S&T HOLDINGS 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 you should take, 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 S&T Holdings Limited (the "Company"), you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.
S&T Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3928)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at 10:00 a.m. on Wednesday, 26 May 2021 at 16 Kian Teck Way, Singapore 628749 (the "AGM") is set out on pages 14 to 18 of this circular.
Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy and return the same to the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong in accordance with the instructions printed thereon 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 (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
26 April 2021
TABLE OF CONTENTS | |||
Page | |||
DEFINITIONS . | . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD | |||
Introduction . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
Re-electionof Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
Recommendation of the Nomination Committee . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Recommendation | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
APPENDIX I | - | EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . | 7 |
APPENDIX II | - | DETAILS OF DIRECTORS FOR RE-ELECTION . . . . . . . . | 10 |
NOTICE OF THE 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 |
10:00 a.m. on Wednesday, 26 May 2021 at 16 Kian Teck | |
Way, Singapore 628749 or any adjournment thereof | |
"Articles of Association" | the amended and restated articles of association of the |
Company | |
"Board" | the board of Directors |
"Company" | S&T Holdings Limited, a company incorporated in the |
Cayman Islands with limited liability and the issued | |
Shares of which are listed on the Main Board | |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Issue Mandate" | the issue mandate proposed to be granted to the Directors |
at the AGM to allot, issue and deal with Shares not | |
exceeding 20% of the total number of the issued shares of | |
the Company as at the date of passing the relevant | |
ordinary resolution for approving the issue mandate | |
"Latest Practicable Date" | 22 April 2021, being the latest practicable date prior to |
the printing of this circular for the purpose of ascertaining | |
certain information contained herein | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Main Board" | the Main Board of the Stock Exchange |
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DEFINITIONS | |
"Repurchase Mandate" | the repurchase mandate proposed to be granted to the |
Directors at the AGM to exercise the power of the | |
Company to repurchase Shares up to a maximum of 10% | |
of the total number of the issued shares of the Company | |
as at the date of passing of the ordinary resolution | |
approving the repurchase mandate | |
"S$" | Singapore dollars, the lawful currency of Singapore |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of |
Laws of Hong Kong) | |
"Share(s)" | ordinary share(s) of nominal value of HK$0.01 each in the |
share capital of the Company | |
"Shareholder(s)" | holder(s) of the Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | The Codes on Takeovers and Mergers as amended from |
time to time | |
"%" | per cent |
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LETTER FROM THE BOARD
S&T Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3928)
Executive Directors: | Registered Office: |
Mr. Poon Soon Huat (Chairman) | Cricket Square, Hutchins Drive |
Mr. Teo Teck Thye (Chief Executive Officer) | PO Box 2681, Grand Cayman |
KY1-1111, Cayman Islands | |
Independent Non-Executive Directors: | |
Mr. Chan Kwok Wing Kelvin | Headquarters and Principal Place of |
Mr. Wong Ka Bo Jimmy | Business in Singapore: |
Mr. Tam Hon Fai | 16 Kian Teck Way |
Singapore 628749 | |
Principal Place of Business in | |
Hong Kong: | |
Unit B, 17/F, United Centre | |
95 Queensway, Hong Kong | |
26 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for (i) the granting of the Issue Mandate; (ii) the granting of the Repurchase Mandate; (iii) the extension of the Issue Mandate; and (iv) the re-election of retiring Directors; and to give you the notice of the AGM.
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
The Company's existing mandates to issue and repurchase Shares were approved by its then Shareholders on 27 February 2020. Unless otherwise renewed, the existing mandates to issue and
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LETTER FROM THE BOARD
repurchase Shares will lapse at the conclusion of the AGM. Ordinary resolutions will be proposed at the AGM for the Shareholders to consider and approve:
- the granting of the Issue Mandate so that the Directors will be able to allot, issue and deal with up to a total of 96,000,000 Shares, representing 20% of the total number of issued Shares on the date of passing of such resolution (based on 480,000,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued and no Shares are repurchased after the Latest Practicable Date and up to the date of the AGM);
- the granting of the Repurchase Mandate so that the Directors are authorized to repurchase Shares on the Stock Exchange up to a total of 48,000,000 Shares, representing 10% of the total number of issued Shares on the date of passing of such resolution; and
- the extension of the Issue Mandate by an amount representing the aggregate number of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.
The Issue Mandate and the Repurchase Mandate will continue in force until the earliest of
- the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.
