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 Allan International Holdings Limited (the ''Company''), you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the 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.
ALLAN INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 684)
PROPOSALS FOR
GRANTING OF GENERAL MANDATES TO ISSUE
AND BUY BACK SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be held at 3 : 45 p.m. on Wednesday, 28 August 2019 at World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong is set out on pages 11 to 15 of this circular. A form of proxy is also enclosed.
If you are not able to attend and vote at the annual general meeting, you are requested to complete the enclosed proxy form and return it to the office of the branch share registrar of the Company in Hong Kong, Tricor Standard Limited at Level 54, 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 the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the annual general meeting or any adjourned meeting should you so wish.
17 July 2019
CONTENTS | |
Page | |
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | |
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
General Mandates to Issue and Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
Appendix - Proposed Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 11 |
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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 World |
Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, | |
280 Gloucester Road, Causeway Bay, Hong Kong on | |
Wednesday, 28 August 2019 at 3 : 45 p.m., to consider and, if | |
appropriate, to approve the Ordinary Resolutions, or any | |
adjournment thereof; | |
''AGM Notice'' | the notice of the AGM despatched to the Shareholders together |
with this circular; | |
''Benchmarked Price'' | a price which is the higher of: |
(a) the closing price of the Shares as stated in the Stock | |
Exchange's daily quotations sheet on the date of signing of | |
the agreement to which the transaction relates; and | |
(b) the average closing price of the Shares as stated in the Stock | |
Exchange's daily quotations sheets for the five trading days | |
immediately preceding the earliest of: | |
(i) the date of signing of the agreement to which the | |
transaction relates; | |
(ii) the date on which the relevant transaction is | |
announced; and | |
(iii) the date on which the price of the Shares to be issued | |
pursuant to the transaction is fixed; | |
''Board'' | the board of Directors; |
''Bye-laws'' | the bye-laws of the Company; |
''close associate'' | has the same meaning ascribed thereto in the Listing Rules; |
''Company'' | Allan International Holdings Limited, a company incorporated |
in Bermuda with limited liability, the shares of which are listed | |
on the main board of the Stock Exchange (Stock Code: 684); | |
''core connected | has the same meaning ascribed thereto in the Listing Rules; |
person'' | |
''Director(s)'' | the director(s) of the Company; |
''Group'' | the Company and its subsidiaries; |
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DEFINITIONS | |
''Hong Kong'' | the Hong Kong Special Administrative Region of the People's |
Republic of China; | |
''Issue Mandate'' | a general mandate granted to the Directors at the annual general |
meeting of the Company held on 15 August 2018 to allot, issue | |
and deal with Shares not exceeding 20% of the aggregate number | |
of the Shares in issue as at 15 August 2018; | |
''Latest Practicable | 9 July 2019, being the latest practicable date prior to the printing |
Date'' | of this circular for ascertaining certain information in this |
circular; | |
''Listing Rules'' | the Rules Governing the Listing of Securities on the Stock |
Exchange; | |
''Ordinary Resolutions'' | the ordinary resolutions to be proposed and passed at the AGM |
as set out in the AGM Notice; | |
''Proposed Share Buy- | a general mandate proposed to be granted to the Directors at the |
back Mandate'' | AGM to buy back Shares not exceeding 10% of the aggregate |
number of the Shares in issue as at the date of passing of the | |
relevant resolution; | |
''SFO'' | the Securities and Futures Ordinance (Chapter 571 of the Laws |
of Hong Kong) as amended from time to time; | |
''Share Buy-back | a general mandate granted to the Directors at the annual general |
Mandate'' | meeting of the Company held on 15 August 2018 to buy back |
Shares not exceeding 10% of the aggregate number of the Shares | |
in issue as at 15 August 2018; | |
''Share(s)'' | ordinary share(s) of HK$0.10 each in the capital of the |
Company; | |
''Shareholder(s)'' | registered holder(s) of the Share(s); |
''Stock Exchange'' | The Stock Exchange of Hong Kong Limited; |
''subsidiary'' | has the same meaning ascribed thereto in the Listing Rules; |
''Takeovers Code'' | The Code on Takeovers and Mergers issued by the Securities and |
Futures Commission as amended from time to time; | |
''HK$'' and ''cents'' | Hong Kong dollars and cents, the lawful currency of Hong |
Kong; and | |
''%'' | per cent |
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LETTER FROM THE BOARD
ALLAN INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 684)
Executive Directors: | Registered Office: |
Ms. Cheung Lai Chun, Maggie (Chairman) | Clarendon House |
Mr. Cheung Shu Wan (Managing Director) | 2 Church Street |
Ms. Cheung Lai See, Sophie | Hamilton HM 11 |
Dr. Cheung Shu Sang, William | Bermuda |
Non-Executive Director: | Head Office and Principal Place of |
Mr. Cheung Lun (Honorary Chairman) | Business in Hong Kong: |
Flat B, 23/F | |
Independent Non-Executive Directors: | Chaiwan Industrial Centre |
Dr. Chan How Chun, Rita | 20 Lee Chung Street |
Mr. Lai Ah Ming, Leon | Chai Wan |
Professor Lo Chung Mau | Hong Kong |
17 July 2019 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSALS FOR
GRANTING OF GENERAL MANDATES TO ISSUE
AND BUY BACK SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the Ordinary Resolutions to be proposed at the AGM for the granting to the Directors of general mandates to issue and buy back Shares and re-election of retiring Directors.
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Allan International Holdings Limited published this content on 16 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 July 2019 10:24:07 UTC