rules and to give all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions.
The notice of the Annual General Meeting is set out on pages 13 to 17 of this circular.
PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARESIn order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the Share Issue Mandate. At the Annual General Meeting, an ordinary resolution will be proposed to (i) grant to the Directors a general mandate to allot, issue and deal with new Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to the Share Issue Mandate; and (ii) extend the Share Issue Mandate by the amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the Repurchase Mandate.
As at the Latest Practicable Date, the issued share capital of the Company comprised 650,000,000 Shares. Subject to the passing of the ordinary resolution in relation to the Share Issue Mandate, and on the basis there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Issue Mandate, the Company will be allowed to issue a maximum of 130,000,000 Shares.
Ordinary resolutions will also be proposed at the Annual General Meeting to grant the Directors a general mandate to exercise all powers of the Company to repurchase issued and fully paid Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to the Repurchase Mandate. The Repurchase Mandate allows the Company to make or agree to make repurchases only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by law or by the Articles of Association; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
EXPLANATORY STATEMENTAn explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The information in the explanatory statement is provided to you with all information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate.
PROPOSED RE-ELECTION OF DIRECTORSAs at the Latest Practicable Date, the executive Directors are Zheng Ping and Tang Lo Nar; the non-executive Director is Kong Xiaoling; and the independent non-executive Directors are Chen Ke, He Binhui and Chen Lifan.
Pursuant to Article 84 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to the retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. In addition, the Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Further, any Director appointed by the Board to fill casual vacancy on the Board shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.
Accordingly, He Binhui, Tang Lo Nar and Chen Lifan, will retire as Directors by rotation in accordance with the Articles of Association of the Company. He Binhui, Tang Lo Nar and Chen Lifan, being eligible, offer themselves for re-election at the Annual General Meeting.
Brief biographical and other details of He Binhui, Tang Lo Nar and Chen Lifan, who are proposed to be re-elected at the Annual General Meeting are set out as follows:
He Binhui, aged 49, is our independent non-executive Director. Mr. He is also a member of the remuneration committee and the nomination committee, and the chairman of the audit committee of the Board. During 2000 to 2009, he had been serving as the head of capital market department and the general manager of the investment banking department of Shanghai office of China Galaxy Securities Co., Ltd. (中國銀河證券有限責任公司). In 2007, he joined Shanghai Shuanghua as independent director. From December 2009 to July 2016, he had been serving as the general manager assistant and the general manager of investment banking department of Cai Tong Securities Co. (財通證券有限公司). Since July 2016, he has been serving as the managing director of CMBI Capital Management (Shenzhen) Co., Ltd. (招 銀國際資本管理（深圳）有限公司). From 1987 to 1991, he studied Mathematics on a full-time basis in the Ningbo University (寧波大學) and has obtained his bachelor's degree majoring in Science in 1991. From 1993 to 1996, he studied on a full-time basis in the Hangzhou Electronic Industry University (杭州電子工業學院) (currently known as Hangzhou Dianzi University (杭州電子科技大學)) and has obtained his master's degree of Economics majoring in Accounting in 1996. He was qualified as auditor in 1997 by Beijing Institute of Chartered Accountants (北京註冊會計師協會).
Mr. He joined the Group in 2007 and was appointed as the independent non-executive Director in 2011. Mr. He entered into a service contract with the Company for a fixed term of three years from 8 June 2011 to 7 June 2014. Mr. He retired by rotation and has been re-elected as a director at the Company's annual general meetings for several times. Mr. He will also retire and offer for re-election at the Annual General Meeting. Upon his re-election as an independent non-executive Director at the Annual General Meeting, the terms of his appointment shall remain valid. The terms for re-election will be for three years or for such shorter period as may be decided at the Annual General Meeting until determined by either party giving three months' prior written notice. He is entitled to a director's remuneration of approximately RMB60,000 per year, which is determined with reference to Mr. He's qualification, experience, performance and market rates.
Ms. Tang Lo Nar (鄧露娜), aged 44, is our executive Director, the chief financial officer and the company secretary of the Company. She joined our Group in 2011, and was appointed to the Board in April 2012. Ms. Tang was the company secretary of two Hong Kong main board listed companies, namely Asia Resources Holdings Limited (stock code: 899) and Karce International Holdings Company Limited (stock code: 1159), for the periods from 31 December 2008 to 1 April 2010 and from 12 January 2009 to 1 April 2010, respectively, and the company secretary of a Hong Kong main board listed company, namely Yueshou Environmental Holdings Limited (stock code: 1191) from 2 March 2012 to 10 October 2014. She is a Fellow of the Association of Chartered Certified Accountants and a member of Hong Kong Society of Accountants, the Hong Kong Institute of Company Secretaries and the Institute of Chartered Secretaries and Administrators. Ms. Tang obtained a master's degree in Applied Finance from University of Western Sydney in 2004, a master's degree in English for Professions from The Hong Kong Polytechnic University in 2002, and a bachelor's degree in Accountancy from The Hong Kong Polytechnic University in 1995. Ms. Tang has over 20 years of experience in accounting, tax, audit, company secretarial and finance. From 1995 to 2004, Ms. Tang worked in leading accounting firms, handling various matters of accounting, tax and audit matters. Since 2005, Ms. Tang began her own business by establishing a private company in Hong Kong to provide accounting, management consultancy, tax planning and company secretarial services.Ms. Tang entered into service contract with the Company for a fixed term of three years from 13 April 2012. Ms. Tang retired by rotation and has been re-elected as a director at the Company's annual general meetings for several times. Ms. Tang will also retire and offer for re-election at the Annual General Meeting. Upon her re-election as an executive Director at the Annual General Meeting, the terms of her appointment shall remain valid. The terms for re-election will be for three years or for such shorter period as may be decided at the Annual General Meeting until determined by either party giving three months' prior written notice. She is entitled to a director's remuneration of approximately RMB60,000 per year, which is determined with reference to Ms. Tang's qualification, experience, performance and market rates.