RE-ELECTION OF RETIRING DIRECTORS
At the AGM, the Directors, namely Mr. Poon Soon Huat ("Mr. Poon"), Mr. Teo Teck Thye ("Mr. Teo") and Mr. Wong Ka Bo Jimmy ("Mr. Wong") will retire from office by rotation in accordance with articles 83 to 84 of the Articles of Association and, being eligible, will offer themselves for re-election.
In accordance with article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company 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 84(2) of the Articles of Association, any Director appointed by the Board
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LETTER FROM THE BOARD
pursuant to article 83(3) of the Articles of Association shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. Accordingly, Mr. Wong, the independent non-executive Director, will retire from office at the AGM and, being eligible, will offer himself for re-election.
In accordance with article 84 of the Articles of Association, at each annual general meeting 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 every Director shall be subject to retirement at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Mr. Poon Soon Huat and Mr. Teo Teck Thye, the executive Directors, will retire from office at the AGM and, being eligible, will offer themselves for re-election.
Particulars of the Directors who offer themselves for re-election are set out in Appendix II to this circular.
RECOMMENDATION OF THE NOMINATION COMMITTEE
The nomination committee of the Company (the "Nomination Committee") had reviewed the composition of the Board and recommended Mr. Poon, Mr. Teo and Mr. Wong to the Board for it to recommend to the Shareholders for re-election at the AGM. The recommendations were made in accordance with the nomination policy and the objective criteria (including but not limited to gender, age, educational background, professional experience, skills and knowledge), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company.
The Nomination Committee had also taken into account the respective contributions of Mr. Poon, Mr. Teo and Mr. Wong to the Board and their commitment to their roles. The Nomination Committee was satisfied with the independence of Mr. Wong having regard to the independence criteria as set out in Rule 3.13 of the Listing Rules.
Mr. Wong, who is proposed to be re-elected as an independent non-executive Director, confirmed to the Company that he did not, as at the Latest Practicable Date, hold seven or more directorships in any listed companies. The biographical background of Mr. Wong is set out in Appendix II of this circular.
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LETTER FROM THE BOARD
The Board accepted the Nomination Committee's nominations and recommended Mr. Poon, Mr. Teo and Mr. Wong to stand for re-election by Shareholders at the AGM. The Board considers that the re-election of Mr. Poon, Mr. Teo and Mr. Wong as Directors is in the best interest of the Company and Shareholders as a whole.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Friday, 21 May 2021 to Wednesday, 26 May 2021 (both dates inclusive), the period during which no transfer of the Shares will be effected. In order to be entitled to attend and vote at the AGM, all completed share transfer instruments accompanied by the relevant share certificates shall be lodged with the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, for registration no later than 4:30 p.m. on Thursday, 20 May 2021.
AGM AND PROXY ARRANGEMENT
The notice of the AGM is set out on pages 14 to 18 of this circular.
A form of proxy for use at the AGM is enclosed with this circular. If you are unable to attend the AGM, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the AGM shall be voted by poll. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RECOMMENDATION
The Directors believe that the granting of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate, and the re-election of retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
Yours faithfully,
By Order of the Board
S&T Holdings Limited
Poon Soon Huat
Chairman and Executive Director
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APPENDIX I | EXPLANATORY STATEMENT |
This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 480,000,000 Shares.
Subject to the passing of the ordinary resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution, the Directors would be authorized to repurchase up to a maximum of 48,000,000 Shares, representing 10% of the total number of the issued Shares as at the Latest Practicable Date during the period up to (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.
2. REASONS FOR THE REPURCHASE
The Directors consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.
3. SOURCE OF FUNDS
In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with its amended and restated memorandum and articles of association of the Company, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company will not repurchase the Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
4. IMPACT ON WORKING CAPITAL OR GEARING POSITION
An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital or gearing position of the Company compared to the financial position of the Company disclosed in its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.
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APPENDIX I | EXPLANATORY STATEMENT |
5. DIRECTORS AND THEIR CLOSE ASSOCIATES
To the best knowledge of the Directors having made all reasonable enquiries, none of the Directors nor their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.
6. DIRECTORS' 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 and the applicable laws and regulations of the Cayman Islands.
7. EFFECT OF THE TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a 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.
