GOLDEN SOLAR NEW ENERGY TECHNOLOGY HOLDINGS LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular, 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 Baofeng Modern International Holdings Company Limited (the "Company"), you should at once hand this circular and the accompanying proxy form 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 the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
BAOFENG MODERN INTERNATIONAL HOLDINGS COMPANY LIMITED
寶峰時尚國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1121)
RENEWAL OF GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE SHARES,
RETIREMENT OF DIRECTORS,
RE-ELECTION OF RETIRING DIRECTORS, CONTINUOUS APPOINTMENT
OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED
MORE THAN NINE YEARS, AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be held at 20/F, OfficePlus @Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong on Tuesday, 29 June 2021 at 2:30 p.m. is set out on pages 17 to 21 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. 2:30 p.m. on Sunday, 27 June 2021) before the time appointed for holding the annual general meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so desire.
30 April 2021
CONTENTS | |||
Page | |||
Definitions . . | . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
Appendix I | - | Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . . . . | 9 |
Appendix II | - | Details of Directors proposed to be re-elected at the AGM . . . . . . . . . . . | 13 |
Notice of AGM . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 17 |
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
"AGM" | the annual general meeting of the Company to be held at 20/F, |
OfficePlus @Sheung Wan, 93-103 Wing Lok Street, Sheung | |
Wan, Hong Kong on Tuesday, 29 June 2021 at 2:30 p.m. | |
to consider and, if appropriate, to approve the resolutions | |
contained in the notice of the annual general meeting which is | |
set out on pages 17 to 21 of this circular, or any adjournment | |
thereof | |
"AGM Notice" | the notice convening the AGM set out on pages 17 to 21 of |
this circular | |
"Articles" | the articles of association of the Company |
"Board" | the board of Directors |
"Company Laws" | the Companies Laws of the Cayman Islands, as amended, |
consolidated and supplemented from time to time | |
"Company" | Baofeng Modern International Holdings Company Limited, |
a company incorporated in the Cayman Islands with limited | |
liability and the Shares of which are listed on the Main Board | |
of the Stock Exchange (stock code: 1121) | |
"close associate(s)" | has the meaning as defined in the Listing Rules |
"core connected person" | has the meaning as defined in the Listing Rules |
"Director(s)" | the directors of the Company |
"Extension Mandate" | a general and unconditional mandate proposed to be granted |
to the Directors to the effect that any Shares repurchased | |
under the Repurchase Mandate will be added to the total | |
number of Shares which may be allotted and issued under the | |
Issue Mandate | |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
- 1 -
DEFINITIONS | |
"Issue Mandate" | a general and unconditional mandate proposed to be granted |
to the Directors to exercise all powers of the Company to | |
allot and issue Shares set out as resolution no. 7 in the AGM | |
Notice | |
"Latest Practicable Date" | 23 April 2021, being the latest practicable date prior to the |
printing of this circular for ascertaining certain information | |
contained herein | |
"Listing Date" | 28 January 2011, being the date on which the Shares first |
commenced dealings on the Stock Exchange | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"PRC" | the People's Republic of China, which for the purpose of |
this circular, shall exclude Hong Kong, the Macau Special | |
Administrative Region of the PRC and Taiwan | |
"Repurchase Mandate" | a general and unconditional mandate proposed to be granted |
to the Directors to exercise all powers of the Company to | |
repurchase Shares set out as resolution no. 8 in the AGM | |
Notice | |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the |
Laws of Hong Kong) | |
"Share(s)" | ordinary share(s) of US$0.01 each in the share capital of the |
Company | |
"Shareholder(s)" | holder(s) of Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | The Hong Kong Code on Takeovers and Mergers |
