TINCI HOLDINGS LIMITED
If you have sold or otherwise transferred all of your Ordinary Shares, please send this document (and accompanying Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred part of your registered holding of Ordinary Shares, please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
The London Stock Exchange has not itself examined or approved the contents of this document. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority.
(Incorporated and registered in Hong Kong under the Companies Ordinance with registered number 1049950)
PROPOSED CANCELLATION OF ADMISSION OF ORDINARY SHARES TO TRADING ON AIM AND NOTICE OF GENERAL MEETING
This document should be read in conjunction with the accompanying Form of Proxy/Form of Instruction.
Your attention is drawn to the letter from the Chairman of Tinci Holdings Limited in Part I of this document which explains why the Resolution is to be proposed at the General Meeting referred to below. Before deciding on what action to take you should fully consider all the information in this document.
Notice convening the General Meeting of the Company to be held at the office of the Company at 18th floor, Wuyangxincheng Plaza, No. 111 - 115 Siyouxin Road, Guangzhou, P.R.C.at 4:00 pm (Hong Kong time) on
15 January 2015 is set out at the end of this document.
You will find enclosed with this document a Form of Proxy or a Form of Instruction for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are asked to complete and sign the Form of Proxy in accordance with the instructions printed thereon. Your completed Form of Proxy should be returned by post to the Company's registrars at Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, by not later than 8:00 am (UK time) on 13
January 2015 (being not less than 48 hours before the time for holding the meeting).
In the case of holders of Depositary Interests representing Ordinary Shares, a Form of Instruction must be completed in order to appoint Computershare Company Nominees Limited, the Custodian, to vote on the holder's behalf at the General Meeting. To be valid, a completed and signed Form of Instruction (and any power of attorney or other authority under which it is signed or a notarially certified or office copy of such power of attorney) must be lodged at the offices of the Depositary at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom by 8:00 am (UK time) on 12 January
2015 (being not less than 72 hours before the time for holding the meeting).
The completion and return of a Form of Proxy/Form of Instruction does not prevent Shareholders from attending and voting in person at the General Meeting, or any adjournment thereof, should you wish to do so.
Page
Expected Timetable of Principal Events ............................................................................................................3
Definitions .........................................................................................................................................................4
Letter from the Chairman of Tinci Holdings Limited .........................................................................................6
Notice of General Meeting of Tinci Holdings Limited ...........................................................................................................10
Form of Proxy
Form of Instruction
Announcement of proposed cancellation of admission to trading of the Ordinary Shares on AIM
22 December 2014
Posting of Notice of General Meeting 22 December 2014
Latest time and date for receipt of Forms of
Instruction for the General Meeting
Latest time and date for receipt of Forms of Proxy for the General Meeting
8:00 a.m. (UK time) on 12 January 2015
8:00 a.m. (UK time) on 13 January 2015
General Meeting of Tinci Holdings Limited 4:00 p.m. (HK time) on 15 January 2015
Last day of dealings of Ordinary Shares on AIM 22 January 2015
Cancellation of the admission to trading on AIM of the Ordinary Shares becomes effective
7.00 a.m. (UK time) on 23 January 2015
All the dates and times given are based on the Company's current expectations and may be subject to change. Any changes to the expected timetable will be announced via a Regulatory Information Service.
3 DEFINITIONS
The following definitions apply throughout the document unless the context requires otherwise:
"Act" Companies Ordinance, Hong Kong (Chapter 622 of the laws of Hong Kong, as amended from time to time);
"AIM" the market of that name, operated by the London
Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time;
"Board" or "Directors" the directors of the Company, whose names appear on page 6 of this document;
"Business Day" any day the London Stock Exchange is open; "Cancellation" cancellation of admission of the Company's AIM
securities to trading on AIM in accordance with Rule
41 of the AIM Rules;
"China" or "P.R.C." the People's Republic of China;
"Company" or "Tinci" Tinci Holdings Limited, a company incorporated in
Hong Kong with company registration number
1049950;
"Custodian"
"Depositary"
Computershare Company Nominees Limited;
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY;
"Depository Interests" the depository interests representing underlying
Ordinary Shares;
"Form of Instruction" the form of instruction accompanying this document for use by Depository Interest holders at the General Meeting;
"Form of Proxy" the form of proxy accompanying this document for use by Shareholders at the General Meeting;
"General Meeting" the general meeting of the Company to be held at the company office of Tinci Holdings Limited, 18th floor, Wuyangxincheng Plaza, No. 111 - 115 Siyouxin Road, Guangzhou, P.R.C. at 4:00 p.m. (HK time) on
15 January 2015 (notice of which is set out at the end of this document);
"Group" the Company and its subsidiaries;
"Hong Kong" Hong Kong Special Administrative Region of China;
"London Stock Exchange" London Stock Exchange plc;
"Notice" the notice of the General Meeting which is set out at the end of this document;
"Ordinary Shares" the ordinary shares of 1 pence each in the capital of the Company;
"Re-registration" the re-registration of the Company as a private limited company with the Companies Registry of Hong Kong;
"Registrars" Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St. Helier, Jersey, JE1 1ES;
"Resolution" the resolution to be proposed at the General Meeting, as set out in the Notice;
"Shareholders" the holders of Ordinary Shares and the term
"Shareholder" shall mean any one of them; and
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland.
Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any provision of any legislation shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender. All references in this
document to "₤", "pounds Sterling", "pence", or "p" are to the lawful currency of the United Kingdom.
5 PART I LETTER FROM THE CHAIRMAN OF TINCI HOLDINGS LIMITEDTINCI HOLDINGS LIMITED
(Registered in Hong Kong with registered number 1049950)
带格式的: 字体: 小四
Directors
David STEEDS, Non-executive Chairman
XU Jinfu, Chief Executive Officer
WANG Keer, Non-executive director
CHENG Shifa ("Joshua"), Non-executive director
Accuracy Corporate Services Limited
Room 1011, 10/F Wu Sang House
655 Nathan Road, Kowloon
Hong Kong
Dear Shareholders 22 December 2014
On 22 Dec ember 2014, the Company announced its intention to apply for the cancellation of the admission to trading of the Ordinary Shares on AIM.
The Company will convene a General Meeting at 4:00 p.m. (Hong Kong time) on 15 January 2015, at which Shareholders will be asked to consider and if thought fit, to approve the Resolution in order to implement the Cancellation. The Notice of General Meeting at which the Resolution will be proposed is set out at the end of this document. Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the date of the proposed Cancellation.
The Shareholder meeting to approve the Re-registration will be convened separately and at a later date after the Cancellation has been affected. Details of such Shareholder meeting will be made available on the Company's website www.tinciholdings.comin due course.
Tinci specializes in the provision of environmental engineering services in China. Its core business is the design and management of Flue Gas Desulphurization ("FGD") engineering projects which involve processes to reduce or minimize the sulphur dioxide content in industrial and utility coal-fired boiler flue gases. Tinci's Ordinary Shares were admitted to trading on AIM in July 2006, raising approximately ₤2 million.
3. Background to and reasons for the Cancellation
Since the Company's admission to AIM in 2006, the quoted price for the Ordinary Shares has fallen from 70p to 4.38p, the closing price for the Ordinary Shares on 15 December 2014. The Ordinary Shares have traded at these low levels for the last two years now, with corresponding low trading volumes (average daily trading volume from 15 December 2012 to 15 December 2014 of 9,387 Ordinary Shares).
In light of this, the Directors have carefully considered the merits or otherwise of the Ordinary Shares continuing to trade on AIM. Among others, the following factors have been taken into consideration:
The low liquidity in the trading of the Ordinary Shares and the lack of interest in small cap companies has resulted in a share price that the Directors believe does not reflect the true value of the Company;
Tinci has not been able to raise capital from institutional investors as there appears to be little interest in small cap AIM companies, in particular those operating in the PRC. This situation is unlikely to change in the foreseeable future;
Due to the small size of the Company, many of the business opportunities that the Company is considering would constitute a reverse takeover under the AIM Rules, which would entail significant additional cost, time and uncertainty to execute; and
The administrative costs and management time spent on maintaining the Company's AIM listing could be better spent on developing Tinci's business.
Given the above, the Directors have concluded that the commercial disadvantages and costs of maintaining admission to trading on AIM outweigh the potential benefits and that it is therefore no longer in the Company's or its Shareholders' best interests to remain traded on AIM.