As at the Latest Practicable Date, Mr. Poon and Mr. Teo, together with a company controlled by them, are interested in 360,000,000 Shares representing approximately 75% of the issued share capital of the Company. The 360,000,000 Shares are owned by HG TEC Holdings Limited ("HG TEC") which is owned as to 50% by Mr. Poon and 50% by Mr. Teo. Mr. Poon, Mr. Teo and HG TEC are regarded as a group of controlling shareholders of the Company under the Listing Rules acting in concert to exercise their voting rights in the Company and they together will be interested in a total of 75% of the issued share capital of the Company. Ms. Yeo Siew Lan is the spouse of Mr. Poon and accordingly, is deemed to be interested in all the Shares in which Mr. Poon is interested under the SFO. Ms. Ng Kwee Bee is the spouse of Mr. Teo and accordingly, is deemed to be interested in all the Shares in which Mr. Teo is interested under the SFO.
In the event that the Repurchase Mandate is exercised in full, the interest of HG TEC will increase to approximately 83.33%. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but would reduce the number of Shares held by the public to less than 25%.
In respect of the public float, the Directors will not repurchase the Shares on the Stock Exchange if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Listing Rules.
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APPENDIX I | EXPLANATORY STATEMENT |
8. SHARES REPURCHASE MADE BY THE COMPANY
No repurchases of the Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately prior to the Latest Practicable Date.
9. REPURCHASE OF SECURITIES FROM CORE CONNECTED PARTIES
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has he/she/it undertaken not to do so in the event that the Repurchase Mandate is approved and exercised.
10. SHARE PRICES
Trading in the Shares was suspended with effect from 9:00 a.m. on 4 January 2021 and will remain suspended until further notice. The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:
Share Prices | ||
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
April | 0.750 | 0.640 |
May | 0.950 | 0.720 |
June | 0.870 | 0.630 |
July | 0.840 | 0.570 |
August | 0.730 | 0.560 |
September | 0.710 | 0.520 |
October | 0.690 | 0.560 |
November | 0.840 | 0.560 |
December | 1.150 | 0.650 |
2021 | ||
January | - | - |
February | - | - |
March | - | - |
April (up to and including the Latest Practicable Date) | - | - |
11. STATUS OF REPURCHASED SHARES
The listing of all Shares which are repurchased by the Company (whether on the Stock Exchange or otherwise) shall be automatically cancelled upon repurchase. The Company shall ensure that the documents of title of the repurchased Shares are cancelled and destroyed as soon as reasonably practicable following settlement of any such repurchase.
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APPENDIX II | DETAILS OF DIRECTORS FOR RE-ELECTION |
The following are the particulars of the Directors proposed to be re-elected at the AGM:
1. Mr. Poon Soon Huat, aged 67, was appointed as the Director on 17 September 2018 and re-designated as the executive Director on 10 December 2018. He also serves as the chairman of the Board and is the chairman of the nomination committee of the Company. He is responsible for overall management, formulation of business strategies and supervision of operations of the Group.
Mr. Poon has over 30 years of experience in the construction industry in Singapore. He is a co-founder of the Group. He is also a director of each and every wholly-owned subsidiary of the Company. From 1984 to 1993, he was a director of Veely Construction Pte Ltd. From 1991 to 2007, he was also a director of Chang Yong Construction Pte Ltd.
Mr. Poon was educated to General Certification of Education secondary IV level in Singapore. Mr. Poon obtained a Trade Certificate in Applied Electronic from Jurong Vocational Institute in 1972 and a certificate of Construction Safety Course for Project Managers from the Ministry of Manpower of Singapore in 1998.
Save as disclosed above, Mr. Poon did not hold any directorships in any other listed public company (whether in Hong Kong or overseas) in the last three years.
Mr. Poon is one of the controlling shareholders of the Company under the Listing Rules. As at the Latest Practicable Date, Mr. Poon was deemed to be interested in 360,000,000 Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Poon does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company.
Mr. Poon entered into a service agreement with the Company for an initial term of three years commencing from September 2019. The service agreement is renewable automatically for successive terms of three years each commencing from the day next after the expiry of the current term of his appointment and either party has the right to give not less than three months' written notice to terminate the service agreement or otherwise in accordance with the terms of the service agreement. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual remuneration including annual director's fee payable to Mr. Poon under the service agreement is S$500,000, which was determined by reference to his duties and responsibilities with the Company and market conditions. Mr. Poon is entitled to, upon completion of every 12 months of service, a discretionary management bonus of an amount to be recommended by the remuneration committee of the Company and approved by the majority of the Board. The emoluments paid or payable to Mr. Poon for the year ended 30 September 2020 amounted to approximately S$587,000.
