LIFESTYLE CHINA GROUP LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other independent professional adviser.
If you have sold or transferred all your shares in Lifestyle China Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
LIFESTYLE CHINA GROUP LIMITED
利 福 中 國 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2136)
GENERAL MANDATES TO REPURCHASE SHARES
AND TO ISSUE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Lifestyle China Group Limited to be held at the Event Gallery, 16/F SOGO CLUB, New Wing, East Point Centre, 555 Hennessy Road, Causeway Bay, Hong Kong on Tuesday, 11 May 2021 at 2 : 30 p.m. is set out in Appendix III to this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not later than 48 hours before the time appointed for the holding of such meeting or any adjourned meeting. 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 adjourned meeting should you so wish.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
To facilitate the ongoing prevention and control of the COVID-19 pandemic, the Company will implement the following precautionary measures:
- compulsory body temperature checks
- compulsory wearing of surgical face mask
- seating on the designated seat assigned by the Company
- no corporate gift or refreshment
The Company also recommends the shareholders to appoint the chairman of the annual general meeting as their proxy to vote on relevant resolutions, instead of attending the annual general meeting in person.
Hong Kong, 9 April 2021
CONTENTS
Page | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD | |
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
APPENDIX I - EXPLANATORY STATEMENT FOR | |
REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
APPENDIX II - DETAILS OF DIRECTORS PROPOSED | |
TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
APPENDIX III - NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . | 10 |
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . . | 15 |
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
''AGM''
''AGM Notice''
''Articles''
''Board''
''Close Associate(s)'' ''Companies Law''
''Company''
''General Mandate''
''HK$''
''Hong Kong''
''Latest Practicable Date''
''Listing Rules''
''Repurchase Mandate''
DEFINITIONS
''SFO'' | Securities and Futures Ordinance (Chapter 571 of the |
Laws of Hong Kong); | |
''Share(s)'' | share(s) of HK$0.005 each in the share capital of the |
Company; | |
''Shareholder(s)'' | the registered holder(s) of the Share(s); |
''Stock Exchange'' | The Stock Exchange of Hong Kong Limited; |
''Takeovers Code'' | The Code on Takeovers and Mergers; and |
''%'' | per cent. |
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LETTER FROM THE BOARD
LIFESTYLE CHINA GROUP LIMITED
利 福 中 國 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2136)
Executive Director | Registered Office |
Mr. Lau Luen Hung, Thomas | Cricket Square |
(Chairman and Chief Executive Officer) | Hutchins Drive |
P.O. Box 2681 | |
Non-executive Director | Grand Cayman KY1-1111 |
Ms. Chan Chor Ling, Amy | Cayman Islands |
Independent Non-executive Directors | Head Office and Principal Place |
Ms. Cheung Mei Han | of Business in Hong Kong |
Mr. Cheung Yuet Man, Raymond | 20th Floor, East Point Centre |
Mr. Lam Kwong Wai | 555 Hennessy Road |
Causeway Bay | |
Hong Kong | |
Hong Kong, 9 April 2021 |
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO REPURCHASE SHARES
AND TO ISSUE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM in relation to (i) granting of the Repurchase Mandate; (ii) granting of the General Mandate and extension of the General Mandate; and (iii) the re-election of the directors.
GENERAL MANDATE TO REPURCHASE SHARES
At the AGM, an ordinary resolution set out as resolution 4A in the AGM Notice will be proposed to grant the Repurchase Mandate to the directors to repurchase Shares up to 10% of the total number of issued Shares as at the date of passing of the resolution.
An explanatory statement as required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular.
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LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SHARES
At the AGM, another ordinary resolution set out as resolution 4B in the AGM Notice will be proposed to the Shareholders that the directors be given the General Mandate to allot, issue and deal with new Shares up to an amount not exceeding 20% of the total number of issued Shares as at the date of passing of the resolution. Such General Mandate will be extended by a separate resolution set out as resolution 4C in the AGM Notice by adding to the total number of Shares to be issued and allotted pursuant to the General Mandate the number of Shares repurchased by the Company pursuant to the Repurchase Mandate. The granting and extension of the General Mandate will provide for flexibility to the directors to issue Shares when it is in the interests of the Company to do so.
RE-ELECTION OF DIRECTORS
In accordance with Article 84 of the Articles, Ms. Cheung Mei Han (''Ms. Cheung'') and Mr. Cheung Yuet Man, Raymond (''Mr. Cheung'') will retire from office by rotation at the AGM and, being eligible, will offer themselves for re-election.