In addition, following the proposed Cancellation, the Directors consider that there is little benefit to maintaining the Company's status as a Hong Kong public limited company together with the extra costs and administrative burdens associated with such status. The Re-registration would require the approval of not less than 75 per cent. of the votes cast by Shareholders at a general meeting. Under the Act, as part of the Re-registration, the Company would also be required to adopt new articles of association. As such, the Board will propose, at a separate Shareholder meeting to be held after the Cancellation, that Tinci be re-registered as a Hong Kong private company. Details of such Shareholder meeting will be made available on the Company's website www.tinciholdings.comin due course.
The principal effects that Cancellation would have on Shareholders include the following:
The Company will cease to retain a nominated adviser and broker;
There would no longer be a formal market mechanism enabling Shareholders to trade their Ordinary
Shares on AIM or any other recognised market or trading exchange;
While the Ordinary Shares will remain freely transferable, they may be more difficult to sell compared to shares of companies traded on AIM. It may also be more difficult for Shareholders to determine the market value of their shareholdings in the Company at any given time, which could adversely affect their value; and
The Company will no longer be subject to the AIM Rules. Shareholders will therefore no longer be afforded the protections given by the AIM Rules nor have the same access to information as the Company would not be bound to:
a) make any public announcements of material events, substantial transactions and related party transactions, nor to announce interim or final results;
b) comply with any of the corporate governance practices applicable to AIM companies;
c) disclose major shareholders in the Company;
d) comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business; or
e) maintain a website with information required under AIM Rule 26.
In addition, the principal effects that Re-registration would have on Shareholders under the Act include the following:
As required by the Act, the articles of association of the Company, after Re-registration, will be amended such that the Company must (a) have not more than 50 members; (b) have restrictions on the transfer of its shares; and (c) prohibit the invitation to the public to subscribe for its shares or debentures. Therefore, it may be difficult for Shareholders to sell the Ordinary Shares after the Re- registration.
After Re-registration, the majority Shareholder will have different rights to appoint a corporate director or natural person representing his/her/its interests on the Board. In light of this, the director may owe a duty to the Company as well as the Shareholder who elects him/her/it as the Shareholder's representative on the Board. As a result, minority Shareholders' interests may not be protected.
Under the Act, public companies in Hong Kong are prohibited from undertaking certain transactions
(e.g. making loans or quasi-loans and credit transaction loans, payment for loss of office and directors'
long-term employment) unless the company obtains the approval from disinterested members. This does not apply to a private company, which is what Tinci will become after the Re-registration, and therefore, minority Shareholders' interests may not be protected.
After the Re-registration, as required by the Stamp Duty Ordinance (Cap 117 of the Laws of Hong Kong), all Shareholders (irrespective of residency) will be subject to an obligation to pay stamp duty of 0.2 per cent. on the higher of the share purchase consideration or market value of the shares on all transfers of shares, and certain documentation will be required for the transfer of shares to be effective.
In addition to the above, the Cancellation and Re-registration might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.
After the Cancellation, Shareholders will cease to hold shares in a quoted company and will become shareholders of an unlisted company which will significantly reduce the marketability and liquidity of the Ordinary Shares.
In view of the above, and in order to provide Shareholders with a definitive option for exit, Mr. Xu Jinfu, Tinci's Chief Executive Officer and who has an interest in 63.3 per cent. of the Company's Ordinary Shares, has agreed with the Board to purchase the Ordinary Shares that he does not already own at the price of 20p per Ordinary Share (which is at a significant premium to the current trading price of 4.38p) , conditional on the Company delisting from AIM and re-registering as a private company. To facilitate this Mr. Xu has agreed to deposit
₤600,000 into an escrow account managed by Computershare Investor Services PLC to fund the purchase of the Ordinary Shares held outside Hong Kong and China (the "Facility"). The Facility will be made available to Shareholders on the Company's share register with addresses outside of Hong Kong or China, currently totalling
2,950,041 Ordinary Shares. It is anticipated that the full amount of the funds will be deposited into the account
prior to the date of the General Meeting, but, should this be delayed for any reason, the General Meeting will be adjourned in accordance with the articles of association of the Company until such time as the full amount is deposited. After the Cancellation is approved at the General Meeting or any adjournment thereof, the Company intends to retain the services of its Registrars to facilitate this purchase of Ordinary Shares after the Cancellation. Once this service has been arranged, details will be made available to Shareholders on the Company's website www.tinciholdings.com.