"HK$" | Hong Kong dollar(s), the lawful currency of Hong Kong |
"US$" | United States dollar(s), the lawful currency of the United |
States of America | |
"%" | per cent |
- 2 -
LETTER FROM THE BOARD
BAOFENG MODERN INTERNATIONAL HOLDINGS COMPANY LIMITED
寶峰時尚國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1121) | |
Executive Directors: | Registered Office: |
Mr. LEUNG Tsz Chung (Chairman) | Cricket Square |
Mr. ZHENG Jingdong | Hutchins Drive, P.O. Box 2681 |
Dr. XU Zhi | Grand Cayman KY1-1111 |
Cayman Islands | |
Non-executive Director: | |
Ms. LIN Weihuan | Head Office in the PRC: |
Huoju Industrial Zone | |
Independent non-executive Directors: | Jiangnan Town |
Professor ZHAO Jinbao | Licheng District |
Mr. CHEN Shaohua | Quanzhou City |
Ms. AN Na | Fujian Province |
PRC | |
Principal Place of Business in | |
Hong Kong: | |
Room 504, 5/F | |
OfficePlus @Sheung Wan | |
93-103 Wing Lok Street | |
Sheung Wan | |
Hong Kong | |
30 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
RENEWAL OF GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE SHARES,
RETIREMENT OF DIRECTORS,
RE-ELECTION OF RETIRING DIRECTORS, CONTINUOUS APPOINTMENT
OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED
MORE THAN NINE YEARS, AND
NOTICE OF ANNUAL GENERAL MEETING
- 3 -
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate, the proposed Repurchase Mandate and the proposed Extension Mandate; (ii) set out an explanatory statement regarding the Repurchase Mandate; (iii) furnish you with details of the proposed reelection of Directors; and (iv) give you notice of the AGM.
RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE
SHARES
The Company's existing mandates to issue and repurchase Shares were approved by its Shareholders pursuant to an ordinary resolution duly passed at the last annual general meeting of the Company on 5 June 2020. Unless otherwise renewed, the existing mandates to issue and repurchase Shares will lapse at the conclusion of the AGM.
Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:
- to allot, issue and otherwise deal with additional new Shares with an aggregate number not exceeding 20% of the total number of Shares in issue as at the date of passing the proposed resolution at the AGM;
- to repurchase Shares with an aggregate number not exceeding 10% of the total number of Shares in issue as at the date of passing the proposed resolution at the AGM; and
- to extend the Issue Mandate by adding to it the number of those Shares repurchased by the Company pursuant to the Repurchase Mandate, subject to the passing of the aforesaid ordinary resolutions for the grant of the Issue Mandate and the Repurchase Mandate.
As at the Latest Practicable Date, a total of 1,567,405,608 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued and/or repurchased by the Company, the Company will be allowed to issue a maximum of 313,481,121 Shares, representing 20% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM.
An explanatory statement containing information regarding the Repurchase Mandate is set out in the Appendix I to this circular.
- 4 -
LETTER FROM THE BOARD
The Issue Mandate and the Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or (c) the date of revocation or variation of such mandates by an ordinary resolution of the shareholders of the Company in a general meeting of the Company.
The Directors have no present immediate plan to exercise the Issue Mandate or the Repurchase Mandate.
RETIREMENT OF DIRECTORS, RE-ELECTION OF RETIRING DIRECTORS AND, CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS
As at the Latest Practicable Date, the executive Directors were Mr. Leung Tsz Chung, Mr. Zheng Jingdong and Dr. Xu Zhi; the non-executive Director was Ms. Lin Weihuan; and the independent non-executive Directors were Ms. An Na, Mr. Chen Shaohua and Professor Zhao Jinbao.
Pursuant to Article 83(3) of the Articles, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. In accordance with Article 83(3) of the Articles, Dr. Xu Zhi, who was appointed by the Board as an additional Director on 26 February 2021, shall hold office until the AGM, being the first annual general meeting after his appointment, and shall retire and subject to re-election from office at the AGM. Being eligible, Dr. Xu Zhi will offer himself for re- election.