Ms. Cheung and Mr. Cheung, being independent non-executive directors of the Company, have served the Board since 2016 and have made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules to the Company. The nomination committee of the Company has assessed the independence of the above directors and also reviewed their respective skills, knowledge and experience having regard to the nomination policy and board diversity policy of the Company. It is considered that each of them meets the independence guideline set out in Rule 3.13 of the Listing Rules and has professional background and skills in different fields that enable them to bring valuable perspectives to the Company, and thus recommends them for re-election to the Board.
The Board has endorsed the recommendation of the nomination committee of the Company that the above directors be proposed to stand for re-election at the AGM.
Details of the above directors who are proposed for re-election are set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
The AGM Notice is set out in Appendix III to this circular. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll save for resolutions relating purely to a procedural or administrative matter. Accordingly, the Company will procure the chairman of the AGM to demand the resolutions to be put to vote by poll. The results of the poll will be announced by the Company in the manner prescribed by the Listing Rules.
RECOMMENDATION
The directors are of opinion that the ordinary resolutions as set out in the AGM Notice are all in the best interests of the Company and the Shareholders and accordingly recommend the Shareholders to vote in favour of such resolutions to be proposed at the AGM.
On behalf of the Board
Lifestyle China Group Limited
Lau Luen Hung, Thomas
Chairman
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APPENDIX I | EXPLANATORY STATEMENT FOR |
REPURCHASE MANDATE | |
This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Repurchase Mandate.
1. REPURCHASE MANDATE
It is proposed that the directors may exercise the powers of the Company to repurchase up to 10% of the issued Shares as at the date of passing of the resolution to approve the granting to the directors the Repurchase Mandate. At the Latest Practicable Date, the number of issued Shares was 1,464,448,500 Shares. Accordingly, the exercise of the Repurchase Mandate in full (being the repurchase of 10% of the issued Shares as at the date of the passing of the resolution to approve the Repurchase Mandate on the basis that no Share is issued or repurchased prior to such date) would enable the Company to repurchase 146,444,850 Shares.
2. REASONS FOR REPURCHASES
The directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Whilst it is not possible to anticipate in advance any specific circumstance in which the directors might think it appropriate to repurchase the Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders can be assured that the directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company.
3. FUNDING OF REPURCHASES
In making repurchases, the Company proposes to apply funds legally available for such purpose in accordance with its memorandum and Articles, the Listing Rules and the Companies Law. Under the Companies Law, share repurchases by the Company may be paid out of profits, share premium account or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its memorandum and Articles and subject to the Companies Law, out of capital. Any premium payable on share repurchases may be paid out of profits of the Company or out of the Company's share premium account, or, if so authorized by its memorandum and Articles and subject to the Companies Law, out of capital. In accordance with the Companies Law, the shares so repurchased would remain part of the authorized but unissued share capital of the Company.
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APPENDIX I | EXPLANATORY STATEMENT FOR |
REPURCHASE MANDATE | |
4. IMPACT OF REPURCHASE
As compared with the position disclosed in the Company's most recent audited consolidated statement of financial position for the year ended 31 December 2020 and in particular the working capital position of the Company at that time and the number of issued Shares, the directors consider that there might be a material adverse impact on the working capital position or the gearing position of the Company in the event that the proposed Shares repurchase were to be carried out in full at any time during the proposed repurchase period.
However, the directors do not propose to exercise the Repurchase Mandate to such extent as would, in circumstances, have a material adverse impact on the working capital requirements of the Company or its gearing level which, in the opinion of the directors, is from time to time appropriate for the Company.
5. PRICE OF SHARES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
March | 2.36 | 1.78 |
April | 1.92 | 1.68 |
May | 1.85 | 1.58 |
June | 2.06 | 1.62 |
July | 1.92 | 1.53 |
August | 1.60 | 1.05 |
September | 1.28 | 1.15 |
October | 1.21 | 0.90 |
November | 1.13 | 0.98 |
December | 1.08 | 1.00 |
2021 | ||
January | 1.45 | 1.01 |
February | 1.41 | 1.13 |
March (up to the Latest Practicable Date) | 1.37 | 1.11 |
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APPENDIX I | EXPLANATORY STATEMENT FOR |
REPURCHASE MANDATE | |
6. UNDERTAKING
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 memorandum and Articles of the Company and the Companies Law.