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APPENDIX II | DETAILS OF DIRECTORS FOR RE-ELECTION |
Save as disclosed above, there are no other matters concerning Mr. Poon that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
2. Mr. Teo Teck Thye, aged 56, was appointed as the Director on 17 September 2018 and re-designated as the executive Director on 10 December 2018. He also serves as the chief executive officer of the Company and is the member of the remuneration committee of the Company. He is responsible for overall management, formulation of business strategies and supervision of operations of the Group.
Mr. Teo has over 20 years of experience in the construction industry in Singapore. He is a co-founder of the Group. He is also a director of each and every wholly-owned subsidiary of the Company. Prior to the establishment of the Group, Mr. Teo was the owner of several sole proprietorship and partnership, which were mainly involved in retail sale of clothing and furniture and provision of food and beverage. Mr. Teo obtained a certificate of Vector Control Course for Construction Site Supervisors from the Centre for Environmental Training in 1996, a certificate of Building Construction Safety Supervisors Course from the Ministry of Labour of Singapore in 1996 and a skills evaluation certificate of Construction Plant Operation (Excavator) in 1997.
Save as disclosed above, Mr. Teo did not hold any directorships in any other listed public company (whether in Hong Kong or overseas) in the last three years.
Mr. Teo is one of the controlling shareholders of the Company under the Listing Rules. As at the Latest Practicable Date, Mr. Teo was deemed to be interested in 360,000,000 Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Teo does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company.
Mr. Teo entered into a service agreement with the Company for an initial term of three years commencing from September 2019. The service agreement is renewable automatically for successive terms of three years each commencing from the day next after the expiry of the current term of his appointment and either party has the right to give not less than three months' written notice to terminate the service agreement or otherwise in accordance with the terms of the service agreement. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual remuneration including annual director's fee payable to Mr. Teo under the service agreement is S$500,000, which was determined by reference to his duties and responsibilities with the Company and market conditions. Mr. Teo is entitled to, upon completion of every 12 months of service, a discretionary management bonus of an amount to be recommended by the remuneration committee of the Company and approved by the majority of the Board. The emoluments paid or payable to Mr. Teo for the year ended 30 September 2020 amounted to approximately S$599,650.
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APPENDIX II | DETAILS OF DIRECTORS FOR RE-ELECTION |
Save as disclosed above, there are no other matters concerning Mr. Teo that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
3. Mr. Wong Ka Bo Jimmy, aged 40, was appointed as the independent non-executive Director on 22 January 2021. He is primarily responsible for providing independent judgement on the strategy, performance, resources and standard of conduct. He is a member of the audit and the nomination committee of the Company.
Mr. Wong is a practising member of the Hong Kong Institute of Certified Public Accountants. Mr. Wong has more than 14 years of experience in assurance and advisory services. Mr. Wong worked in Ernst and Young for 8 years from 2005 to 2013 and his last position was audit manager. He then worked as an advisory and audit manager in a Japanese accounting firm from 2013 to 2014. He was an accounting and finance manager of a subsidiary of a company listed on the Main Board of the Stock Exchange from 2014 to 2016. He then joined another accounting firm as a senior audit manager from 2016 to 2018. Since 2020, he has been the managing director of McM (HK) CPA Limited, a Hong Kong accounting firm. Mr. Wong was awarded a bachelor's degree in accountancy, specialism in accounting information system from The Hong Kong Polytechnic University in 2005. From November 2019 to November 2020, Mr. Wong was an executive director of Chong Sing Holdings FinTech Group Limited (stock code: 8207), a company incorporated in the Cayman Islands and previously listed on GEM of the Stock Exchange and is in official liquidation.
Save as disclosed above, Mr. Wong did not hold any directorships in any other listed public company (whether in Hong Kong or overseas) in the last three years.
As at the Latest Practicable Date, Mr. Wong does not have any interest or short position in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Wong does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company.
Mr. Wong has entered into a letter of appointment with the Company for a fixed term of three years commencing from January 2021, which may be terminated by either party in accordance with the terms of the letter of appointment. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Wong is entitled to a director's fee of HK$240,000 annually as an independent non-executive Director, which was determined by reference to his skill, knowledge and experience, his duties and responsibilities with the Company, the Company's performance and the prevailing market conditions.
