CHTC FONG'S INTERNATIONAL COMPANY LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This circular is issued by CHTC Fong's International Company Limited (the "Company").
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in the Company, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker, or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
CHTC FONG'S INTERNATIONAL COMPANY LIMITED 中 國 恒 天 立 信 國 際 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 641)
- GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES
- RE-ELECTIONOF THE RETIRING DIRECTORS AND
- NOTICE OF ANNUAL GENERAL MEETING
The notice convening the annual general meeting of the Company to be held at Level 13, Tower 2, Kowloon Commerce Centre, 51 Kwai Cheong Road, Kwai Chung, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. is set out on pages 14 to 18 of this circular.
Whether or not you intend to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at Level 13, Tower 2, Kowloon Commerce Centre, 51 Kwai Cheong Road, Kwai Chung, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.
22 April 2021
CONTENTS | ||
Page | ||
Definitions . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | ||
1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
2. | General mandates to issue and repurchase shares . . . . . . . . . . . . . . . . . . . . . . . | 4 |
3. | Re-election of the retiring directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
4. | Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
5. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
6. | Precautionary measures for the AGM in view of the recent coronavirus epidemic . . . . | 7 |
7. | Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
8. | Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
Appendix I | - Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Appendix II | - Biography of the retiring directors proposed to be re-elected . . . . . . | 11 |
Notice of annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 14 |
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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 Level 13, Tower 2, Kowloon Commerce Centre, 51 | |
Kwai Cheong Road, Kwai Chung, Hong Kong on Friday, | |
28 May 2021 at 11:00 a.m., and any adjournment thereof |
"Board"
"Bye-laws"
"CG Code"
"close associate(s)"
"Company"
the board of Directors
the bye-laws of the Company, as amended from time to time
the Corporate Governance Code as set out in Appendix 14 to the Listing Rules
has the same meaning ascribed thereto under the Listing Rules
CHTC Fong's International Company Limited 中國恒天立信 國際有限公司, an exempted company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exchange
"connected person"
"controlling shareholder"
"core connected person(s)"
has the same meaning ascribed thereto under the Listing Rules
has the same meaning ascribed thereto under the Listing Rules
has the same meaning ascribed thereto 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 |
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DEFINITIONS
"Hong Kong"
"Latest Practicable Date"
"Listing Rules"
"PRC"
"SFO"
"Share(s)"
"Shareholder(s)"
"Stock Exchange"
"Takeovers Code"
"%"
the Hong Kong Special Administrative Region of the PRC
16 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
the Rules Governing the Listing of Securities on the Stock Exchange
the People's Republic of China
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
the ordinary share(s) of HK$0.05 each in the share capital of the Company
the registered holder(s) of the Share(s)
The Stock Exchange of Hong Kong Limited
the Codes on Takeovers and Mergers and Shares Repurchases issued by the Securities and Futures Commission in Hong Kong
per cent
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LETTER FROM THE BOARD
CHTC FONG'S INTERNATIONAL COMPANY LIMITED 中 國 恒 天 立 信 國 際 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 641)
Executive Directors:
Mr. Ye Maoxin (Chairman)
Mr. Guan Youping (Chief Executive Officer)
Ms. Guo Yunfei (Chief Financial Officer)
Mr. Wu Xudong
Non-executive Director:
Mr. Fong Kwok Leung, Kevin
Independent Non-executive Directors:
Mr. Ying Wei
Dr. Yuen Ming Fai
Mr. Li Jianxin
To the Shareholders
Dear Sir or Madam,
Registered Office:
5th Floor, Victoria Place, 31 Victoria Street, Hamilton HM 10, Bermuda
Head office and principal place of business:
Level 13, Tower 2,
Kowloon Commerce Centre,
51 Kwai Cheong Road,
Kwai Chung,
Hong Kong
22 April 2021
- GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES
- RE-ELECTIONOF THE RETIRING DIRECTORS AND
- NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information with respect to the resolutions
to be proposed at the forthcoming AGM to be held on Friday, 28 May 2021 relating to, among other things, (i) the general mandates to issue Shares and to repurchase Shares by the Company; and (ii) the re-election of the retiring Directors, and to give you the notice of the AGM.