Pursuant to Articles 84(1) and (2) of the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at the annual general meeting at least once every three years. A retiring Director shall be eligible for re-election. Any Director appointed pursuant to Article 83(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. In accordance with Articles 84(1) and (2) of the Articles, Mr. Zheng Jingdong and Ms. An Na shall retire from office by rotation at the AGM. Being eligible, Mr. Zheng Jingdong and Ms. An Na will offer themselves for re-election as executive Director and independent non-executive Director, respectively, at the AGM.
- 5 -
LETTER FROM THE BOARD
According to code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, if an independent non-executive director serves 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.
Ms. An Na has been appointed as an independent non-executive Director for more than nine years. The Company has received from Ms. An Na an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Ms. An Na has not engaged in any executive management of the Group and save for being the independent non-executive Director, she has not been under the employment of any member of the Group. Taking into consideration the independent scope of her work in the past, the Board considers Ms. An Na to be independent under the Listing Rules and is recommend to be re-elected despite the fact that she has served the Company for more than nine years. The Board believes that Ms. An Na's continued tenure will bring stability to the Board and the Board has benefited greatly from the presence of her, who has over time gained valuable insight into the Group.
The nominations were made in accordance with the nomination policy of the Company and the objective criteria (including but not limited to reputation for integrity, accomplishment, experience and reputation in business and industry, commitment in respect of sufficient time, interest and attention to the businesses of the Group), with due regard for the benefits of diversity as set out under the board diversity policy of the Company. The nomination committee of the Company ("Nomination Committee") had also taken into account the respective contributions of Dr. Xu Zhi, Mr. Zheng Jingdong and Ms. An Na to the Board and their commitment to their roles. The Nomination Committee considered that in view of their diverse professional qualifications, skills, knowledge and experience, Dr. Xu Zhi, Mr. Zheng Jingdong and Ms. An Na will bring valuable perspectives, skills, knowledge and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to the requirements of the Group's business. The Nomination Committee is of the view that Dr. Xu Zhi, Mr. Zheng Jingdong and Ms. An Na are able to continue to fulfill their role as executive Directors and independent non-executive Director and thus recommends them for re-election at the AGM.
The Nomination Committee also assessed and reviewed the annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules of Ms. An Na, and re-affirmed her independence.
Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
- 6 -
LETTER FROM THE BOARD
AGM
A notice convening the AGM to be held on Tuesday, 29 June 2021 at 2:30 p.m. at 20/F, OfficePlus @Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong is set out on pages 17 to 21 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein. Under Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the AGM must be taken by poll.
The annual report incorporating the audited consolidated financial statements of the Group for the year ended 31 December 2020 and the reports of the Directors and the auditors thereon are dispatched to the Shareholders together with this circular.
You will find enclosed a form of proxy for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours (i.e. 2:30 p.m. on Sunday, 27 June 2021) before the time appointed for holding the AGM or any adjournment. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM, or any adjourned meeting thereof should you so desire.
RECOMMENDATION
The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate, Extension Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant resolutions as set out in the AGM Notice at the AGM.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining shareholders' entitlements to attend and vote at the AGM, the transfer books and the register of members of the Company will be closed from Thursday, 24 June 2021 to Tuesday, 29 June 2021 (both days inclusive), during which period no transfer of shares will be effected. In order to establish the right to attend and vote at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Wednesday, 23 June 2021.
- 7 -
LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
On behalf of the Board
Baofeng Modern International Holdings Company Limited
Leung Tsz Chung
Chairman
- 8 -
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This appendix includes an explanatory statement required by the Stock Exchange to be presented to the Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors in the AGM.
1. LISTING RULES RELATING TO REPURCHASES OF SHARES
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the Company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions.
The Listing Rules provide that all proposed repurchases of shares must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general repurchase mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.
2. FUNDING AND IMPACT OF REPURCHASES
Any repurchase will be made out of funds which are legally available for the purpose in accordance with the Articles, the Listing Rules and the applicable laws of the Cayman Islands. The Company will not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under the Cayman Islands law, any repurchases by the Company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares made for the purpose or, if authorised by the Articles and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be repurchased must be provided for out of profits or the share premium account of the Company or, if authorised by the Articles and subject to the Companies Law, out of capital. In accordance with the laws of the Cayman Islands, the shares so repurchased would be treated as cancelled.
