SKYWORTH GROUP LIMITED 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 licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in Skyworth Group Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.
SKYWORTH GROUP LIMITED
創 維 集 團 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00751)
PROPOSALS FOR GENERAL MANDATES
TO ISSUE SHARES AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS,
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Skyworth Group Limited to be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Thursday, 20 May 2021 at 10:00 a.m. or any adjournments of the meeting, at which the proposed resolutions as stated in the aforesaid notice will be considered, is set out on pages 16 to 20 of this circular.
If you do not intend to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the meeting or any adjourned meeting should you so desire.
PRECAUTIONARY MEASURES FOR THE AGM
To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the 2021 Annual General Meeting of the Company ("AGM"):
- Compulsory temperature screening/checks
- Wearing of surgical face mask
- No distribution of corporate gift and refreshment and drinks
Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue.
For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.
20 April 2021
- for identification purpose only
CONTENTS
Page | |||
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING. . . . . . . . | 1 | ||
DEFINITIONS . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 | |
LETTER FROM THE BOARD | |||
1. | INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
2. | GENERAL MANDATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
3. | RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
4. | ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | |
5. | RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | |
6. | CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | |
7. | RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | |
8. | ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | |
APPENDIX I - | EXPLANATORY STATEMENT OF | ||
THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 | ||
APPENDIX II - | PARTICULARS OF DIRECTORS PROPOSED | ||
FOR RE-ELECTION AT | |||
THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . | 13 | ||
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 16 |
- i -
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
The health of our Shareholders, staff and other participants of the AGM (the "Stakeholders") is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the AGM to protect the Stakeholders from the risk of infection, which include but not limited to:
- Compulsory body temperature checks will be conducted for every attendee at the entrance of the meeting venue. Any person with a body temperature above the reference range quoted by the Department of Health from time to time may be denied entry into the meeting venue or be required to leave the meeting venue.
- Each attendee is required to wear a surgical face mask throughout the AGM and inside the meeting venue, and to maintain a safe distance between seats.
- No refreshment and drink will be served and there will be no corporate gift.
- Each attendee is required to complete and sign a health declaration form to declare whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the AGM; (b) he/she is subject to any Hong Kong Government prescribed quarantine; and (c) he/she has any flu-like symptoms or close contact with any person under quarantine or with recent travel history. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.
- Anyone attending the AGM is reminded to observe good personal hygiene at all times.
In light of the continuing risks posed by the COVID-19 pandemic, and in the interests of protecting the Stakeholders, the Company is supportive of the precautionary measures being adopted and strongly encourages Shareholders NOT to attend the AGM in personand advises Shareholders to appoint the Chairman of the AGM as their proxies to vote according to their indicated voting instructions as an alternative to attending the AGM in person.
Shareholders are advised to read this section carefully and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
If any Shareholder chooses not to attend the AGM in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to the Company's principal place of business in Hong Kong or to our email at ir@skyworth.com.hk.
