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 or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in NWS Holdings Limited, you should at once hand this circular together with the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities 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 Bermuda with limited liability)
(stock code: 659)
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS AND
GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of NWS Holdings Limited to be held at Meeting Room N101B (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Monday, 18 November 2019 at 11:30 a.m. is set out in Appendix III to this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon to the branch share registrar of NWS Holdings Limited in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the meeting or any adjourned meeting thereof should you so wish.
18 October 2019
- For identification purposes only
CONTENTS | ||
Page | ||
DEFINITIONS . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE CHAIRMAN | ||
Introduction | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
Issue Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
General . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
APPENDIX I | - DETAILS OF RETIRING DIRECTORS STANDING | |
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | |
APPENDIX II - EXPLANATORY STATEMENT FOR | ||
THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . | 15 | |
APPENDIX III | - NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . | 19 |
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DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Annual General Meeting" | the annual general meeting of the Company convened to be |
held at Meeting Room N101B (Expo Drive Entrance), Hong | |
Kong Convention and Exhibition Centre, 1 Expo Drive, | |
Wanchai, Hong Kong on Monday, 18 November 2019 at | |
11:30 a.m., notice of which is set out in Appendix III to this | |
circular or, where the context so admits, any adjournment | |
thereof | |
"Board" | the board of directors of the Company |
"Bye-laws" | the bye-laws of the Company, as amended, modified or |
supplemented from time to time | |
"Company" | NWS Holdings Limited, a company incorporated in |
Bermuda with limited liability and whose Shares are listed | |
on the Hong Kong Stock Exchange | |
"Director(s)" | director(s) of the Company |
"Group" | the Company and its subsidiaries |
"Hong Kong" or "HKSAR" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Hong Kong Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Issue Mandate" | a general mandate proposed to be granted to the Directors |
to exercise all the powers of the Company to allot, issue | |
and deal with Shares in the manner as set out in ordinary | |
resolution no. 5(I) of the notice of the Annual General | |
Meeting | |
"Latest Practicable Date" | 14 October 2019, being the latest practicable date prior to |
the printing of this circular for the purpose of ascertaining | |
information contained herein |
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DEFINITIONS | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Hong |
Kong Stock Exchange | |
"Repurchase Mandate" | a general mandate proposed to be granted to the Directors |
to exercise all the powers of the Company to repurchase | |
Shares in the manner as set out in ordinary resolution | |
no. 5(II) of the notice of the Annual General Meeting | |
"SFO" | the Securities and Futures Ordinance, Chapter 571 of the |
Laws of Hong Kong, as amended and supplemented from | |
time to time | |
"Share(s)" | share(s) of HK$1.00 each in the capital of the Company |
"Shareholder(s)" | holder(s) of Share(s) |
"Takeovers Code" | the Code on Takeovers and Mergers as amended from time |
to time and administered by the Securities and Futures | |
Commission of Hong Kong | |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"%" | per cent. |
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LETTER FROM THE CHAIRMAN
(incorporated in Bermuda with limited liability)
(stock code: 659)
Executive Directors: | Registered office: |
Dr. Cheng Kar Shun, Henry (Chairman) | Clarendon House |
Mr. Ma Siu Cheung (Chief Executive Officer) | 2 Church Street |
Dr. Cheng Chi Kong, Adrian | Hamilton HM 11 |
Mr. Cheung Chin Cheung | Bermuda |
Mr. Cheng Chi Ming, Brian | Principal place of business |
Mr. Ho Gilbert Chi Hang | |
Mr. Chow Tak Wing | in Hong Kong: |
Non-executive Directors: | 28/F., New World Tower |
18 Queen's Road Central | |
Mr. To Hin Tsun, Gerald | Hong Kong |
Mr. Dominic Lai | |
Mr. Tsang Yam Pui | |
Mr. Lam Wai Hon, Patrick | |
Mr. William Junior Guilherme Doo | |
Independent non-executive Directors: | |
Mr. Kwong Che Keung, Gordon | |
Dr. Cheng Wai Chee, Christopher | |
The Honourable Shek Lai Him, Abraham | |
Mr. Lee Yiu Kwong, Alan | |
Mrs. Oei Fung Wai Chi, Grace | |
Mr. Wong Kwai Huen, Albert | |
18 October 2019 | |
To the Shareholders and, for information purposes only, | |
the holders of the outstanding share options of the Company | |
Dear Sir or Madam, |
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS AND
GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the Annual General Meeting, resolutions will be proposed to approve, among others, the re-election of retiring Directors and the granting of the Issue Mandate and the Repurchase Mandate (including the extension of the Issue Mandate by the number of Shares repurchased).
- For identification purposes only
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NWS Holdings Limited published this content on 17 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 October 2019 11:28:05 UTC