CHINA FEIHE 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, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Feihe Limited, you should at once hand this circular, together with the enclosed 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.
China Feihe Limited
中國飛鶴有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 6186)
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of China Feihe Limited to be held at Training Meeting Room, C-12th Floor, Star City International Building, 10 Jiuxianqiao Road, Chaoyang District, Beijing, China on Tuesday, 18 May 2021 at 10:00 a.m. is set out in this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to 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 possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Sunday, 16 May 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.feihe.com).
References to time and dates in this circular are to Hong Kong time and dates.
15 April 2021
CONTENTS | ||
Page | ||
Definitions | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | ||
1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
2. | Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
3. | Proposed Granting of General Mandate to Repurchase Shares . . . . . . . | 4 |
4. | Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . | 5 |
5. Proposed Payment of Final Dividend and Closure of Register of
Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |||
6. | Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . | 5 | ||
7. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Appendix I | - | Details of the Directors Proposed to be Re-elected | ||
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . | 7 | |||
Appendix II | - | Explanatory Statement on the Share Repurchase Mandate . | 12 | |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15 |
PRECAUTIONARY MEASURES FOR THE AGM
The Company will implement the following measures at the AGM, including:
- compulsory body temperature checks
- refusal of entry of those with a high temperature
- wearing of surgical face masks throughout the AGM
- no distribution of corporate gifts and refreshments
Any person who does not comply with the precautionary measures will be denied entry into the AGM venue.
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have
the following meanings:
"Annual General Meeting" | the annual general meeting of the Company to be held |
at Training Meeting Room, C-12th Floor, Star City | |
International Building, 10 Jiuxianqiao Road, | |
Chaoyang District, Beijing, China on Tuesday, 18 May | |
2021 at 10:00 a.m. (Hong Kong time), to consider and, | |
if appropriate, to approve the resolutions contained in | |
the notice of the meeting which is set out on pages 15 | |
to 19 of this circular, or any adjournment thereof | |
"Articles of Association" | the articles of association of the Company adopted on |
14 October 2019 and became effective on 13 November | |
2019, as amended from time to time | |
"Board" | the board of Directors |
"Company" | China Feihe Limited, an exempted company |
incorporated in Cayman Islands with limited liability, | |
the Shares of which are listed on the Main Board of the | |
Stock Exchange | |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollars, the lawful currency of Hong |
Kong | |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Issuance Mandate" | a general mandate proposed to be granted to the |
Directors to allot, issue or deal with additional Shares | |
of not exceeding 20% of the total number of issued | |
shares of the Company as at the date of passing of the | |
proposed ordinary resolution contained in item 6 of | |
the notice of the Annual General Meeting as set out in | |
this circular | |
"Latest Practicable Date" | 9 April 2021, being the latest practicable date prior to |
the printing of this circular for ascertaining certain | |
information in this circular |
- 1 -
DEFINITIONS | |
"Listing Rules" | the Rules Governing the Listing of Securities on the |
Stock Exchange as amended from time to time | |
"PRC" or "China" | the People's Republic of China |
"Pre-IPO Share Options(s)" | the pre-IPO share option(s) granted under the |
pre-IPO share option scheme adopted by the | |
Company on 14 October 2019 | |
"SFO" | the Securities and Futures Ordinance, Chapter 571 of |
the Laws of Hong Kong | |
"Share(s)" | ordinary share(s) of US$0.000000025 each in the |
issued capital of the Company or if there has been a | |
subsequent sub-division, consolidation, reclassification | |
or reconstruction of the share capital of the Company, | |
shares forming part of the ordinary equity share | |
capital of the Company | |
"Share Repurchase Mandate" | a general mandate proposed to be granted to the |
Directors to repurchase Shares on the Stock Exchange | |
of not exceeding 10% of the total number of issued | |
shares of the Company as at the date of passing of the | |
proposed ordinary resolution contained in item 5 of | |
the notice of the Annual General Meeting as set out in | |