- 1 -
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context otherwise requires:
"AGM" | the annual general meeting of the Company to be held at 5/ |
F, United Centre, 95 Queensway, Admiralty, Hong Kong on | |
Thursday, 20 May 2021 at 10:00 a.m. (or any adjournment | |
thereof); |
"AGM Notice"
"associate(s)"
"Board"
"Bye-laws"
"close associate(s)"
"Company" or "Skyworth"
the notice convening the AGM as set out on pages 16 to 20 of this circular;
has the meaning ascribed to it under the Listing Rules;
the board of Directors;
the bye-laws of the Company (as amended from time to time);
has the meaning ascribed to it under the Listing Rules;
Skyworth Group Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange;
"controlling shareholder(s)"
"core connected person(s)"
"Director(s)"
"Group"
"HK$"
"Hong Kong"
"Issue Mandate"
"Latest Practicable Date"
"Listing Rules"
has the meaning ascribed to it under the Listing Rules;
has the meaning ascribed to it under the Listing Rules;
the director(s) of the Company from time to time;
the Company and its subsidiaries;
Hong Kong dollars, the lawful currency of Hong Kong;
the Hong Kong Special Administrative Region of the PRC;
the general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to issue Shares not exceeding 20% of the number of issued Shares as at the date of the passing of the relevant ordinary resolution granting such mandate;
12 April 2021, being the latest practicable date for ascertaining certain information for inclusion in this circular;
the Rules Governing the Listing of Securities on the Stock Exchange;
- 2 -
DEFINITIONS
"PRC"
"Repurchase Mandate"
"SFO"
"Share(s)"
"Shareholder(s)"
"Skyworth Digital"
"Skyworth Group"
"Stock Exchange" "Takeovers Code"
"%"
- for identification purpose only
the People's Republic of China;
a general and unconditional mandate proposed to be granted to the Directors at the AGM authorising them to repurchase Shares not exceeding 10% of the number of the issued Shares as at the date of the passing of the relevant ordinary resolution granting such mandate;
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
ordinary share(s) of HK$0.10 each in the share capital of the Company;
holder(s) of the Shares;
Skyworth Digital Co., Ltd., a subsidiary of the Company and listed on the Shenzhen Stock Exchange (stock code: 000810.SZ);
Skyworth Group Co., Ltd.#（創維集團有限公司）, a company established in the PRC and an indirect wholly- owned subsidiary of the Company;
The Stock Exchange of Hong Kong Limited;
The Code on Takeovers and Mergers and Share Buy-backs; and
per cent.
- 3 -
LETTER FROM THE BOARD
SKYWORTH GROUP LIMITED
創 維 集 團 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00751)
Executive Directors: | Registered office: |
Lai Weide (Chairman of the Board) | Clarendon House |
Liu Tangzhi (Chief Executive Officer) | 2 Church Street |
Lin Wei Ping | Hamilton HM 11 |
Shi Chi | Bermuda |
Lin Jin | |
Lam Shing Choi, Eric | Principal place of business |
in Hong Kong: | |
Independent non-executive Directors: | Rooms 1601-04 |
Li Weibin | Westlands Centre |
Cheong Ying Chew, Henry | 20 Westlands Road |
Hung Ka Hai, Clement | Quarry Bay |
Hong Kong | |
20 April 2021 | |
To the Shareholders: | |
Dear Sir or Madam, |
PROPOSALS FOR GENERAL MANDATES
TO ISSUE SHARES AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS,
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information on the following proposals to be put forward (among other things) for consideration and voting at the AGM:
- the granting to the Directors of the general mandate to issue Shares up to a maximum of 20% of the number of Shares in issue as at the date of passing the relevant resolution;
- 4 -
LETTER FROM THE BOARD
- the granting to the Directors of the general mandate to repurchase Shares up to a maximum of 10% of the number of Shares in issue as at the date of passing the relevant resolution; and
- re-electionof retiring Directors.
The AGM Notice is set out on pages 16 to 20 of this circular.
2. GENERAL MANDATES
- Issue Mandate
The Board, after due and careful consideration, has decided to propose the ordinary resolutions at the AGM: (i) to consider and, if thought fit, granting a general mandate to the Directors to issue and otherwise deal with Shares up to a maximum of 20% of the number of issued Shares as at the date of passing such resolution; and (ii) to approve the extension of the Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate the number of Shares repurchased under the Repurchase Mandate, if granted. If the Company conducts a share consolidation or subdivision after the ordinary resolution in relation to the Issue Mandate has been passed at the AGM, the maximum number of Shares which may be issued under the Issue Mandate shall be adjusted so that the maximum number of Shares which may be issued under the Issue Mandate as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.
Shareholders are referred to the AGM Notice, as set out on pages 16 to 20, for details of the resolutions on this general mandate which will be considered at the AGM.