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LETTER FROM THE BOARD
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
At the last annual general meeting of the Company held on 28 May 2020, resolutions were passed granting general mandates to the Directors to exercise all powers of the Company to issue and to repurchase Shares. Such general mandates will lapse at the conclusion of the forthcoming AGM. Ordinary resolutions will therefore be proposed at the forthcoming AGM to grant to the Directors general mandates as follows:
- to allot, issue or deal with Shares with an aggregate number of Shares not exceeding 20% of the number of issued Shares as at the date of passing the proposed resolution at the AGM (the "Share Issue Mandate"); and
- to repurchase Shares with an aggregate number of Shares not exceeding 10% of the number of issued Shares as at the date of passing the proposed resolution at the AGM (the "Share Repurchase Mandate").
The Listing Rules provide that, unless the Stock Exchange agrees otherwise, in the event the Share Issue Mandate is exercised and Shares are placed for cash consideration under the Share Issue Mandate, the issue price of the Shares may not be at a price which represents a discount of 20% or more to the benchmarked price of the Shares, such benchmarked price being the higher of:
- the closing price of the Shares as quoted on the Stock Exchange on the date of the relevant placing agreement or other agreement involving the proposed issue of Shares under the Share Issue Mandate; and
- the average closing price of the Shares as quoted on the Stock Exchange in the five trading days immediately prior to the earlier of:
- the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of Shares under the Share Issue Mandate;
- the date of the placing agreement or other agreement involving the proposed issue of Shares under the Share Issue Mandate; and
- the date on which the placing or subscription price is fixed.
In terms of the price at which Shares may be issued at time of exercise of the Share Issue Mandate, the Company will comply with the then prevailing requirements under the Listing Rules.
In addition, an ordinary resolution will be proposed at the forthcoming AGM to grant to the Directors to extend the Share Issue Mandate by adding any Shares repurchased under the Share Repurchase Mandate to the total number of Shares which may be allotted and issued under the Share Issue Mandate.
An explanatory statement relating to the Share Repurchase Mandate is set out in Appendix I to this circular.
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LETTER FROM THE BOARD
3. RE-ELECTION OF THE RETIRING DIRECTORS
Pursuant to bye-law 99 of the Bye-laws, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that the Chairman and Managing Director (if any) of the Company shall not be subject to retirement by rotation or be taken into account in determining the number of Directors to retire. A retiring Director shall be eligible for re-election.
Pursuant to bye-law 102(B) of the Bye-laws, any Director appointed by the Board either to fill a casual vacancy or as an addition to the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Any Director appointed by the Board pursuant to bye-law 102(B) of the Bye-laws shall not be taken into account in determining the number of Directors to retire by rotation.
Accordingly, Ms. Guo Yunfei, Dr. Yuen Ming Fai and Mr. Li Jianxin will retire from the Board at the AGM and, being eligible, will offer themselves for re-election.
Pursuant to code provision A.4.3 of the CG Code, if an Independent Non-executive Director has served the Company for more than nine years, any further appointment of such Independent Non-executive Director should be subject to a separate resolution to be approved by the Shareholders.
Dr. Yuen Ming Fai was appointed as an Independent Non-executive Director in September
2004. During his tenure of office over the past years, Dr. Yuen has been able to fulfill all the requirements regarding independence of an Independent Non-executive Director and provide annual confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. To the best knowledge of the Directors, as at the Latest Practicable Date, the Company is not aware of any matters or events that may occur and affect the independence of Dr. Yuen.
During his tenure of office, Dr. Yuen has performed his duty as an Independent Non- executive Director to the satisfaction of the Board. The Board is of the opinion that Dr. Yuen remains independent notwithstanding the length of his service and believes that his valuable professional knowledge and general business acumen will continue to generate significant contribution to the Board, the Company and the Shareholders as a whole.
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LETTER FROM THE BOARD
Pursuant to code provision A.4.3 of the CG Code, a separate ordinary resolution will be proposed at the AGM to approve the re-election of Dr. Yuen as an Independent Non-executive Director.