this circular | |
"Shareholder(s)" | holder(s) of Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | The Code on Takeovers and Mergers and Share |
Buy-backs approved by the Securities and Futures | |
Commission as amended from time to time | |
"%" | per cent |
- 2 -
LETTER FROM THE BOARD
China Feihe Limited
中國飛鶴有限公司 | |
(Incorporated in the Cayman Islands with limited liability) | |
(Stock code: 6186) | |
Executive Directors: | Registered Office: |
Mr. LENG Youbin | Maricorp Services Ltd. |
Mr. LIU Hua | P.O. Box 2075 |
Mr. CAI Fangliang | George Town |
Ms. Judy Fong-Yee TU | Grand Cayman |
KY1-1105 | |
Non-Executive Directors: | Cayman Islands |
Mr. GAO Yu | |
Mr. Kingsley Kwok King CHAN | Headquarters and Principal Place of |
Mr. CHEUNG Kwok Wah | Business in the PRC: |
C-16th Floor, | |
Independent Non-Executive Directors: | Star City International Building |
Ms. LIU Jinping | 10 Jiuxianqiao Road |
Mr. SONG Jianwu | Chaoyang District |
Mr. FAN Yonghong | Beijing |
Mr. Jacques Maurice LAFORGE | PRC |
Principal Place of Business
in Hong Kong:
Level 54, Hopewell Centre
183 Queen's Road East
Hong Kong
15 April 2021
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 18 May 2021.
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LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
In accordance with Article 109 of the Articles of Association, Ms. Liu Jinping, Mr. Song Jianwu, Mr. Fan Yonghong and Mr. Jacques Maurice Laforge shall retire by rotation at the Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
Biographical details of the Directors to be re-elected at the Annual General Meeting that are required to be disclosed under the Listing Rules are set out in Appendix I to this circular.
Each of Ms. Liu Jinping, Mr. Song Jianwu, Mr. Fan Yonghong and Mr. Jacques Maurice Laforge, all being independent non-executive Directors eligible for re-election at the Annual General Meeting, had made annual confirmations and/or confirmations of independence pursuant to Rule 3.13 of the Listing Rules, respectively. The Company is of the view that each of Ms. Liu Jinping, Mr. Song Jianwu, Mr. Fan Yonghong and Mr. Jacques Maurice Laforge meets the independence guidelines set out in Rule 3.13 of the Listing Rules and are independent in accordance with the terms of the guidelines.
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 the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity 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 all the retiring Directors who are due to retire at the Annual General Meeting. The Company considers that the retiring independent non-executive Directors are independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on 22 June 2020, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting (i.e. a total of 893,334,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting. The Directors wish to state that they have no immediate plan to repurchase any issued Shares pursuant to the Share Repurchase Mandate.
- 4 -
LETTER FROM THE BOARD
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 22 June 2020, a general mandate was granted to the Directors to allot, issue or deal with Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting (i.e. a total of 1,786,668,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting. The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.
5. PROPOSED PAYMENT OF FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS
The Board resolved to recommend a final dividend of HK$0.1586 per Share for the year ended 31 December 2020. As at the Latest Practicable Date, the Company has 8,933,340,000 issued Shares. Based on the number of issued Shares as at the Latest Practicable Date, the final dividend, if declared and paid, will amount to an aggregate amount of approximately HK$1,416,838,727. In order to ascertain Shareholders' entitlement to attend and vote at the Annual General Meeting and to the proposed final dividend, the register of members of the Company will be closed from Thursday, 13 May 2021 to Tuesday, 18 May 2021 (both days inclusive) and from Tuesday, 25 May 2021 to Wednesday, 26 May 2021 (both days inclusive) respectively, during which periods no transfer of shares will be registered.
6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 15 to 19 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll save that the chairman of the meeting may, pursuant to the Listing Rules, allow a resolution relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
- 5 -
LETTER FROM THE BOARD
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.feihe.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the 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 possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Sunday, 16 May 2021) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and, in such event the proxy form should be deemed to be revoked.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolution to be proposed at the Annual General Meeting.
