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 professional adviser.
If you have sold or transferred all your shares in China High Speed Transmission Equipment Group Co., Ltd., 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 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.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 658)
- GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
- RE-ELECTIONOF RETIRING DIRECTORS; AND
- NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM to be held at China Purple Mountain Ballroom, 2nd Floor, Jinling Building, Jinling Hotel, No. 2 Hanzhong Road, Nanjing, Jiangsu, China at 10:00 a.m. on Friday, 25 June 2021 is set out on pages 16 to 19 of this circular. A proxy form for use at the AGM is also enclosed. Such proxy form is also published on the designated website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (www.chste.com).
Whether or not you intend to attend the AGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending, and voting in person at, the AGM or any adjourned meeting thereof should you so wish.
* For identification purpose only
17 May 2021
CONTENTS | ||||
Definitions . . . | . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
Letter from the Board | ||||
1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | ||
2. | General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
3. | General Mandate to Repurchase Shares. . . . . . . . . . . . . .. . . . . . . . . . . . . . | 4 | ||
4. | Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
5. | Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
6. | Actions to be Taken. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
7. | Voting by way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
8. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
9. | Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Appendix I | - | Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | |
Appendix II | - | Biographical Details of the Directors Subject to | ||
Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 12 | |||
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 16 |
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"AGM" | the annual general meeting of the Company to be held at |
China Purple Mountain Ballroom, 2nd Floor, Jinling | |
Building, Jinling Hotel, No. 2 Hanzhong Road, Nanjing, | |
Jiangsu, China at 10:00 a.m. on Friday, 25 June 2021 | |
"AGM Notice" | the notice convening the AGM as set out on pages 16 to |
19 of this circular | |
"Articles of Association" | the articles of association of the Company as may be |
amended from time to time | |
"Board" | the board of Directors |
"Companies Law" | the Companies Law Cap. 22 (Law 3 of 1961, as |
consolidated and revised) of the Cayman Islands as | |
amended, supplemented or otherwise modified from time | |
to time | |
"Company" | China High Speed Transmission Equipment Group Co., |
Ltd., a company incorporated in the Cayman Islands with | |
limited liability and the Shares of which are listed on the | |
Stock Exchange | |
"Director(s)" | the director(s), including independent non-executive |
director(s), of the Company | |
"Group" | the Company and its subsidiaries from time to time |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
PRC | |
"Issue Mandate" | a general and unconditional mandate to be granted to the |
Directors to exercise the power of the Company to allot, | |
issue and deal in Shares with the total number not | |
exceeding 20% of the total number of issued Shares as at | |
the date of passing of the relevant resolution |
- 1 -
DEFINITIONS | |
"Latest Practicable Date" | 10 May 2021, being the latest practicable date prior to the |
printing of this circular for the purpose of ascertaining | |
certain information for inclusion in this circular | |
"Listing Rules" | the Rules Governing the Listing of Securities on the |
Stock Exchange | |
"Memorandum of Association" | the memorandum of association of the Company as may |
be amended from time to time | |
"PRC" | the People's Republic of China, except where the context |
requires, geographical references to the PRC exclude | |
Hong Kong, the Macau Special Administrative Region of | |
the PRC and Taiwan | |
"Repurchase Mandate" | a general and unconditional mandate to be granted to the |
Directors to exercise the power of the Company to | |
repurchase Shares with the total number not exceeding | |
10% of the total number of issued Shares as at the date of | |
passing of the relevant resolution | |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | the Securities and Futures Ordinance of Hong Kong |
(Chapter 571 of the Laws of Hong Kong) as amended, | |
supplemented or otherwise modified from time to time | |
"Share(s)" | ordinary share(s) of US$0.01 each in the share capital of |
the Company | |
"Shareholder(s)" | the holder(s) of Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | The Codes on Takeovers and Mergers and Share Buy- |
backs approved by the Securities and Futures | |
Commission of Hong Kong as amended from time to time | |
"US$" | United States dollars, the lawful currency of the United |
States of America | |
"%" | per cent. |
- for identification purpose only
- 2 -
LETTER FROM THE BOARD
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 658)
Executive Directors: | Registered office: |
Mr. Hu Jichun (Chairman and | 4th Floor, Harbour Place |
Chief Executive Officer) | 103 South Church Street |
Mr. Hu Yueming | George Town |
Mr. Chen Yongdao | Grand Cayman KY1-1002 |
Mr. Wang Zhengbing | Cayman Islands |
Mr. Zhou Zhijin | |
Ms. Zheng Qing | Head office and principal place of business |
Mr. Gu Xiaobin | in Hong Kong: |
Mr. Fang Jian | Room 1302 |
13th Floor, COFCO Tower | |
Independent non-executive Directors: | No. 262 Gloucester Road |
Dr. Chan Yau Ching, Bob | Causeway Bay |
Ms. Jiang Jianhua | Hong Kong |
Mr. Jiang Xihe | |
Mr. Nathan Yu Li |
17 May 2021
To the Shareholders
Dear Sir or Madam,
- GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
- RE-ELECTIONOF RETIRING DIRECTORS; AND
- NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with the relevant information regarding the
grant of the Issue Mandate and the Repurchase Mandate, the re-election of the retiring Directors in accordance with the Articles of Association and to give you notice of the AGM at which resolutions will be proposed for our Shareholders to consider and, if thought fit, approve, among other matters, the aforesaid matters.
* For identification purpose only
- 3 -
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China High-Speed Transmission Equipment Group Co. Ltd. published this content on 14 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 16:06:03 UTC.