Biographical details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
4. ANNUAL GENERAL MEETING
The notice of the AGM is set out on pages 14 to 18 of this circular. At the AGM, ordinary resolutions will be proposed to approve, among other things, (i) the general mandates to issue Shares and to repurchase Shares by the Company; and (ii) the re-election of the retiring Directors.
According to bye-law 70 of the Bye-laws, at any general meeting of the Company, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the results of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by, among others, the chairman of such meeting. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except for resolution which relates purely to a procedural or administrative matter. In order to comply with the Listing Rules, the chairman of the AGM will demand a poll for every resolution put to the vote at the AGM pursuant to bye-law 70 of the Bye-laws. The Company will announce the poll results after the AGM.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at Level 13, Tower 2, Kowloon Commerce Centre, 51 Kwai Cheong Road, Kwai Chung, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding 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 or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.
5. RECOMMENDATION
The Directors consider that all ordinary resolutions set out in the notice of the AGM are in the best interest of the Company and the Shareholders as a whole, and therefore recommend the Shareholders to vote in favour of such resolutions at the AGM.
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LETTER FROM THE BOARD
6. PRECAUTIONARY MEASURES FOR THE AGM IN VIEW OF THE RECENT CORONAVIRUS EPIDEMIC
In view of the recent development of the coronavirus epidemic caused by coronavirus disease 2019 (COVID-19), and in order to better protect the safety and health of the Shareholders, a series of epidemic precautionary measures will be implemented at the venue of the AGM:
- compulsory body temperature check will be conducted for every person at the entrance of the venue of AGM. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the venue; and
- every person is required to wear facial mask at the venue of the AGM.
Furthermore, the Company will not serve refreshment at the AGM to avoid the coming into close contact amongst participants. The Company wishes to remind the Shareholders and other participants who will attend the AGM in person to take personal precautions and abide by the requirements of epidemic precaution and control at the venue of the AGM. The Company also advises the Shareholders to attend and vote at the AGM by way of non-physical presence. The Shareholders may choose to vote by filling in and submitting the relevant proxy form of the AGM, and appoint the chairman of the AGM as a proxy to vote on relevant resolution(s) as instructed in accordance with the relevant proxy form instead of attending the AGM in person. For more details, please refer to the proxy form for the AGM.
7. 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 aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
8. ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular.
The English text shall prevail over the Chinese text in this circular.
Yours faithfully,
For and on behalf of the Board
CHTC Fong's International Company Limited
Ye Maoxin
Chairman
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APPENDIX I | EXPLANATORY STATEMENT |
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable Shareholders to make an informed decision on whether to vote for or against the resolution in relation to the Share Repurchase Mandate.
1. LISTING RULES
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
The Listing Rules provide that repurchases of securities of such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by a specific approval of a particular transaction and that the securities to be repurchased must be fully paid up.
2. SHARES IN ISSUE
As at the Latest Practicable Date, there were a total of 1,100,216,570 Shares in issue.
Subject to the passing of the ordinary resolution granting the Share Repurchase Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed to repurchase a maximum of 110,021,657 Shares, representing 10% of the aggregate number of Shares in issue as at the date of the AGM.
3. FUNDING OF REPURCHASES
In repurchasing Shares, the Company intends to apply funds from the Company's internal resources legally available for such purpose in accordance with its memorandum of association, its Bye-laws, the Listing Rules and the applicable laws of Bermuda.
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 were to be exercised 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 or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
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APPENDIX I | EXPLANATORY STATEMENT |
4. REASONS FOR REPURCHASES
The Directors believe that it is in the best interest of the Company and the Shareholders as a whole to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchase 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 will benefit the Company and the Shareholders as a whole.
5. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and all applicable laws of Bermuda.
6. TAKEOVERS CODE AND PUBLIC FLOAT REQUIREMENT
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Company exercising its power to repurchase Shares pursuant to the Share Repurchase Mandate, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, China National Machinery Industry Corporation（中國機械工業集團有限公司）was interested in 615,408,140 Shares, representing approximately 55.94% of the issued share capital of the
Company and was the only controlling shareholder. In the event that the Directors should exercise
in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, the shareholding of China National Machinery Industry Corporation（中國機械工業集團有限 公司）in the Company would increase to approximately 62.15% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under
Rule 26 or Rule 32 of the Takeovers Code. As at the Latest Practicable Date, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Share Repurchase Mandate.