Mr. Chen Lifan (陳禮璠 ), aged 78, is our independent non-executive director. Mr. Chen is also a member of the audit committee and remuneration committee, and the chairman of the nomination committee of the Board. From 1957 to 1962, he studied on a full-time basis in the Jilin University of Technology and obtained his bachelor's degree majoring in automobile application engineering in 1962. In 2008, he attended and completed the training programme for independent executive directors hosted by Shenzhen Stock Exchange (深圳證 券交易所). He worked as a professor and doctoral supervisor in the School of Automobile of Jilin University of Technology (吉林工業大學汽車學院), Jiaotong University (交通學院) and School of Automobile Engineering of Tongji University (同濟大學汽車工程學院), CDHK (中 德學院) and CDHAW (中德工程學院) and has over 40 years' experience in automobile engineering.
Mr. Chen joined the Group and was appointed as the independent non-executive director in 2011. Mr. Chen entered into a service contract with the Company for a fixed term of three years from 8 June 2011 to 7 June 2014. Mr. Chen retired by rotation and has been re-elected as a director at the Company's annual general meetings for several times. Mr. Chen will also retire and offer for re-election at the Annual General Meeting. Upon his re-election as an independent non-executive Director at the Annual General Meeting, the terms of his appointment shall remain valid. The terms for re-election will be for three years or for such shorter period as may be decided at the Annual General Meeting until determined by either party giving three months' prior written notice. He is entitled to a director's remuneration of approximately RMB60,000 per year, which is determined with reference to Mr. Chen's qualification, experience, performance and market rates.
Save as disclosed hereof, as at the Latest Practicable Date, and to the best knowledge and belief of the Board, the Directors confirmed that:
each of He Binhui, Tang Lo Nar and Chen Lifan is not connected with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company;
each of He Binhui, Tang Lo Nar and Chen Lifan has no other interests in the Shares which are required to be disclosed under Part XV of the SFO;
each of He Binhui, Tang Lo Nar and Chen Lifan does not hold any directorships in listed public companies in the last three years;
there is no other information that needs to be disclosed pursuant to any of the requirements as set out in Rule 13.51(2)(h) to (v) of the Listing Rules; and
the Company is not aware of any other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange in relation to the re-election of Directors.
The notice of the Annual General Meeting is set out on pages 13 to 17 of this circular. A form of proxy for the Annual General Meeting is enclosed herewith.
To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, 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 as soon as practicable but in any event no later than 48 hours before the time for holding the Annual General Meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the Annual General Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.
VOTING AT THE ANNUAL GENERAL MEETINGPursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the Annual General Meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting pursuant to Article 66 of the Articles of Association.
CLOSURE OF REGISTER OF MEMBERSThe register of members of the Company will be closed from Thursday, 22 June 2017 to Monday, 26 June 2017, both days inclusive, during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents 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 Wednesday, 21 June 2017 for registration.
RECOMMENDATIONThe Directors consider that the resolutions proposed in the notice of the Annual General Meeting are fair and reasonable and in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board of
Shuanghua Holdings Limited Zheng PingChairman
25 May 2017
This Appendix serves as an explanatory statement given to all the Shareholders, as required by the Listing Rules, to provide all the requisite information in relation to the Repurchase Mandate.
-
LISTING RULES FOR REPURCHASES OF SHARES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares subject to certain restrictions, the more important of which are summarised below:
-
Share capital
Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the relevant resolutions granting the Repurchase Mandate. The Company's authority is restricted to purchase in accordance with the Listing Rules. As at the Latest Practicable Date, there were in issue an aggregate of 650,000,000 Shares. Exercise in full of the Repurchase Mandate, on the basis that no further Shares would be issued or repurchased prior to the date of the Annual General Meeting, would accordingly result in up to 65,000,000 Shares being repurchased by the Company. The Shares repurchased by the Company shall, subject to applicable law, be automatically cancelled upon such repurchase.
-
Funding of repurchase
Repurchase of the Shares will be funded out of funds legally available for such purpose in accordance with the memorandum and Articles of Association of the Company and the applicable laws of the Cayman Islands.
The Company is empowered by its memorandum and Articles of Association to repurchase its Shares. The Cayman Islands laws provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on redemption may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the share premium of the Company. Under the Cayman Islands laws, the repurchased Shares will remain part of the authorised but unissued share capital.
-
Reasons for repurchase
The Directors believe that it is in the interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase shares of the Company on the market. The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be
made when the Directors believe that such repurchases of Shares will benefit the Company and the Shareholders.
As compared with the position of the Company in its financial statements for the year ended 31 December 2016, being the date of its latest audited consolidated accounts, 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 made in full during the proposed repurchase period.
The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.
-
Directors, their close associates and core connected persons
None of the Directors nor, to the best of the knowledge of the Directors having made all reasonable enquiries, any of their close associates has any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.
As at the Latest Practicable Date, no core connected person of the Company has notified the Company that he/she has a present intention to sell Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Repurchase Mandate is granted.
-
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 make repurchase pursuant to the Repurchase Mandate in the proposed resolution in accordance with the Listing Rules, the memorandum and Articles of Association of the Company and the applicable laws of the Cayman Islands.
- Effect of the Takeovers Code
If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 26 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
Shuanghua Holdings Ltd. published this content on 25 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 01 June 2017 14:01:16 UTC.
Original documenthttp://shuanghua.todayir.com/attachment/201705251531551716825834_en.pdf
Public permalinkhttp://www.publicnow.com/view/2F536CA79EF531D45611ADCA16B20262DC9C3B1A
