GOLDEN SOLAR NEW ENERGY TECHNOLOGY HOLDINGS LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
BAOFENG MODERN INTERNATIONAL HOLDINGS COMPANY LIMITED寶峰時尚國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1121) NOTICE OF ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of Baofeng Modern International Holdings Company Limited (the "Company") will be held on Monday, 9 October 2017 at 2:30 p.m. at 20/F, OfficePlus @Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONSTo receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and reports of the directors of the Company (the "Directors") and auditors of the Company for the year ended 31 December 2016.
To re-appoint Pan-China (H.K.) CPA Limited as auditors of the Company and the board of Directors (the "Board") of the Company be authorised to fix their remuneration.
To re-elect Mr. Chen Shaohua as an independent non-executive Director.
To re-elect Professor Zhao Jinbao as an independent non-executive Director.
To authorise the Board to fix remuneration of the Directors.
"THAT:
subject to paragraph (C) of this resolution 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 (the "Shares") in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares) during or after the end of the Relevant Period;
the aggregate nominal amount of share capital 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 paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme adopted by the Company 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 subscribe for Shares or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend in accordance with the articles of association (the "Articles") of the Company from time to time, shall not exceed 20% of the total number of the issued Shares at the time of passing this resolution and said approval shall be limited accordingly; and
for the purposes of this resolution:
"Relevant Period" means the period from the time of 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 laws of the Cayman Islands or the Articles to be held; or
the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange)."
"THAT:
subject to paragraph (C) of this resolution below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such Shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;
the approval in paragraph (A) of this resolution above 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 to procure the Company to repurchase its Shares at a price determined by the Directors;
the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the total number of the issued Shares as at the time of passing this resolution and the said approval shall be limited accordingly; and
for the purposes of this resolution:
"Relevant Period" means the period from the time of 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 laws of the Cayman Islands or the Articles to be held; or
the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
"THAT conditional upon the passing of resolutions 6 and 7 as set out in this notice convening the Meeting of which this resolution forms part, the general mandate granted to the Directors pursuant to resolution 6 as set out in this notice convening the Meeting of which this resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to resolution 7 as set out in this notice convening the Meeting of which this resolution forms part, provided that such amount shall not exceed 10% of the total number of the issued Shares as at the date of passing this resolution."
"THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the shares to be issued upon exercise of any options to be granted under the Refreshed Limit (as defined below) pursuant to the share option scheme (the "Share Option Scheme") adopted by the Company on 8 January 2011, (a) the scheme mandate limit under the Share Option Scheme be refreshed so that the total number of shares of the Company to be allotted and issued upon exercise of any options to be granted under the Share Option Scheme and any other share option schemes of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme and any other share option schemes of the Company) shall not exceed 10% of the total number of the issued Shares as at the date of the passing this resolution (the "Refreshed Limit"); (b) that the Directors be and are hereby authorised to do such acts and things and execute all such documents, including under seal where appropriate, as they consider necessary or expedient to give effect to the foregoing arrangement; and (c) such increase in the Refreshed Limit shall in no event result in the number of shares of the Company which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other schemes of the Company exceed 30% of the Shares in issue from time to time."
On behalf of the Board
Baofeng Modern International Holdings Company Limited Zheng Jingdong
Chairman
Hong Kong, 31 August 2017
As at the date of this announcement, the executive Directors are Mr. Zheng Jingdong and Mr. Leung Tsz Chung; the non-executive Director is Ms. Lin Weihuan; and the independent nonexecutive Directors are Ms. An Na, Mr. Chen Shaohua and Professor Zhao Jinbao.
Baofeng Modern International Holdings Company Limited published this content on 30 August 2017 and is solely responsible for the information contained herein.
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