As at the Latest Practicable Date, the public float of the Company was approximately 27.87%. In the event that the Share Repurchase Mandate is exercised by the Company in full and assuming no other changes to the shareholdings in the Company, the public float of the Company would become 19.85%. The Directors will not make share repurchase on the Stock Exchange if such repurchase would result in the minimum public float requirements under Rule 8.08 of the Listing Rules not being complied with.
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APPENDIX I | EXPLANATORY STATEMENT |
7. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months up to the latest Practicable Date were as follows:
Price per Share | |||
Highest | Lowest | ||
HK$ | HK$ | ||
2020 | April | 0.455 | 0.33 |
May | 0.395 | 0.315 | |
June | 0.39 | 0.315 | |
July | 0.385 | 0.30 | |
August | 0.42 | 0.315 | |
September | 0.375 | 0.315 | |
October | 0.335 | 0.295 | |
November | 0.35 | 0.28 | |
December | 0.43 | 0.30 | |
2021 | January | 0.55 | 0.365 |
February | 0.54 | 0.41 | |
March | 0.54 | 0.425 | |
April (up to the Latest Practicable Date) | 0.495 | 0.455 |
8. SHARES REPURCHASED BY THE COMPANY
The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.
9. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any of their respective close associates has a present intention, in the event that the relevant proposed resolution is approved by the Shareholders at the AGM, to sell Shares to the Company or its subsidiaries.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has undertaken not to do so if the Company is authorised to make repurchases of Shares.
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APPENDIX II BIOGRAPHY OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Pursuant to the Listing Rules, the biographical details of the retiring Directors, who, being eligible, will offer themselves for re-election at the AGM, are set out below:
1. Ms. Guo Yunfei ("Ms. Guo") Executive Director
Ms. Guo, aged 49, has been appointed as an Executive Director and the Chief Financial Officer of the Company with effect from 1 January 2021. Ms. Guo obtained a Bachelor's degree
in Accountancy and a Master degree in Finance from Shanxi University of Finance and Economics （山西財經大學）. During the period from 2011 to 2020, Ms. Guo has worked for Kama Co., Ltd. （恒天凱馬股份有限公司）(a state-owned enterprise listed on Shanghai Stock Exchange, B share stock code: 900953). The last positions she held were deputy general manager and chief accountant.
Ms. Guo has worked in the truck manufacturing industry for a long time and has over 20 years of experience in operations and management. She is familiar with the operation rules of listed companies and has solid theoretical foundation and extensive practical experience in aspects of corporate operations, financial management and capital operations.
Save as disclosed above, Ms. Guo did not hold any directorship in any public companies of which the securities are listed on any securities markets in Hong Kong or overseas in the last three years. Ms. Guo does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Guo did not have any interest in the Shares within the meaning of Part XV of the SFO.
Ms. Guo has entered into a service contract with the Company without a fixed term of service, but such contract is determinable by either party giving to the other party not less than six months' prior written notice. Ms. Guo is subject to rotational retirement and re-election requirements at annual general meetings pursuant to the Bye-laws. Pursuant to the services contract made between Ms. Guo and the Company, Ms. Guo is entitled to a monthly salary of HK$165,000 which was determined with reference to her duties and responsibilities with the Group.
Save as disclosed above, there are no other matters in relation to the re-election of Ms. Guo as an Executive Director that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
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APPENDIX II BIOGRAPHY OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
2. Mr. Yuen Ming Fai ("Dr. Yuen") Independent Non-executiveDirector
Dr. Yuen Ming Fai, aged 70, has been appointed as an Independent Non-executive Director of the Company since 1 September 2004. He is also a member of the Audit Committee, Nomination Committee and Remuneration Committee of the Company. Dr. Yuen is currently the Professor Emeritus of the Department of Mechanical and Aerospace Engineering at the Hong Kong University of Science and Technology. Dr. Yuen holds a Doctorate degree in Mechanical Engineering from the University of Bristol, the United Kingdom and is a fellow member of both the Institution of Mechanical Engineers (UK) and the Hong Kong Institution of Engineers.