As at the Latest Practicable Date, the number of Shares in issue was 2,668,129,420. On the basis of such figure (assuming no further Shares are issued or repurchased after and up to the date of passing such resolution), the Directors would be authorised to issue up to a maximum of 533,625,884 Shares.
The Issue Mandate will expire upon whichever is the earlier of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act 1981 of Bermuda (as amended from time to time) or any other applicable laws to be held; and
- the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors under the ordinary resolution approving the Issue Mandate.
- 5 -
LETTER FROM THE BOARD
- Repurchase Mandate
At the 2020 annual general meeting of the Company held on 22 May 2020, an ordinary resolution was passed by the Shareholders to grant a general unconditional mandate to the Directors to repurchase Shares in accordance with the Listing Rules. This general mandate will lapse at the conclusion of the AGM. It is therefore proposed that a general mandate to repurchase Shares be granted to the Directors not exceeding 10% of the number of the issued Shares as at the date of the passing of the relevant ordinary resolution granting such mandate. If the Company conducts a share consolidation or subdivision after the ordinary resolution in relation to the Repurchase Mandate has been passed at the AGM, the maximum number of Shares which may be repurchased under the Repurchase Mandate shall be adjusted so that the maximum number of Shares which may be repurchased under the Repurchase Mandate as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.
Shareholders are referred to the AGM Notice, as set out on pages 16 to 20, for details of the resolution on this general mandate which will be considered at the AGM. With reference to this resolution, the Board wishes to state that it has no immediate plan to exercise the Repurchase Mandate to repurchase any Shares.
As at the Latest Practicable Date, the number of Shares in issue was 2,668,129,420. On the basis of such figure (assuming no further Shares are issued or repurchased after and up to the date of passing such resolution), the Directors would be authorised to repurchase up to a maximum of 266,812,942 Shares.
An explanatory statement, as required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular.
The Repurchase Mandate will expire upon whichever is the earlier of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act 1981 of Bermuda (as amended from time to time) or any other applicable laws to be held; and
- the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by the ordinary resolution approving the Repurchase Mandate.
- 6 -
LETTER FROM THE BOARD
3. RE-ELECTION OF RETIRING DIRECTORS
In accordance with bye-law 87 of the Bye-laws,one-third of the Directors will retire at the AGM and, being eligible, offer themselves for re-election. The nomination committee of the Company, having reviewed the Board's composition, nominates Mr. Lai Weide, Mr. Lin Jin and Mr. Li Weibin to the Board for it to recommend to Shareholders for the re-election of the retiring Directors at the AGM. The biographical details of the retiring Directors are set out in Appendix II to this circular.
The nominations were made in accordance with the Company's nomination policy for Directors and the measurable objectives criteria (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) with regard for the benefits of diversity, as set out under the Company's board diversity policy. The Company's nomination committee has also taken into account the respective overall contributions (including the attendance of meetings and level of participation and performance on Board, etc.) of Mr. Lai Weide, Mr. Lin Jin and Mr. Li Weibin for the Board and Board committee responsibilities and their commitment to their roles. (Information of the Directors' attendance record (where applicable) at Board/committee/general meetings are disclosed in the 2020 annual report of the Company).
Mr. Li Weibin is an independent non-executive Director who served the Board for more than 9 years. Pursuant to code provision A.4.3 of the CG Code, any further appointment of an independent non-executive director who serves more than 9 years should be subject to a separate resolution to be approved by Shareholders. In addition, code provision A.5.5 of the CG Code also requires the Company to provide certain information relating to re-election of independent non-executive Directors.
The Board considers that Mr. Li Weibin continues to be independent as he has satisfied all the criteria for independence as set out in rule 3.13 of the Listing Rules and has provided to the Company his written annual confirmation regarding his independence. During his office as independent non-executive Director, Mr. Li Weibin provided constructive comments and suggestions to the Board on the Company's strategies and policies from his legal expertise, and has provided independent and balanced view as regards the Company's affairs. The Board considers that his continued tenure with the Company will continue to bring wide range of valuable insights and expertise to the Board and help maintain the Board's diversity in terms of business experience.