None of the directors nor, to the best of their knowledge having made all reasonable enquiries, any of their Close Associates have any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, no core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
7. TAKEOVERS CODE
If, on the exercise of the power to repurchase the 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 purposes of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, 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.
Based on the disclosure made to the Company under Part XV of the SFO, as at the Latest Practicable Date, Mr. Lau Luen Hung, Thomas (''Mr. Lau'') is interested and deemed to be interested in 1,097,040,292 Shares, representing approximately 74.91% of the Shares in issue.
Assuming that there is no change in the number of issued Shares prior to the AGM, in the event that the Repurchase Mandate is exercised in full, the interests of Mr. Lau in terms of voting rights of the Company would be increased from approximately 74.91% to approximately 83.23%. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
However, the directors have no intention to make share repurchase to such extent as may result in the public shareholding of less than such prescribed minimum percentage under the Listing Rules.
8. SHARE REPURCHASES MADE BY THE COMPANY
The Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.
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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
The details of the directors proposed to be re-elected at the AGM are set out as follows:
- Ms. Cheung Mei Han Independent Non-executive Director
Ms. Cheung, aged 55, joined the Company in June 2016. Ms. Cheung is a practicing solicitor in Hong Kong. She holds a degree of Bachelor of Laws of the University of London and a Postgraduate Certificate in Laws of The University of Hong Kong. She is also an associate member of The Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries and Administrators) and The Hong Kong Institute of Chartered Secretaries. Ms. Cheung has more than 30 years of experience in the company secretarial sector. She has pursued the legal career since 2006 and is currently a partner of S.Y. Wong & Co, a law firm in Hong Kong. Presently, she is the President of the Hong Kong Sailing Federation.
Ms. Cheung does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company and has not held any directorships in other listed public companies during the last three years. As at the Latest Practicable Date, Ms. Cheung does not have any interests in the Shares within the meaning of Part XV of the SFO.
Ms. Cheung has entered into a letter of appointment with the Company for a term of three years subject to the retirement by rotation at least once every three years pursuant to the Articles. Ms. Cheung is entitled to receive a director fee of HK$150,000 per annum as determined by the Board with reference to her duties and responsibilities with the Company and the comparable market statistics.
Save as disclosed herein, Ms. Cheung is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules in connection with her re-election.
- 8 -
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
- Mr. Cheung Yuet Man, Raymond Independent Non-executive Director
Mr. Cheung, aged 66, joined the Company in June 2016. Mr. Cheung is an entrepreneur and has over 10 years of experience in the department store industry. He also has over 20 years of experience in the textile and garment manufacturing industries and served as a director of the 15th Board of Directors of the Federation of Hong Kong Garment Manufacturers in the year of 1992.
Mr. Cheung does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company and has not held any directorships in other listed public companies during the last three years. As at the Latest Practicable Date, Mr. Cheung does not have any interests in the Shares within the meaning of Part XV of the SFO.
Mr. Cheung has entered into a letter of appointment with the Company for a term of three years subject to the retirement by rotation at least once every three years pursuant to the Articles. Mr. Cheung is entitled to receive a director fee of HK$150,000 per annum as determined by the Board with reference to his duties and responsibilities with the Company and the comparable market statistics.
Save as disclosed herein, Mr. Cheung is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules in connection with his re-election.
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APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
LIFESTYLE CHINA GROUP LIMITED
利 福 中 國 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2136)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting of Lifestyle China Group Limited (''Company'') will be held at the Event Gallery, 16/F SOGO CLUB, New Wing, East Point Centre, 555 Hennessy Road, Causeway Bay, Hong Kong on Tuesday,
11 May 2021 at 2 : 30 p.m. for the following purposes:
- To receive and consider the audited consolidated financial statements of the Company, the directors' report and the independent auditor's report for the year ended 31 December 2020.
- To re-elect the directors and authorize the board of directors to fix the remuneration of the directors, as follows:
- to re-elect Ms. Cheung Mei Han as director;
- to re-elect Mr. Cheung Yuet Man, Raymond as director; and
- to authorize the board of directors to fix the remuneration of the directors.
- To re-appoint Messrs. PricewaterhouseCoopers as auditor and to authorize the board of directors to fix its remuneration.