As compared to the financial position of the Company as at 31 December 2020 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there might be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.
The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.
- 9 -
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
3. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.
4. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,567,405,608 Shares. Subject to the passing of the relevant ordinary resolutions to approve the general mandates to repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 156,740,560 Shares, being 10% of the issued share capital of the Company as at the date of passing the resolution until the earliest of:
- the conclusion of the next annual general meeting of the Company; or
- the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or
- the date of revocation or variation of the Repurchase Mandate by an ordinary resolution of the shareholders of the Company in a general meeting of the Company.
5. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the memorandum and Articles of the Company.
6. EFFECT OF THE TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code.
- 10 -
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
As a result, a Shareholder or a group of Shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Company, Mr. Sze Ching Bor ("Mr. Sze") together with Best Mark International Limited, a company wholly owned by Mr. Sze, owned 240,720,365 Shares (approximately 15.36% of the issued share capital of the Company), is the largest shareholder of the Company. In the event that the Repurchase Mandate was exercised in full, the interest of Mr. Sze would be increased from approximately 15.36% to approximately 17.06%. The Directors consider that such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued share capital of the Company.
7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
To the best knowledge and belief of the Directors having made all reasonable enquiries, none of the Directors nor any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is granted, 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 or its subsidiaries nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company or its subsidiaries in the event that the Company is authorised to make repurchases of Shares.
- 11 -
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
8. SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:
Share Price | ||
(Per Share) | ||
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
April | 0.495 | 0.400 |
May | 0.470 | 0.405 |
June | 0.455 | 0.385 |
July | 0.400 | 0.270 |
August | 0.390 | 0.300 |
September | 0.540 | 0.390 |
October | 0.650 | 0.410 |
November | 0.600 | 0.500 |
December | 0.960 | 0.520 |
2021 | ||
January | 3.380 | 0.700 |
February | 4.800 | 2.100 |
March | 5.790 | 3.510 |
April (up to the Latest Practicable Date) | 6.760 | 4.590 |
9. SHARE REPURCHASE MADE BY THE COMPANY
During the six months preceding the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
- 12 -
APPENDIX II | DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM |
The biographical details of the Directors proposed to be retired at the conclusion of the AGM and proposed to be re-elected at the AGM are set out as follows:
Dr. Xu Zhi ("Dr. Xu")
Dr. Xu, aged 54, has been appointed as the executive Director of the Board and Chief Technology Officer of the Group with effect from 26 February 2021. He is an expert in the areas of semiconductor equipment and processing, and solar technology. Dr. Xu obtained a Doctor of Philosophy in Materials Science and Engineering from The Leland Stanford Junior University in June 1998. Prior to joining the Group, Dr. Xu had worked in Applied Materials, Inc. for more than a decade with his last positions as senior manager and senior member of technical staff and participated in the research and development of plasma-enhanced chemical vapor deposition and low pressure chemical vapor deposition system. He subsequently worked for the position of senior manager and senior member of technical staff at the branch office of Applied Materials, Inc. in China. He then became a distinguished professor and doctoral tutor in Hunan University and was elected as a State Specially Recruited Expert and engaged in the relevant research on graphene and nanomaterial and developed a series of graphene related products.
Dr. Xu joined the Group as a technical consultant in December 2015 and has been the technical director of Xinfeng 2D (Fujian) Material Technology Company Limited*（福建新峰二維 材料科技有限公司）("Xinfeng 2D"), an indirect wholly-owned subsidiary of the Company, since September 2017. He is responsible for leading the research and development team of the Group in the research and development of material technology and applications.
Save as disclosed above, Dr. Xu does not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date, or any other position in the Group or other major appointments and professional qualifications.
As at the Latest Practicable Date, Dr. Xu holds 35,600,000 share options which enables him to subscribe for 35,600,000 shares, representing approximately 2.27% of the existing issued share capital of the Company. Save as disclosed herein, Dr. Xu does not have any interest or short position in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, Dr. Xu does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company.