Resolutions will be proposed for re-election of each of the retiring Directors at the AGM.
- 7 -
LETTER FROM THE BOARD
4. ANNUAL GENERAL MEETING
A notice convening the AGM to be held on Thursday, 20 May 2021 at 10:00 a.m. (or any adjournment thereof) at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages 16 to 20 of this circular. At the meeting, resolutions will be proposed to approve, among other things,
- the granting to the Directors of the general mandate to issue Shares up to a maximum of 20% of the number of Shares in issue as at the date of passing the relevant resolution; (ii) the granting to the Directors of the general mandate to repurchase Shares up to a maximum of 10% of the number of Shares in issue as at the date of passing the relevant resolution; and (iii) the re-election of Mr. Lai Weide, Mr. Lin Jin and Mr. Li Weibin as Directors. In accordance with Rule 13.39(4) of the Listing Rules, the voting on all resolutions at the AGM will be conducted by way of poll.
A proxy form for the AGM is enclosed herewith. If you do not intend to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting should you so desire.
5. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
6. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Friday, 14 May 2021 to Thursday, 20 May 2021 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attendance at the AGM, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Thursday, 13 May 2021.
7. RECOMMENDATIONS
The Board considers that (i) the granting to the Directors of the general mandate to issue Shares up to a maximum of 20% of the number of Shares in issue as at the date of passing the relevant resolution; (ii) the granting to the Directors of the general mandate to repurchase Shares up to a maximum of 10% of the number of Shares in issue as at the date of passing the relevant resolution; and (iii) the re-election of Mr. Lai Weide, Mr. Lin Jin and Mr. Li Weibin as Directors, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions to be proposed at the AGM in respect thereof.
- 8 -
LETTER FROM THE BOARD
8. ADDITIONAL INFORMATION
Your attention is drawn to the "Explanatory Statement of the Repurchase Mandate" set out in Appendix I and the "Particulars of Directors Proposed for Re-election at the Annual General Meeting" set out in Appendix II to this circular.
Yours faithfully,
By order of the Board
Skyworth Group Limited
Lai Weide
Chairman of the Board
- 9 -
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable Shareholders to make an informed decision on whether to vote for or against the ordinary resolution in relation to the grant of the Repurchase Mandate to be proposed at the AGM.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 2,668,129,420 Shares.
Subject to the passing of the relevant ordinary resolution to approve the grant of the Repurchase Mandate and assuming no change in the issued share capital of the Company between the Latest Practicable Date and the date of the AGM, the Company may under the Repurchase Mandate purchase a maximum of 266,812,942 Shares during the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law and the date upon which such authority is revoked or varied by Shareholders.
2. REASONS FOR SHARE REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole as it will give the Company additional flexibility. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Company's securities and/or its earnings per Share and will only be made if the Directors believe that such repurchase is in the interests of the Company and its Shareholders as a whole.
3. FUNDING OF REPURCHASES
When repurchasing the Shares, the Company may employ funds from internal resources and may only apply funds legally available for such purpose in accordance with all applicable laws of Bermuda, the Memorandum of Association of the Company and the Bye-laws. The Company is permitted under the Memorandum of Association of the Company and the Bye-laws to repurchase its Shares.
Based on the audited consolidated financial statements of the Company for the year ended 31 December 2020 (being the date to which the latest published audited financial statements of the Company have been made up), the Directors consider that the exercise in full of the Repurchase Mandate to repurchase Shares at any time during the proposed repurchase period may potentially have a material adverse impact on the working capital position or gearing position of the Company as compared with its financial position as at 31 December 2020. The Directors do not propose to make any repurchase to the extent that it would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company.