Save as disclosed above, Dr. Yuen did not hold any directorship in other public companies of which the securities are listed on any securities markets in Hong Kong or overseas in the past three years. Dr. Yuen does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Dr. Yuen did not have any interest in the Shares within the meaning of Part XV of the SFO.
Dr. Yuen had entered into a service contract with the Company for a fixed term of two years commencing on 1 September 2018 and expiring on 31 August 2020. Upon expiry, his term of office has been extended to 31 August 2022, which is determinable by either party giving to the other party not less than one month's prior written notice. Dr. Yuen will be subject to rotational retirement and re-election requirements at annual general meetings of the Company pursuant to the Bye-laws. Pursuant to the service contract between Dr. Yuen and the Company, Dr. Yuen is entitled to a director's fee of HK$180,000 per annum which was determined by the Board with reference to the estimated time to be spent by him on the Company's matters and is in line with other Independent Non-executive Directors.
Save as disclosed above, there are no other matters in relation to the re-election of Dr. Yuen as an Independent Non-executive Director that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
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APPENDIX II BIOGRAPHY OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
3. Mr. Li Jianxin ("Mr. Li") Independent Non-executiveDirector
Mr. Li Jianxin, aged 67, has been appointed as an Independent Non-executive Director of the Company since 1 July 2014. Mr. Li is also the Chairman of the Remuneration Committee and
a member of the Audit Committee and Nomination Committee of the Company. Mr. Li graduated from Inner Mongolia Engineering College（內蒙古工學院）(currently known as Inner Mongolia University of Technology（內蒙古工業大學）) specialising in chemical machinery and obtained a Bachelor of Engineering degree. Mr. Li completed his study of the postgraduate course on Chinese Culture and Modernisation（中國文化與現代化）at Tsinghua University（清華大學）in 2003. Over the period between 1985 until his retirement in 2013, Mr. Li had been working for a large Chinese
state-owned commercial bank and held positions as the assistant general manager of Credit and Investment Approval Department, a commission member of Investment Commission and a member
of the Credit Policy Committee at the Main Office focusing on approval of corporate finance. Mr. Li has been an independent non-executive director of CHTC Helon Co., Ltd（. 恒天海龍股份有限 公司）(a company listed on the Shenzhen Stock Exchange, A-share stock code: 000677) since 23 May 2014. Mr. Li holds the title of Senior Economist having many years of experience in financial
affairs and in-depth knowledge of the business operations of a wide range of industries and has accumulated extensive experience in financial analysis, project finance, investment management and risk control.
Save as disclosed above, Mr. Li did not hold any directorship in other public companies of which the securities are listed on any securities markets in Hong Kong or overseas in the past three years. Mr. Li does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Li did not have any interest in the Shares within the meaning of Part XV of the SFO.
Mr. Li had entered into a service contract with the Company for a fixed term of two years commencing on 1 July 2018 and expiring on 30 June 2020. Upon expiry, his term of office has been extended to 30 June 2022, which is determinable by either party giving to the other party not less than one month's prior written notice. Mr. Li will be subject to rotational retirement and re-election requirements at annual general meetings of the Company pursuant to the Bye-laws. Pursuant to the service contract between Mr. Li and the Company, Mr. Li is entitled to a director's fee of HK$200,000 per annum which was determined by the Board with reference to the estimated time to be spent by him on the Company's matters and is in line with other Independent Non-executive Directors.
Save as disclosed above, there are no other matters in relation to the re-election of Mr. Li as an Independent Non-executive Director that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
CHTC FONG'S INTERNATIONAL COMPANY LIMITED 中 國 恒 天 立 信 國 際 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 641)
NOTICE IS HEREBY GIVEN THAT the annual general meeting of CHTC Fong's International Company Limited (the "Company") will be held at Level 13, Tower 2, Kowloon Commerce Centre, 51 Kwai Cheong Road, Kwai Chung, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. for the following purposes:
- To consider and approve the audited consolidated financial statements and the reports of the directors and independent auditor of the Company for the year ended 31 December 2020.