- 13 -
APPENDIX II | DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM |
Dr. Xu has entered into a service contract with the Company pursuant to which he agreed to act as the executive Director for an initial term of three years commencing from 26 February 2021 and shall continue thereafter on a yearly basis until terminated by either party giving to the other not less than three months' prior notice in writing. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company since his last re-election pursuant to the Articles. Except for the remuneration package for acting as the technical director of Xinfeng 2D and technical consultant of the Company, Dr. Xu is entitled to fixed director's fee of HK$120,000 per annum payable monthly.
In relation to the re-election of Dr. Xu as an executive Director, save as disclosed above, there is no information that is disclosable pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
Mr. Zheng Jingdong ("Mr. Zheng")
Mr. Zheng, aged 55, is an executive Director of the Company. Before the re-designation on 26 February 2021, Mr. Zheng had been appointed as a Director since 21 July 2008, and had been appointed as the Chairman of the Board, the Chief Executive Officer of the Group, an executive Director and the authorised representative under the Listing Rules since 10 May 2013. Mr. Zheng has more than 20 years of experience in the slipper business in the PRC. He has been appointed as a director of Quanzhou Baofeng Shoes Co Ltd since 28 March 2007 and as a director of BAOF International Limited since 21 July 2008.
Save as disclosed above, Mr. Zheng does not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date, or any other position in the Group or other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. Zheng holds 500,000 share options which enables him to subscribe for 500,000 Shares, representing approximately 0.03% of the existing issued share capital of the Company. Save as disclosed herein, Mr. Zheng does not have any interest or short position in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, Mr. Zheng does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company.
- 14 -
APPENDIX II | DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM |
Mr. Zheng has entered into a service contract with the Company pursuant to which he agreed to act as the executive Director for an initial term of three years commencing from the Listing Date and shall continue thereafter until terminated by either party giving to the other not less than three months' prior notice in writing. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company since his last re-election pursuant to the Articles. His emoluments were determined with reference to his duties, responsibilities and the results of the Group. Mr. Zheng is entitled to a basic annual salary in a sum of RMB522,000 per annum payable monthly.
In relation to the re-election of Mr. Zheng as an executive Director, save as disclosed above, there is no information that is disclosable pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
Ms. An Na ("Ms. An")
Ms. An, aged 61, was appointed as an independent non-executive Director on 30 June
2010. She has been an executive editor of 中國輕工業出版社 (China Light Industry Press) since
1982. She has also been a vice president of 北京《瑞麗》雜誌社 (Beijing Rayli Magazine House) since 2003 at which she has been responsible for managing and coordinating the publication of several fashion magazines. In August 2015, she resigned her post in Beijing Rayli Magazine House. She received an editor's qualification from 國務院國有資產監督管理委員會 (State-owned Assets Supervision and Administration Commission) in 2002. She obtained a bachelor's degree in Engineering with a major in the study of leather from 西北輕工業學院 (Northwest Institute of Light Industry) (now known as 陝西科技大學 (Shaanxi University of Science and Technology)) in 1982.
Save as disclosed above, Ms. An does not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date, or any other position in the Group or other major appointments and professional qualifications.
As at the Latest Practicable Date, Ms. An does not have any interest or short position in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, Ms. An does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company.
- 15 -
APPENDIX II | DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM |
Ms. An has entered into a service contract with the Company pursuant to which he agreed to act as independent non-executive Director for an initial term of three years commencing from the Listing Date and shall continue thereafter until terminated by either party giving to the other not less than three months' prior notice in writing. She is subject to retirement by rotation and reelection at least once every three years at the annual general meetings of the Company since his last re-election pursuant to the Articles. Her emoluments were determined with reference to his duties, responsibilities and the results of the Group. Ms. An is entitled to a fixed director's fee of HK$201,600 per annum payable monthly.