- 10 -
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
4. SHARE PRICES
The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date were:
Price per Share | ||
Highest | Lowest | |
(HK$) | (HK$) | |
2020 | ||
May | 2.13 | 1.70 |
June | 2.59 | 1.97 |
July | 2.55 | 2.18 |
August | 2.75 | 2.39 |
September | 2.84 | 2.10 |
October | 2.32 | 1.99 |
November | 2.34 | 2.00 |
December | 2.19 | 2.03 |
2021 | ||
January | 2.57 | 2.13 |
February | 2.60 | 2.26 |
March | 2.74 | 2.33 |
April (up to the Latest Practicable Date) | 2.70 | 2.56 |
5. DIRECTORS AND THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates, has any present intention, in the event that the Repurchase Mandate is granted by the Shareholders, to sell any Shares to the Company or its subsidiaries.
No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company and no such persons have undertaken not to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
6. SHARE REPURCHASES MADE BY THE COMPANY
No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.
- 11 -
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
7. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules, all applicable laws of Bermuda and the Memorandum of Association of the Company and the Bye-laws.
8. EFFECT OF THE TAKEOVERS CODE
If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of Shareholders' interests, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all Shares not already owned by such Shareholder or group of Shareholders.
According to the register of interests maintained by the Company under Section 336 of the SFO, as at the Latest Practicable Date, Target Success Group (PTC) Limited ("Target Success") is interested in a total of 1,200,958,799 Shares in its capacity as trustee of the Skysource Unit Trust, all of the units in which are held by Mr. Wong Wang Sang, Stephen ("Mr. Wong"), the former non-executive Chairman of the Company. Mr. Wong is interested in 1,247,419,181 Shares, which comprise 37,300,000 Shares held by himself, the deemed interest in 1,200,958,799 Shares held by Target Success by virtue of his interest in more than one-third of the voting shares in Target Success and the deemed interests in 9,160,382 Shares held by his spouse, Ms. Lin Wei Ping ("Ms. Lin"). Ms. Lin is interested in 1,247,419,181 Shares, which comprise 9,160,382 Shares held by herself and Mr. Wong's interest in 1,238,258,799 Shares in which she is deemed to be interested pursuant to the SFO. As such, Mr. Wong is interested or deemed to be interested in a total of 1,247,419,181 Shares, representing approximately 46.75% of the issued share capital of the Company as at the Latest Practicable Date. Mr. Lin Jin ("Mr. Lin"), the son of Mr. Wong and Ms. Lin and a current executive Director, also held 3,898,719 Shares as at the Latest Practicable Date, representing approximately 0.15% of the issued share capital of the Company.
In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, then (assuming the shareholdings as at the Latest Practicable Date remain the same) the aggregate shareholding of Target Success, Mr. Wong, Ms. Lin and Mr. Lin (who are presumed to be acting in concert with each other under the Takeovers Code) in the issued share capital of the Company will increase from approximately 46.90% to approximately 52.11%. The Directors are aware that, in the absence of a waiver, this would give rise to an obligation under Rule 26 of the Takeovers Code for a mandatory general offer for all the Shares not already held by Target Success, Mr. Wong, Ms. Lin and Mr. Lin. The Company with comply with the applicable provisions under the Takeovers Code in connection with its exercise of the Repurchase Mandate.
- 12 -
APPENDIX II | PARTICULARS OF DIRECTORS PROPOSED FOR |
RE-ELECTION AT THE ANNUAL GENERAL MEETING | |
The emoluments of the Directors are reviewed by the remuneration committee of the Company from time to time, and determined with reference to the qualifications, responsibilities, experience and performance of the individual Directors, and the financial performance of the Group. Set out below are the biographical details of the Directors proposed to be re-elected at the AGM.
- MR. LAI WEIDE
Mr. Lai Weide, aged 62, is the Chairman of the Board and Executive Director. Mr. Lai is also the chairman of Skyworth Digital and a director of certain subsidiaries of the Company. He is a senior accountant, senior economist and holds a master's degree in engineering from University of Electronic Science and Technology of China. Mr. Lai was appointed as the Chairman of the Board and an Executive Director on 8 July 2016.