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APPENDIX II | DETAILS OF DIRECTORS FOR RE-ELECTION |
Save as disclosed above, there are no other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Mr. Wong made an annual written confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. The Board is of the view that Mr. Wong meets the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules and is independent. Mr. Wong possesses extensive experience in audit and assurance and advisory services and has demonstrated his ability to provide an independent view to the Company's affairs during his tenure in office. The Board considers to enhance its diversity with different expertise when re-election of an independent non-executive Director. The Board is of the view that Mr. Wong will continue to bring further contribution, independent judgement on Group's strategy, performance, resources and standard of conduct.
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NOTICE OF THE ANNUAL GENERAL MEETING
S&T Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3928)
NOTICE IS HEREBY GIVEN THAT the annual general meeting of S&T Holdings Limited (the "Company") will be held at 10:00 a.m. on Wednesday, 26 May 2021 at 16 Kian Teck Way, Singapore 628749 for the following purposes:
- To adjourn receiving, considering and adopting the audited financial statements, the report of the directors and the independent auditor's report of the Company for the year ended 30 September 2020.
- (A) To re-elect Mr. Poon Soon Huat as an executive director of the Company;
- To re-elect Mr. Teo Teck Thye as an executive director of the Company;
- To re-elect Mr. Wong Ka Bo Jimmy as an independent non-executive director of the Company; and
- To authorise the board of directors of the Company (the "Board") to fix the directors' remuneration.
- To re-appoint Deloitte & Touche LLP as the auditor of the Company and to authorize the Board to fix their remuneration.
- As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
- "THAT:
- subject to paragraph (c) below, pursuant to Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
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NOTICE OF THE ANNUAL GENERAL MEETING
- the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period (as defined below);
- the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme or similar arrangements of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the amended and restated articles of association of the Company in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the aggregate number of shares of the share capital of the Company in issue on the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be issued as a percentage of the total number of issued shares of the Company immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted 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; or
- the expiration of the period within which the next annual general meeting of the Company is required by the amended and restated articles of association of the Company or any applicable law of the Cayman Islands to be held; or
- the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;
"Rights Issue" means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company on the
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NOTICE OF THE ANNUAL GENERAL MEETING
register on a fixed record date in proportion to their then holdings of shares (subject to such exclusion 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, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong)."
- "THAT:
- subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the shares of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
- the aggregate number of shares of the Company which may be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of issued shares of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be purchased as a percentage of the total number of issued shares of the Company immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted 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; or
- the expiration of the period within which the next annual general meeting of the Company is required by the amended and restated articles of association of the Company or any applicable law of the Cayman Islands to be held; or
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NOTICE OF THE ANNUAL GENERAL MEETING
- the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
- "THAT subject to the passing of resolutions numbered 4(A) and 4(B) as set out in the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution numbered 4(A) as set out in the Notice be extended by the addition to the aggregate number of the shares of the Company which may be allotted and issued or agreed to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate number of shares of the Company purchased by the Company pursuant to the mandate to purchase shares of the Company referred to in the resolution numbered 4(B) as set out in the Notice, provided that such extended amount shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of passing of this resolution."
By Order of the Board
S&T Holdings Limited
Poon Soon Huat
Chairman and Executive Director
Hong Kong, 26 April 2021
Headquarters and Principal Place of Business in Singapore:
16 Kian Teck Way
Singapore 628749
Principal Place of Business in Hong Kong:
Unit B, 17/F
United Centre
95 Queensway Hong Kong
Notes:
- Any member of the Company ("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 who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the general meeting of the Company. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.
- Where there are joint holders of any share any one of such joint holders 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 any meeting the vote of the senior holder 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.
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NOTICE OF THE ANNUAL GENERAL MEETING
- To ascertain the Members' entitlement to attend and vote at the annual general meeting of the Company, the register of members of the Company will be closed from Friday, 21 May 2021 to Wednesday, 26 May 2021 (both dates inclusive), the period during which no transfer of the shares of the Company will be effected. In order to be entitled to attend and vote at the annual general meeting of the Company, all completed share transfer instruments accompanied by the relevant share certificates shall be lodged with the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration no later than 4:30 p.m. on Thursday, 20 May 2021.
- In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, at the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of a form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof, should you so wish.
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S&T Holdings Ltd. published this content on 23 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2021 09:43:06 UTC.
