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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in HAITONG INTERNATIONAL SECURITIES GROUP LIMITED, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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.

HAITONG INTERNATIONAL SECURITIES GROUP LIMITED

海 通 國 際 證 券 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 665)

CONTINUING CONNECTED TRANSACTIONS

AND

MAJOR TRANSACTION

AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

RAINBOW CAPITAL (HK) LIMITED

A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 22 to 23 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 24 to 49 of this circular.

A notice convening the SGM to be held at Executive Meeting Room A, 22nd Floor, Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong on Friday, 28 May 2021 at 11:30 a.m. (or so soon thereafter as the annual general meeting of the Shareholders convened to be held at 11:00 a.m. on the same date and at the same place shall have been concluded or adjourned) is set out on pages N-1 to N-3 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM in person, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, 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 later than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

In order to prevent the spread of COVID-19 pandemic and to safeguard the health and safety of our Shareholders, Directors, staff and other participants, the Company will implement precautionary measures against COVID-19 at the SGM which include but not limited to:

  • Compulsory body temperature checks will be conducted on every attending Shareholder, proxy and other attendees before entering the SGM venue. Any person found to be suffering from a fever or otherwise unwell will be denied entry into the SGM venue or be required to leave the SGM venue.
  • All attendees are requested to wear surgical face masks at the SGM venue at all times. Person without wearing a surgical face mask may be denied entry.
  • Appropriate distance and space will be maintained and as such, the Company may limit the number of attendees at the SGM as appropriate.
  • The Company will not distribute corporate souvenirs or provide refreshments.

In light of the continuing risks posed by the COVID-19 pandemic, the Company recommends Shareholders to appoint the Chairman of the SGM as their proxy to vote according to their indicated voting instructions in lieu of attending the SGM in person. Depending on the development of the COVID-19 pandemic, the Company may implement further precautionary measures and may make relevant adjustments and arrangements for the SGM and will issue further announcement as appropriate.

12 May 2021

CONTENTS

Page

DEFINITIONS .

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

MASTER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

REASONS FOR AND BENEFITS OF ENTERING INTO

THE MASTER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

FINANCIAL EFFECTS OF THE FINANCIAL ASSISTANCE

TRANSACTIONS UNDER THE MASTER AGREEMENT . . . . . . . . . . . . . . . . .

12

HISTORICAL AMOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

PROPOSED ANNUAL CAPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16

INTERNAL CONTROL MEASURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

LISTING RULES IMPLICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

GENERAL

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

SGM . . . . .

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . .

22

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . .

24

APPENDIX I

-

FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . .

I-1

APPENDIX II

-

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .

II-1

NOTICE OF THE SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

N-1

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"2019 Announcements"

collectively, (i) the announcement of the Company

dated 17 February 2019 on the Previous Transactions,

(ii) the circular of the Company dated 24 April 2019

in relation to the Previous Transactions and (iii) the

announcement of the Company dated 24 May 2019 on

the poll results of the special general meeting of the

Company held on 24 May 2019 for approving the

Previous Transactions

"Announcement"

the announcement of the Company dated 21 April

2021 in relation to the Master Agreement

"associates"

has the meaning ascribed to it under the Listing Rules

"Board"

the board of Directors

"Company"

Haitong International Securities Group Limited

(stock code: 665), an exempted company incorporated

in Bermuda with limited liability, the shares of which

are listed on the Main Board of the Stock Exchange

"connected person"

has the meaning ascribed to it under the Listing Rules

"controlling shareholder"

has the meaning ascribed to it under the Listing Rules

"Directors"

the directors of the Company

"Group"

the Company and its subsidiaries from time to time

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"HSCL"

Haitong Securities Co., Ltd., a joint stock limited

company incorporated in the PRC with limited

liability whose overseas listed foreign invested shares

are listed on the Main Board of the Stock Exchange

(stock code: 6837) and its domestic listed shares are

listed on the Shanghai Stock Exchange (stock code:

600837) and the holding company of HTIH

- 1 -

DEFINITIONS

"HSCL Group"

HSCL, its subsidiaries and/or any associates of which

HSCL and/or any of its subsidiaries taken together are

directly or indirectly interested in, but excluding

members of the Group

"HTIH"

Haitong International Holdings Limited, a company

incorporated in Hong Kong with limited liability

which is a wholly-owned subsidiary of HSCL and the

controlling shareholder of the Company, holding

approximately 64.90% of the issued share capital of

the Company as at the date of this circular

"Independent Board Committee"

an independent committee of the Board (which

comprises Messrs. TSUI Hing Chuen William, LAU

Wai Piu, WEI Kuo-chiang, WAN Kam To and Ms.

LIU Yan, all being the independent non-executive

Directors) established to advise the Independent

Shareholders with regard to the terms of the Master

Agreement and the transactions contemplated

thereunder

"Independent Financial Adviser" or

Rainbow Capital (HK) Limited, a corporation

"Rainbow Capital"

licensed under the Securities and Futures Ordinance

(Chapter 571 of the Laws of Hong Kong) to conduct

Type 1 (dealing in securities) and Type 6 (advising on

corporate finance) regulated activities, and the

independent financial adviser appointed by the

Company to advise the Independent Board

Committee and the Independent Shareholders on the

terms of the Master Agreement and the transactions

contemplated thereunder

"Independent Shareholders"

the Shareholders, other than HTIH and its associates

"Latest Practicable Date"

7 May 2021, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information contained in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

- 2 -

DEFINITIONS

"Master Agreement"

the master agreement entered into between the

Company and HSCL on 21 April 2021 in relation to

the Transactions, a summary of the principal terms of

which is set out in this circular

"PRC"

the People's Republic of China which, for the purpose

of this circular only, excludes Hong Kong, Macao

Special Administrative Region of the PRC and

Taiwan

"Previous Master Agreement"

the master agreement entered into between the

Company and HSCL on 15 February 2019 in relation

to the provision of services arising from three

principal categories of transactions, which will expire

on 30 June 2021, and the terms of which are

summarised in the 2019 Announcements

"Previous Transactions"

the provision of services arising from three principal

categories of transactions as contemplated under the

Previous Master Agreement

"QDII"

the qualified domestic institutional investors

program, a program which allows either licensed

domestic institutional investors or qualified domestic

investors to invest in capital markets outside the PRC

(for example Hong Kong) through institutions that

have obtained QDII status

"QFII"

the qualified foreign institutional investors program,

a program which allows either licensed foreign

institutional investors or qualified foreign investors to

buy and sell Renminbi-denominated A shares and

other financial instruments permitted by PRC

regulators in the PRC's securities and/or futures

markets through institutions that have obtained QFII

status

"RQFII"

the Renminbi qualified foreign institutional investors

scheme, a program which allows either licensed

foreign institutional investors or qualified foreign

investors to invest in the PRC's securities and/or

futures markets through institutions that have

obtained RQFII status

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Haitong International Securities Group Ltd. published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 10:49:07 UTC.