- To re-elect Ms. Guo Yunfei as an executive director of the Company.
- To re-elect Dr. Yuen Ming Fai as an independent non-executive director of the Company.
- To re-elect Mr. Li Jianxin as an independent non-executive director of the Company.
- To authorise the board of directors of the Company to fix the directors' remuneration.
- To re-appoint PKF Hong Kong Limited as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the board of directors of the Company to fix its remuneration.
- As special business, to consider and, if thought fit, approve, with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT the maximum number of directors of the Company be fixed at 11."
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NOTICE OF ANNUAL GENERAL MEETING
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As special business, to consider and, if thought fit, approve, with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT the directors of the Company be authorised to fill any vacancies on the board of directors of the Company and to appoint additional directors up to such maximum as may be determined from time to time by shareholders of the Company in addition to those in office at the date of passing this resolution." - As special business, to consider and, if thought fit, approve, with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT - subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its own shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
- the aggregate number of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
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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 bye-laws of the Company or the Companies Act 1981 of Bermuda or any other applicable law 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."
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NOTICE OF ANNUAL GENERAL MEETING
10. As special business, to consider and, if thought fit, approve, with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT
- subject to paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares of HK$0.05 each in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period;
- the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and to be issued by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereafter defined), or (ii) an issue of shares under any share option scheme or similar arrangement for the time being adopted by the Company and/or its subsidiaries for the grant or issue of shares or rights to acquire shares in the capital of the Company, or (iii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company, or (iv) any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the bye-laws of the Company, shall not exceed 20% of the total number of shares of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and
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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 the bye-laws of the Company or the Companies Act 1981 of Bermuda or any other applicable law 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.
"Rights Issue" means an offer of shares or issue of options to subscribe for shares open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of, or the requirements of any recognised regulatory body or any stock exchange, in any territory applicable to the Company)."
11. As special business, to consider and, if thought fit, approve, with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT the general mandate granted to the directors of the Company pursuant to resolution numbered 10 above and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the total number of shares of the Company repurchased by the Company pursuant to the exercise by the directors of the Company of the powers of the Company to repurchase such shares since the granting of such general mandate referred to in the above resolution numbered 9 provided that such number shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing this resolution."
By order of the Board
CHTC Fong's International Company Limited
Lee Che Keung
Company Secretary
Hong Kong, 22 April 2021
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
- For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 24 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 21 May 2021.
- A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy or, if he is a holder of more than one share, proxies to attend and vote in his stead. A proxy need not be a member of the Company.
- Where there are joint registered holders of any share of the Company, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
- In order to be valid, the form of proxy together with a power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited at the principal place of business of the Company in Hong Kong at Level 13, Tower 2, Kowloon Commerce Centre, 51 Kwai Cheong Road, Kwai Chung, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
- Completion and return of the form of proxy will not preclude you from attending and voting at the meeting (or any adjournment thereof) if you so wish and in such event, the form of proxy shall be deemed to be revoked.
- Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all the resolutions set out in the notice convening the meeting will be voted by way of poll at the meeting.
- In view of the recent development of the coronavirus epidemic caused by coronavirus disease 2019 (COVID-19), and in order to better protect the safety and health of the shareholders of the Company, a series of epidemic precautionary measures will be implemented at the venue of the meeting:
- compulsory body temperature check will be conducted for every person at the entrance of the venue of the meeting. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the venue; and
- every person is required to wear facial mask at the venue of the meeting.
- The Company will not serve refreshment at the meeting to avoid the coming into close contact amongst participants. The Company wishes to remind its shareholders and other participants who will attend the meeting in person to take personal precautions and abide by the requirements of epidemic precaution and control at the venue of the meeting. The Company also advises its shareholders to attend and vote at the meeting by way of non-physical presence. The shareholders of the Company may choose to vote by filling in and submitting the relevant proxy form of the meeting, and appoint the chairman of the meeting as a proxy to vote on relevant resolution(s) as instructed in accordance with the relevant proxy form instead of attending the meeting in person.
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CHTC Fong's International Company Limited published this content on 21 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2021 08:37:02 UTC.