7. RECOMMENDATION
The Directors consider that the proposed re-election of retiring Directors and granting of the Share Repurchase Mandate and the Issuance Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
China Feihe Limited
Leng Youbin
Chairman
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APPENDIX I | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
- Ms. Liu Jinping, Independent Non-Executive Director
Ms. Liu Jinping (劉晉萍), aged 49, was appointed as an independent non-executive Director in June 2019, with effect from October 2019. Ms. Liu has been an independent non-executive director of YuanShengTai Dairy Farm Limited (原生態牧業有限公司, listed on Hong Kong Stock Exchange, Stock Code: 1431) since December 2020. Ms. Liu is currently a deputy director of the Center of Extracorporeal Circulation and the director of the Department of Pediatric Extracorporeal Circulation of Fu Wai Hospital (阜外醫院). She has been a chief physician of the Department of Extracorporeal Circulation in anesthesiology of Fu Wai Hospital since September 2012. Before that, she served in several positions in the Department of Extracorporeal Circulation of Fu Wai Hospital, including an associate chief physician from September 2006 to September 2012, an attending physician from August 2001 to August 2005, and a resident physician from August 1995 to August 2001.
Ms. Liu received a bachelor 's degree in medical science from Harbin Medical University (哈爾濱醫科大學) in Heilongjiang, China in September 1995, and a master 's degree and then a doctorate degree in anesthesia from Peking Union Medical College (北 京協和醫學院) in Beijing, China in September 2002 and 2014, respectively. She was admitted as a practicing physician in May 1999 and was certified as a physician and chief physician in November 2002 and July 2011, respectively, by the Ministry of Health of the PRC.
Pursuant to a letter of appointment, Ms. Liu has been appointed as an independent non-executive Director of the Company for a term of three years commencing from 15 October 2019 which may be terminated by either party giving at least three months' written notice. Ms. Liu is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Article of Association. Pursuant to the letter of appointment, Ms. Liu receives an annual remuneration of HK$400,000.
As at the Latest Practicable Date, Ms. Liu did not have any interests or short positions in the Shares, underlying Shares and debentures (as defined under Part XV of the SFO) of the Company or any of its associated corporations pursuant to Part XV of the SFO. Ms. Liu meets the independence guidelines as set out in Rule 3.13 of the Listing Rules.
Save as disclosed above, Ms. Liu (i) does not hold other positions in the Group, (ii) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, and (iii) has not held any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
- 7 -
APPENDIX I | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Save for the information disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Liu that need to be brought to the attention of the Shareholders.
- Mr. Song Jianwu, Independent Non-Executive Director
Mr. Song Jianwu (宋建武), aged 57, was appointed as an independent non-executive Director in June 2019, with effect from October 2019. Mr. Song has been a professor and doctoral supervisor of Renmin University of China (中國人民大學) since August 2015. Before that, he served in several positions in China University of Political Science and Law (中國政法大學), including the director of the School of Journalism and Communication from October 2008 to March 2013 and a deputy director of the School of Humanities from January 2006 to October 2008.
Mr. Song served as an independent director of Shenzhen Topway Video Communication Co., Ltd. (深圳天威視訊有限公司, listed on the Shenzhen Stock Exchange, Stock Code: 002238) from September 2014 to December 2020. He currently serves as an independent director of Shanghai Orient Webcasting Co., Ltd. (上海東方網股份有限公司, listed on the National Equities Exchange & Quotations, NEEQ: 834678). He is now an executive council member of Beijing Internet Association (首都互聯網協會). He has been serving as an independent director of Zhewen Interactive Group Co., Ltd. (浙文互聯集團股 份有限公司, listed on the Shanghai Stock Exchange, Stock Code: 600986) since November
2020.
Mr. Song received a bachelor 's degree in journalism and a doctorate degree in communication from Renmin University of China in Beijing, China in July 1984 and June 2005, respectively. He obtained the qualification certificate of independent directors from the Shanghai Stock Exchange in August 2011.