In relation to the re-election of Ms. An as an independent non-executive Director, save as disclosed above, there is no information that is disclosable pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
Ms. An had served the Company as independent non-executive Director for more than nine years. The Company believes that Ms. An remains independent and can independently express opinions on matters of the Company.
- 16 -
NOTICE OF ANNUAL GENERAL MEETING
BAOFENG MODERN INTERNATIONAL HOLDINGS COMPANY LIMITED
寶峰時尚國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1121)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of Baofeng Modern International Holdings Company Limited (the "Company") will be held on Tuesday, 29 June 2021 at 2:30 p.m. at 20/F, OfficePlus @Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
- To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and reports of the directors of the Company (the "Directors") and auditors of the Company for the year ended 31 December 2020.
- To re-appoint Confucius International CPA Limited as auditors of the Company and the board of Directors (the "Board") of the Company be authorised to fix their remuneration.
- To re-elect Dr. Xu Zhi as an executive Director.
- To re-elect Mr. Zheng Jingdong as an executive Director.
- To re-elect Ms. An Na who has served the Company for more than nine years as an independent non-executive Director.
- To authorise the Board to fix remuneration of the Directors.
- "THAT:
- subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares (the "Shares") in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
- 17 -
NOTICE OF ANNUAL GENERAL MEETING
- the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares) during or after the end of the Relevant Period;
- the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for Shares or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend in accordance with the articles of association (the "Articles") of the Company from time to time, shall not exceed 20% of the total number of Shares in issue at the date of passing this resolution and said approval shall be limited accordingly; and
- for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Articles to be held; or
- the date of revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting of the Company.
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange)."
- 18 -
NOTICE OF ANNUAL GENERAL MEETING
8. "THAT:
- subject to paragraph (C) of this resolution below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such Shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;
- the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its Shares at a price determined by the Directors;
- the total number of Shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and
- for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Articles to be held; or
- the date of revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting of the Company."
- 19 -
NOTICE OF ANNUAL GENERAL MEETING
9. "THAT conditional upon the passing of resolutions 7 and 8 as set out in this notice convening the Meeting of which this resolution forms part, the general mandate granted to the Directors pursuant to resolution 7 as set out in this notice convening the Meeting of which this resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution 8 as set out in this notice convening the Meeting of which this resolution forms part, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution."
On behalf of the Board
Baofeng Modern International Holdings Company Limited
Leung Tsz Chung
Chairman
Hong Kong, 30 April 2021
As at the date of this notice, the Board comprises Mr. Leung Tsz Chung, Mr. Zheng Jingdong and Dr. Xu Zhi as executive Directors, and Ms. Lin Weihuan as non-executive Director, and Professor Zhao Jinbao, Mr. Chen Shaohua and Ms. An Na as independent non-executive Directors.
Notes:
- Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
- The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
- To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours (i.e. 2:30 p.m. on Sunday, 27 June 2021) before the time appointed for holding the Meeting or any adjournment thereof.
- No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
- 20 -
NOTICE OF ANNUAL GENERAL MEETING
- Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
- Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so desire and in such event, the instrument appointing a proxy should be deemed to be revoked.
- For the purpose of determining shareholders' entitlements to attend and vote at the Meeting, the transfer books and the register of members of the Company will be closed from Thursday, 24 June 2021 to Tuesday, 29 June 2021 (both days inclusive), during which period no transfer of shares will be effected. In order to establish the right to attend and vote at the Meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Wednesday, 23 June 2021.
- An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against the ordinary resolution no. 7 as set out in this notice is enclosed.
- Details of the retiring directors proposed to be re-elected as Directors of the Company at the Meeting are set out in Appendix II to this circular.
- A form of proxy for use at the Meeting is enclosed.
- If tropical cyclone warning signal no. 8 or above is hoisted or a black rainstorm warning signal is in force at 10:00 a.m. on Tuesday, 29 June 2021, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.
- 21 -
Attachments
- Original document
- Permalink
Disclaimer
Baofeng Modern International Holdings Company Limited published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 10:18:07 UTC.