- To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:
4A. ''THAT: - subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase issued shares of the Company on The Stock Exchange of Hong Kong Limited (''Stock Exchange'') or on any other stock exchange on which the shares of the Company may be listed and which is recognized by the Securities and Futures Commission 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 be and is hereby generally and unconditionally approved;
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APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
- the approval in paragraph (a) shall be in addition to any other authorizations given to the directors and shall authorize 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 of the Company to be repurchased by the directors of the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares of the Company that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and
-
for the purpose of this resolution:
''Relevant Period'' means the period from the date of 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 any applicable laws or the articles of association of the Company 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.''
4B. ''THAT:
- subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
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APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
- the approval in paragraph (a) above, shall be in addition to any other authorizations given to the directors of the Company and shall authorize the directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversation which would or might require the exercise of such powers after the end of the Relevant Period;
- the total number of shares of the Company allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below), or (ii) the exercise of any options granted under any share option scheme of the Company or similar arrangement for the time being adopted or to be adopted by the Company in accordance with the applicable rules of the Stock Exchange for the grant or issue of shares or options to subscribe for, or rights to acquire shares of the Company, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time, or (iv) a special authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares of the Company that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and
-
for the purpose of this resolution:
''Relevant Period'' shall have the same meaning as ascribed to it under the resolution set out in paragraph 4A(d) of this notice; and
''Rights Issue'' means the allotment, issue or grant of shares pursuant to an offer (open for a period fixed by the directors of the Company) made to holders of the shares or any class of shares thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).''
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APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
4C. ''THAT:
conditional upon the passing of resolutions 4A and 4B, the general mandate granted to the directors of the Company (pursuant to resolution 4B) be and is hereby extended by the addition thereto of an amount representing the total number of shares of the Company repurchased by the Company under the authority granted by resolution 4A above provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution.''
By order of the Board
Lifestyle China Group Limited
Poon Fuk Chuen
Company Secretary
Hong Kong, 9 April 2021
Notes:
- The register of members of the Company will be closed from Thursday, 6 May 2021 to Tuesday, 11 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 annual general meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4 : 30 p.m. on Wednesday, 5 May 2021.
- Any member entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.
- The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
- The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
- Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
- Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he 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.
- The English text of this notice of annual general meeting shall prevail over the Chinese text in case of inconsistency.
- If a black rainstorm warning signal, a tropical cyclone warning signal no.8 or above or ''extreme conditions'' caused by super typhoons is in force at or at any time after 12 : 00 noon on the date of the meeting, the meeting will be postponed. The Company will publish an announcement on the Company's website at www.lifestylechina.com.hk and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk to notify members of the date, time and place of the rescheduled meeting.
- If member has any particular access requirements or needs special arrangements for participating at the meeting, please call the hotline of the Company's Hong Kong share registrar and transfer office at (852) 2862 8555.
- As at the date hereof, the board of directors of the Company comprises Mr. Lau Luen Hung, Thomas as executive director; Ms. Chan Chor Ling, Amy as non-executive director; and Ms. Cheung Mei Han, Mr. Cheung Yuet Man, Raymond and Mr. Lam Kwong Wai as independent non-executive directors.
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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
To facilitate the ongoing prevention and control of the COVID-19 pandemic, the Company will implement the following precautionary measures at the AGM to safeguard the health and safety of the Shareholders and other participants attending the AGM:
- Compulsory body temperature checks will be conducted for every attendee at the entrance of the AGM venue.
- Every attendee will be required to wear a surgical face mask throughout the AGM and inside the AGM venue.
- Every attendee will be assigned a designated seat to maintain appropriate social distancing.
- Other additional measures may be required to ensure compliance with the relevant requirement imposed by the Government.
The Company reserves the right to deny/require any person who declines any of the above precautionary measures to entry into/leave the AGM venue in order to ensure the safety of the attendees at the AGM.
In addition, the Company regrets to inform the Shareholders that there will be no distribution of corporate gift or serving of refreshment in the AGM in order to reduce person-to-person contact. The Company also recommends the Shareholders to appoint the chairman of the AGM as their proxy to vote on relevant resolutions, instead of attending the AGM in person.
If any Shareholder has any question relating to the AGM, please contact the Company's Hong Kong share registrar and transfer office as follows:
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre
183 Queen's Road East, Wan Chai, Hong Kong Tel: (852) 2862 8555
Fax: (852) 2865 0990
Website: www.computershare.com/hk/contact
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Lifestyle China Group Ltd. published this content on 08 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2021 09:33:06 UTC.