Pursuant to a letter of appointment, Mr. Song has been appointed as an independent non-executive Director of the Company for a term of three years commencing from 15 October 2019 which may be terminated by either party giving at least three months' written notice. Mr. Song is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Article of Association. Pursuant to the letter of appointment, Mr. Song receives an annual remuneration of HK$400,000.
As at the Latest Practicable Date, Mr. Song did not have any interests or short positions in the Shares, underlying Shares and debentures (as defined under Part XV of the SFO) of the Company or any of its associated corporations pursuant to Part XV of the SFO. Mr. Song meets the independence guidelines as set out in Rule 3.13 of the Listing Rules.
- 8 -
APPENDIX I | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Save as disclosed above, Mr. Song (i) does not hold other positions in the Group, (ii) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, and (iii) has not held any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save for the information disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Song that need to be brought to the attention of the Shareholders.
- Mr. Fan Yonghong, Independent Non-Executive Director
Mr. Fan Yonghong (范勇宏, former name: 范永紅), aged 53, was appointed as an independent non-executive Director in June 2019, with effect from October 2019. He has extensive experience in financial management. Mr. Fan served as an independent director and a member of the audit committee of Yintech Investment Holdings Limited (銀科投資控 股有限公司, listed on the Nasdaq Stock Exchange, Stock Code: YIN) from May 2018 to November 2020, and is responsible for, among other things, reviewing the financial statements of Yintech Investment Holdings Limited. Mr. Fan has been an independent director and a member of the Audit committee, Compensation Committee and Nominating and Corporate Governance Committee of Puxin Limited (listed on the New York Stock Exchange, Stock Code: NEW) since June 2019. Mr. Fan used to serve as the general manager of Hongshi Capital Management Co., Ltd., (宏實資本管理有限公司) and is responsible for, among other things, overseeing the overall financial performance of the company since March 2016. He also held various management positions in China Construction Bank Corporation (中國建設銀行) and Huaxia Securities Co., Ltd. (華夏證券 股份有限公司) from 1988 to 1998. Mr. Fan served as the general manager of China Asset Management Co., Ltd. (華夏基金管理有限公司) and then the chairman of the board of China Asset (Hong Kong) Co., Ltd. (華夏基金(香港)有限公司) from 1998 to 2013. Mr. Fan served as the chief investment officer (首席投資執行官) of China Life Asset Management Company Limited (中國人壽資產管理有限公司) from December 2013 to April 2015. Mr. Fan has also accumulated extensive experience in financial management (including reviewing financial statements) during his work as the general manager of China Asset Management Co., Ltd. and the chief investment officer of China Life Asset Management Company Limited.
Mr. Fan served as the vice chairman of Asset Management Association of China (中 國證券投資基金業協會) from 2007 to 2011 and a member of the third and fourth sessions of Issuance Examination Committee of China Securities Regulatory Commission (中國證券監 督管理委員會發行審核委員會) from 1997 to 2001, where he was involved in the review of listing applications from all aspects (including financial) of PRC companies.
Mr. Fan graduated from the Postgraduate Department of Institute of Fiscal Finance under the Ministry of Finance (財政部財政科學研究所, renamed as Chinese Academy of Fiscal Sciences (中國財政科學研究院) in 2016) in July 1998 and obtained a doctor 's degree in economics. Mr. Fan currently serves as an external postgraduate supervisor (外聘研究生 導師) of Chinese Academy of Fiscal Sciences.
- 9 -
APPENDIX I | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Pursuant to a letter of appointment, Mr. Fan has been appointed as an independent non-executive Director of the Company for a term of three years commencing from 15 October 2019 which may be terminated by either party giving at least three months' written notice. Mr. Fan is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Article of Association. Pursuant to the letter of appointment, Mr. Fan receives an annual remuneration of HK$400,000.
As at the Latest Practicable Date, Mr. Fan did not have any interests or short positions in the Shares, underlying Shares and debentures (as defined under Part XV of the SFO) of the Company or any of its associated corporations pursuant to Part XV of the SFO. Mr. Fan meets the independence guidelines as set out in Rule 3.13 of the Listing Rules.
