THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION
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.
If you are in 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 all your shares in Henderson Land Development Company Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
PROPOSALS FOR
ISSUE OF BONUS SHARES
GENERAL MANDATES TO BUY BACK SHARES
AND TO ISSUE SHARES
RE-ELECTION OF THE RETIRING DIRECTORS
AND
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
A notice convening the Annual General Meeting of the Company to be held at The Ballroom, 18/F, The Mira Hong Kong, 118-130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 28 May 2019 at 9:30 a.m. is set out in the Annual Report for the year ended 31 December 2018.
23 April 2019
CONTENTS | |||
Page | |||
Expected Timetable | ii | ||
Definitions | iii | ||
Letter from the Board of Directors | |||
Introduction | 1 | ||
Proposed issue of Bonus Shares | 2 | ||
Proposed general mandates to buy back shares and to issue shares | 3 | ||
Proposed re-election of the retiring Directors | 4 | ||
Proposed amendments to the Articles of Association | 6 | ||
Annual General Meeting | 7 | ||
Recommendations | 7 | ||
Appendix I | - | Explanatory Statement | 8 |
Appendix II | - | Biographical Details of the Retiring Directors | |
to be Re-elected | 11 | ||
Appendix III | - | Proposed Special Resolution to amend the | |
Articles of Association | 16 |
- i -
EXPECTED TIMETABLE
2019 | |
Latest time for lodging transfers for entitlements to | |
attend and vote at the | |
Annual General Meeting | 4:30 p.m. on Wednesday, 22 May |
Closure of Register of Members | From Thursday, 23 May |
to Tuesday, 28 May | |
(both days inclusive) | |
Record date for determining entitlements to | |
attend and vote at the | |
Annual General Meeting | Tuesday, 28 May |
Annual General Meeting | 9:30 a.m. on Tuesday, 28 May |
Publication of poll results of Annual General Meeting | Tuesday, 28 May |
Latest date for dealing in Shares cum-entitlements to | |
the final dividend and the Bonus Shares | Wednesday, 29 May |
First date of dealing in Shares ex-entitlements to | |
the final dividend and the Bonus Shares | Thursday, 30 May |
Latest time for lodging transfers for entitlements to | |
the final dividend and the Bonus Shares | 4:30 p.m. on Friday, 31 May |
Closure of Register of Members | From Monday, 3 June |
to Wednesday, 5 June | |
(both days inclusive) | |
Record date for determining entitlements to | |
the final dividend and the Bonus Shares | Wednesday, 5 June |
Despatch of dividend cheques and certificates | |
for the Bonus Shares | Monday, 17 June |
First date of dealing in the Bonus Shares | 9:00 a.m. on Tuesday, 18 June |
- ii -
DEFINITIONS
In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:
"Annual General Meeting" | the annual general meeting of the Company to be held at |
The Ballroom, 18/F, The Mira Hong Kong, 118-130 | |
Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on | |
Tuesday, 28 May 2019 at 9:30 a.m.; | |
"Annual Report" | the Company's annual report for the year ended |
31 December 2018; | |
"Articles of Association" | the Articles of Association of the Company; |
"Board" | the board of Directors; |
"Bonus Share(s)" | the Share(s) proposed to be issued by way of bonus on |
the terms set out in this circular; | |
"Bonus Shares Issue" | the proposed issue of the Bonus Shares; |
"Buy-back Mandate" | the general mandate to exercise the powers of the |
Company to buy back Shares not exceeding 10% of the | |
total number of issued Shares as at the date of passing of | |
the resolution approving the Buy-back Mandate; | |
"CCASS" | the Central Clearing and Settlement System established |
and operated by HKSCC; | |
"Chairman" | the chairman presiding at any meeting of members or of |
the board of Directors; | |
"Companies Ordinance" | the Companies Ordinance (Chapter 622 of the laws of |
Hong Kong) and any amendments thereto; | |
"Company" | Henderson Land Development Company Limited; |
"Directors" | the directors of the Company; |
"Group" | the Company and its subsidiaries; |
"HKSCC" | Hong Kong Securities Clearing Company Limited; |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong; |
- iii -
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Henderson Land Development Company Ltd. published this content on 18 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 April 2019 09:52:09 UTC