Mr. Lai has served as deputy director-general and director-general of the Ministry of Machine-Building and Electronics Industry of The People's Republic of China; deputy head and head of the Assets and Finance Department; deputy general manager of China Electronic Corporation; chairman and general manager of Nanjing Electronic Information Industrial Corporation; chairman of Panda Electronic Group Limited and chairman of Caihong Group Corporation, etc. Mr. Lai was chairman and executive director of Nanjing Panda Electronics Company Limited (stock code: 00553, a company listed and traded on the main board of The
Stock Exchange of Hong Kong Limited), chairman of Nanjing Huadong Electronics Information & Technology Company Limited（# 南京華東電子信息科技股份有限公司）(stock code: 000727, a company listed on the Shenzhen Stock Exchange). He has engaged in the work of management in
central government and state-owned enterprises for a long period and has substantial experience in government authority and business management.
As at the Latest Practicable Date, pursuant to the service contract entered into between Mr. Lai and the Company, Mr. Lai's term of service is 3 years commencing from 8 July 2019 to 7 July 2022, and he is entitled to (i) a director's fee of RMB500,000 per annum; (ii) director's salary of RMB1,000,000 per annum; (iii) performance salary determined by his performance achievement in reference to the Group's annual performance assessment policy; and (iv) a discretionary bonus based on the performance of the Group. Mr. Lai also entered into an employment contract with Skyworth Group, under which he is entitled to a salary of RMB1,000,000 per annum. The total emoluments paid to Mr. Lai for the 2020 financial year is set out in note 12 to the consolidated financial statements for the year ended 31 December 2020 in the Company's 2020 annual report. The remuneration of Mr. Lai was determined with reference to his duties and responsibilities in the Group, and was reviewed by the remuneration committee of the Company and approved by the Board. Mr. Lai is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws and the Listing Rules.
As at the Latest Practicable Date, Mr. Lai was interested or deemed to be interest (within the meaning of Part XV of the SFO) in a total of 10,002,000 Shares and share options to subscribe for 20,000,000 Shares.
Save as disclosed above, Mr. Lai does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and he has not held any directorships in any other listed public companies in the last 3 years. Save as disclosed herein, there are no matters required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of his re-election as a Director.
- 13 -
APPENDIX II | PARTICULARS OF DIRECTORS PROPOSED FOR |
RE-ELECTION AT THE ANNUAL GENERAL MEETING | |
- MR. LIN JIN
Mr. Lin Jin, aged 36, is an Executive Director of the Company. Mr. Lin graduated from the University of Toronto with a bachelor degree in applied science. He is currently a director in a
number of subsidiaries of the Company, including Shenzhen Coocaa Network Technology Company Limited（# 深圳市酷開網絡科技有限公司）and Skyworth Digital. He is also currently a director (non-executive) of Skywell New Energy Automobile Co., Ltd.（# 開沃新能源汽車有限公司）and Skysource (China) Investment Co., Ltd.（# 創源天地（中國）投資有限公司）and a number of their respective subsidiaries. Prior to joining the Group in 2011, Mr. Lin worked in MediaTek Inc. as a
sales manager from November 2009 to October 2011 and Realtek Semiconductor Corp. as a system development engineer from September 2007 to September 2009. He has more than 10 years of work experience in companies primarily engaged in the business of designing and manufacturing electronics and electronic components.
As at the Latest Practicable Date, pursuant to the service contract entered into between Mr. Lin and the Company, Mr. Lin's term of service is 3 years commencing from 1 April 2021 to 31 March 2024, he is entitled to (i) a director's fee of RMB500,000 per annum; (ii) director's salary of RMB880,000 per annum; (iii) performance salary determined by his performance achievement in reference to the Group's annual performance assessment policy; and (iv) an annual bonus based
on the performance of the Shenzhen Coocaa Network Technology Company Limited（# 深圳市酷 開網絡科技有限公司）. Mr. Lin also entered into an employment contract with Skyworth Group, under which he is entitled to a salary of RMB120,000 per annum. The total emoluments paid to Mr.