Save as disclosed above, Mr. Fan (i) does not hold other positions in the Group, (ii) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, and (iii) has not held any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save for the information disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Fan that need to be brought to the attention of the Shareholders.
- Mr. Jacques Maurice Laforge, Independent Non-Executive Director
Mr. Jacques Maurice Laforge, aged 65, was appointed as an independent non-executive Director in June 2019, with effect from October 2019. He has extensive experience in Canadian dairy industry. He was the chief executive officer and commissioner with Canadian Dairy Commission from February 2012 to May 2018. Before that, he served in Dairy Farmers of Canada, a non-profit organization funded by dairy farmers from January 1989 to July 2011 at several positions, including a board member from January 1989 to August 1999, a member of executive committee from August 1999 to March 2001, the second vice president from March 2001 to August 2003, the first vice president from August 2003 to August 2004 and the president from August 2004 to July 2011. Mr. Laforge currently serves as the president of Laforge Environmental Inc. and Laforge Holsteins Ltd., a waste to energy facilities and mixed farming operation located in Canada.
Mr. Laforge obtained a high school diploma from Polyvalente Thomas Albert in June
1973. He was awarded the New Brunswick Innovation Recognition Award for Small Business and the Order of New Brunswick in October 2011, and the Queen Elizabeth II Diamond Jubilee Medal in 2012.
- 10 -
APPENDIX I | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Pursuant to a letter of appointment, Mr. Laforge has been appointed as an independent non-executive Director of the Company for a term of three years commencing from 15 October 2019 which may be terminated by either party giving at least three months' written notice. Mr. Fan is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Article of Association. Pursuant to the letter of appointment, Mr. Laforge receives an annual remuneration of HK$400,000.
As at the Latest Practicable Date, Mr. Laforge did not have any interests or short positions in the Shares, underlying Shares and debentures (as defined under Part XV of the SFO) of the Company or any of its associated corporations pursuant to Part XV of the SFO. Mr. Laforge meets the independence guidelines as set out in Rule 3.13 of the Listing Rules.
Save as disclosed above, Mr. Laforge (i) does not hold other positions in the Group,
- does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, and (iii) has not held any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save for the information disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Laforge that need to be brought to the attention of the Shareholders.
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APPENDIX II | EXPLANATORY STATEMENT ON THE |
SHARE REPURCHASE MANDATE | |
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 8,933,340,000 Shares.
Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 8,933,340,000 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 893,334,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.
2. REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.
Shares repurchase may, depending on the 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 a repurchase will benefit the Company and the Shareholders.
3. FUNDING OF SHARE REPURCHASE
The Company may only apply funds legally available for share repurchase in accordance with its memorandum and articles of association, the laws of Cayman Islands and/or any other applicable laws, as the case may be.
4. IMPACT OF SHARE REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share 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.
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APPENDIX II | EXPLANATORY STATEMENT ON THE |
SHARE REPURCHASE MANDATE | |
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months were as follows:
Month | Highest | Lowest | |
HK$ | HK$ | ||
April, 2020 | 16.16 | 12.34 | |
May, 2020 | 16.50 | 12.58 | |
June, 2020 | 16.80 | 13.62 | |
July, 2020 | 18.20 | 14.42 | |
August, 2020 | 17.76 | 14.48 | |
September, 2020 | 19.04 | 15.02 | |
October, 2020 | 19.48 | 17.00 | |
November, 2020 | 19.40 | 16.50 | |
December, 2020 | 18.84 | 16.94 | |
January, 2021 | 25.70 | 18.20 | |
February 2021 | 24.75 | 20.70 | |
March, 2021 | 22.80 | 18.10 | |
April, 2021 (up to the Latest Practicable Date) | 23.45 | 21.55 | |
6. | GENERAL |
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.
7. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, 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
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APPENDIX II | EXPLANATORY STATEMENT ON THE |
SHARE REPURCHASE MANDATE | |
Shareholder 's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, each of Garland Glory Holdings Limited, LYB International Holdings Limited (which wholly owns Garland Glory Holdings Limited), Harneys Trustees Limited (as the trustee of Leng Family Trust which beneficially owns LYB International Holdings Limited), and Mr. Leng Youbin (as settlor of Leng Family Trust) is taken to have an interest under the SFO in the same block of 3,869,911,881 Shares, representing approximately 43.32% of the total number of Shares then in issue. Apart from the foregoing, Mr. Leng Youbin holds one-third of the equity interests in Dasheng Limited. Dasheng Limited holds 397,325,754 shares and has been granted Pre-IPO Share Options to subscribe for 190,190,704 Shares. In the event that the Directors exercise in full the power to repurchase Shares under the Share Repurchase Mandate, then (assuming the present shareholdings remain the same) the attributable shareholding of Mr. Leng Youbin would be increased by more than 2% of the issued share capital of the Company. The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
To the best knowledge of the Company, save as disclosed above, the Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
8. SHARE REPURCHASE MADE BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
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NOTICE OF ANNUAL GENERAL MEETING
China Feihe Limited
中國飛鶴有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 6186)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting (the "AGM") of China Feihe Limited (the "Company") will be held at Training Meeting Room, C-12th Floor, Star City International Building, 10 Jiuxianqiao Road, Chaoyang District, Beijing, China on Tuesday, 18 May 2021 at 10:00 a.m. for the following purposes:
- To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2020.
- To declare a final dividend of HK$0.1586 per share for the year ended 31 December 2020.
- (a) To re-elect Ms. Liu Jinping as an Independent Non-Executive Director of the Company.
- To re-elect Mr. Song Jianwu as an Independent Non-Executive Director of the Company.
- To re-elect Mr. Fan Yonghong as an Independent Non-Executive Director of the Company.
- To re-elect Mr. Jacques Maurice Laforge as an Independent Non-Executive Director of the Company.
- To authorise the board of directors of the Company to fix the respective directors' remuneration.
- To re-appoint Ernst & Young as the auditor of the Company and to authorize the board of directors of the Company to fix its remuneration.
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT: - subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong
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NOTICE OF ANNUAL GENERAL MEETING
Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
- the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
-
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 the articles of association of the Company or any applicable laws to be held; and
- the date on which the mandate set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."
6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
- subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
- the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
- a Rights Issue (as defined below);
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NOTICE OF ANNUAL GENERAL MEETING
- the exercise of options under a share option scheme of the Company; and
- any scrip dividend scheme 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,
shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
-
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 the articles of association of the Company or any applicable laws to be held; and
- the date on which the mandate set out in this resolution 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 holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 recognized regulatory body or any stock exchange)."
7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted
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NOTICE OF ANNUAL GENERAL MEETING
and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."
By Order of the Board
China Feihe Limited
Leng Youbin
Chairman
Beijing, China, 15 April 2021
Notes:
- All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
- Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy (or more than one proxy if he/she is the holder of two or more shares of the Company) to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
- In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited 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 not less than 48 hours before the time appointed for the meeting (i.e. not later than 10:00 a.m. on Sunday, 16 May 2021) or any adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
- For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Thursday, 13 May 2021 to Tuesday, 18 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer documents 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 for registration not later than 4:30 p.m. on Wednesday, 12 May 2021.
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NOTICE OF ANNUAL GENERAL MEETING
- For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the AGM), the register of members of the Company will be closed from Tuesday, 25 May 2021 to Wednesday, 26 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfer documents 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 for registration not later than 4:30 p.m. on Monday, 24 May 2021.
- References to time and dates in this notice are to Hong Kong time and dates.
PRECAUTIONARY MEASURES FOR THE AGM
The Company will implement the following measures at the AGM, including:
- compulsory body temperature checks
- refusal of entry of those with a high temperature
- wearing of surgical face masks throughout the AGM
- no distribution of corporate gifts and refreshments
Any person who does not comply with the precautionary measures will be denied entry into the AGM venue.
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China Feihe Ltd. published this content on 15 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 April 2021 09:08:03 UTC.