Lin for the 2020 financial year is set out in note 12 to the consolidated financial statements for the year ended 31 December 2020 in the Company's 2020 annual report. The remuneration of Mr. Lin was determined with reference to his duties and responsibilities in the Group, and was reviewed by the remuneration committee of the Company and approved by the Board. Mr. Lin is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws and the Listing Rules.
Mr. Lin is the son of Mr. Wong Wang Sang, Stephen, the controlling shareholder of the Company, and Ms. Lin Wei Ping, an Executive Director.
As at the Latest Practicable Date, Mr. Lin was interested or deemed to be interest (within the meaning of Part XV of the SFO) in a total of 3,898,719 Shares.
Save as disclosed above, Mr. Lin does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and he has not held any directorships in any other listed public companies in the last 3 years. Save as disclosed herein, there are no matters required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of his re-election as a Director.
- 14 -
APPENDIX II | PARTICULARS OF DIRECTORS PROPOSED FOR |
RE-ELECTION AT THE ANNUAL GENERAL MEETING | |
- MR. LI WEIBIN
Mr. Li Weibin, aged 59, is an Independent Non-Executive Director, the chairperson of Remuneration Committee, a member of each of the Audit Committee and Nomination Committee. He was first appointed as an Independent Non-Executive Director on 10 March 2000.
Mr. Li is a practicing solicitor in Hong Kong and is the founder and senior partner of Li & Partners, a firm of solicitors in Hong Kong. He graduated from the China University of Political Science and Law in Beijing, the postgraduate school of the Chinese Academy of Social Sciences in Beijing and the University of Hong Kong with a bachelor degree in law, a master degree in law and a bachelor degree in common law, respectively. Mr. Li is also admitted to practice law in the PRC, England and Wales and New York, USA. Mr. Li is a China-appointed attesting officer, a visiting professor in the China University of Political Science and Law and has worked in the legal field for over 30 years.
Pursuant to the letter of appointment entered into between Mr. Li Weibin and the Company for a term of 3 years commencing from 28 September 2019 and ending on 27 September 2022, he is entitled to a director's fee of HK$528,000 per annum. The total emoluments paid to Mr. Li for the 2020 financial year is set out in note 12 to the consolidated financial statements for the year ended 31 December 2020 in the Company's 2020 annual report. The remuneration of Mr. Li was determined with reference to his duties and responsibilities in the Group, and was reviewed by the remuneration committee of the Company and approved by the Board. Mr. Li is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye- laws and the Listing Rules.
As at the Latest Practicable Date, Mr. Li was interested or deemed to be interest (within the meaning of Part XV of the SFO) in a total of 1,000,000 Shares.
Save as disclosed above, Mr. Li does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and he has not held any directorships in any other listed public companies in the last 3 years. Save as disclosed herein, there are no matters required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of his re-election as a Director.
- 15 -
NOTICE OF ANNUAL GENERAL MEETING
SKYWORTH GROUP LIMITED
創 維 集 團 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00751)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Skyworth Group Limited (the "Company") will be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Thursday, 20 May 2021 at 10:00 a.m. (or any adjournment thereof) for the following purposes:
- To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors (the "Directors") and the auditors (the "Auditors") of the Company thereon for the year ended 31 December 2020.
- (A) To re-elect Mr. Lai Weide as a Director;
- To re-elect Mr. Lin Jin as a Director; and
- To re-elect Mr. Li Weibin as a Director.
- To authorise the board of Directors (the "Board") to fix the remuneration of Directors.
- To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditors and to authorise the Board to fix their remuneration.
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
5. "THAT:
- subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
- 16 -
NOTICE OF ANNUAL GENERAL MEETING
- the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to a Rights Issue (as defined in paragraph (d) below) or pursuant to an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to executives and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed 20% of the total number of the shares of the Company in issue on the date of this resolution as adjusted for any share consolidation or subdivision which may be effected after the passing of this resolution and the said approval to the Directors in paragraph (a) above shall be limited accordingly; and
- for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended from time to time) or any other applicable laws to be held; and
- the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
"Rights Issue" means an offer of shares open for a period fixed by the Directors to the holders of shares on the register of members of the Company on a fixed record date in proportion to their shareholdings as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."
- 17 -
NOTICE OF ANNUAL GENERAL MEETING
6. "THAT:
- subject to sub-paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase issued shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the shares may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act 1981 of Bermuda (as amended from time to time) and all other applicable laws in this regard, be and is hereby generally and unconditionally approved;
- the aggregate number of shares of the Company which may be repurchased by the Company pursuant to the approval in sub-paragraph (a) above during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10% of the aggregate number of the issued shares of the Company as at the date of the passing of this resolution as adjusted for any share consolidation or subdivision which may be effected after the passing of this resolution and the authority pursuant to sub-paragraph (a) of this resolution shall be limited accordingly; and
- for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended from time to time) or any other applicable laws to be held; and
- the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
- 18 -
NOTICE OF ANNUAL GENERAL MEETING
7. "THAT
conditional upon resolutions numbered 5 and 6 above being passed, the aggregate number of shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution numbered 6 above shall be added to the aggregate number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution numbered 5 above, provided that the number of shares repurchased by the Company shall not exceed 10% of the total number of the share capital of the Company in issue on the date of this resolution as adjusted for any share consolidation or subdivision which may be effected after the passing of this resolution."
By order of the Board
Skyworth Group Limited
Lai Weide
Chairman of the Board
Hong Kong, 20 April 2021
As at the date of this notice, the Board comprises Mr. Lai Weide as the Chairman of the Board, Mr. Liu Tangzhi as executive Director and the chief executive officer, Ms. Lin Wei Ping, Mr. Shi Chi, Mr. Lin Jin and Mr. Lam Shing Choi, Eric as executive Directors; and Mr. Li Weibin, Mr. Cheong Ying Chew, Henry and Mr. Hung Ka Hai, Clement as independent non-executive Directors.
Registered office: | Principal place of business in Hong Kong: |
Clarendon House | Rooms 1601-04 |
2 Church Street | Westlands Centre |
Hamilton HM 11 | 20 Westlands Road |
Bermuda | Quarry Bay |
Hong Kong |
- 19 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
- A member entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company.
- In order to be valid, the proxy form must be deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, at the office of the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude any member from attending and voting in person should he so desire.
- The register of members of the Company will be closed from Friday, 14 May 2021 to Thursday, 20 May 2021 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attendance at the AGM, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Thursday, 13 May 2021.
- An explanatory statement containing further details regarding resolution 6 above is set out in Appendix I to the circular of which this notice of AGM forms part (the "Circular").
- Particulars of the retiring Directors proposed to be re-elected are set out in Appendix II to the Circular.
- Effect of bad weather on the AGM
The AGM will be adjourned if there is: - a tropical cyclone warning signal number 8 or above; or
- a "black" rainstorm warning,
in force in Hong Kong 2 hours before the scheduled time of the AGM on the day of the AGM. An announcement will be made by the Company in such event.
- In view of the travelling restrictions imposed by various jurisdictions including Hong Kong to prevent the spread of the COVID-19, certain directors of the Company may attend the AGM through video conference or similar electronic means.
- Subject to the development of COVID-19, the Company may implement further changes and precautionary measures at short notice. Shareholders should check the Company's website at http://investor.skyworth.com/en/index.php for future announcements and updates on the AGM arrangements.
- 20 -
Attachments
- Original document
- Permalink
Disclaimer
Skyworth Digital Holdings Limited published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 00:49:04 UTC.