Rule 41 of the AIM Rules requires an AIM company that wishes the London Stock Exchange to cancel the admission of its Ordinary Shares to trading on AIM to notify such intended cancellation and separately inform the London Stock Exchange of its preferred cancellation date at least twenty Business Days prior to such date. In accordance with AIM Rule 41, the Directors have notified AIM of the Company's intention to cancel the Company's admission of the Ordinary Shares to trading on AIM.
The Cancellation is also conditional upon the consent of not less than 75 per cent. of votes cast by Shareholders at a general meeting. The Notice of General Meeting at the end of this document contains Resolution 1 which proposes that the Company's admission to trading on AIM be cancelled.
The Company has received irrevocable undertakings from a majority of the directors of the Company and certain Shareholders (whose holdings amount in aggregate to approximately 80 per cent. of the issued share capital of the Company) that they will vote in favour of the Cancellation. If Resolution 1 is passed at the General Meeting, the Cancellation will be effective at 7:00 a.m. (UK time) on 23 January 2015.
The Cancellation may have certain tax consequences for Shareholders and those Shareholders who are in any doubt about their tax position should consult their professional advisers as to their tax position before taking any action relating to the Cancellation.
8
The Notice convening the General Meeting is set out at the end of this document.
Resolution 1 will be proposed as special resolution to approve the Cancellation. At the General Meeting, the approval of75 per cent. of those Shareholders voting in person or by proxy in favour of the Resolution to approve the Cancellation is required.
Shareholders will find enclosed with this document a Form of Proxy or Form of Instruction to be used in connection with the General Meeting. Whether or not you intend to attend the General Meeting, please complete and sign the Form of Proxy in accordance with the instructions printed thereon and return it by post to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom so as to be received not later than 8:00 a.m. (UK time) on 13 January 2015 or, if the meeting is adjourned, no later than 48 hours before the time for holding the adjourned meeting.
Depository Interest holders will find enclosed with this document a Form of Instruction to be used in connection with the General Meeting. Whether or not you intend to attend the General Meeting, please complete and sign the Form of Instruction in accordance with the instructions printed thereon and return it by post to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom so as to be received not later than 8:00 a.m. (UK time) on 12 January 2015 or, if the meeting is adjourned, no later than 72 hours before the time for holding the adjourned meeting.
Neither the completion of the Form of Proxy/Form of Instruction nor its return will preclude Shareholders from attending and voting in person at the General Meeting, should they wish to do so.
If you have any questions relating to this document or the completion and return of the Form of Proxy or the
Form of Instruction, please call Computershare Investor Services (Jersey) Limited on telephone number 0870 707
4040 or, if telephoning from outside the United Kingdom, on +44 870 707 4040. Please note that no advice on the contents of this document nor on the matters to be voted upon at the General Meeting nor any financial, legal or tax advice can be given by Computershare Investor Services (Jersey) Limited and accordingly for such advice you should consult your stockbroker, solicitor, accountant, bank manager or other independent professional adviser.
This document will be made available in electronic form on the Company's website at www.tinciholdings.com. Copies will also be made available for inspection at the Company's registered office at Accuracy Corporate Services Limited, Room 1011, 10/F Wu Sang House, 655 Nathan Road, Kowloon, Hong Kong during normal business hours on any Business Day from the date of this document until the date of the General Meeting and will also be available for inspection at the General Meeting.
The Directors unanimously consider that the Cancellation is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as a majority of the Directors intend to do in respect of their own beneficial shareholdings amounting, in aggregate, to 34,525,565 Ordinary Shares, representing approximately 65.2 per cent. of the issued share capital of the Company at the date of this document.
Yours Sincerely, David Steeds
Non-Executive Chairman
910
TINCI HOLDINGS LIMITED
(Registered in Hong Kong with registered number 1049950)
NOTICE OF GENERAL MEETING带格式的: 字体: 小四
Notice is hereby given that the General Meeting (the "Meeting") of Tinci Holdings Limited (the "Company") will be held at the office of Tinci Holdings Limited, 18th floor, Wuyangxincheng Plaza, No. 111 - 115 Siyouxin Road, Guangzhou, P.R.C. at 4:00 p.m. (Hong Kong time) on 15 January 2015 for the following purposes:
Special Business
To consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution:
1. That, in accordance with Rule 41 of the AIM Rules for Companies, the cancellation of the admission to trading of the Ordinary Shares on the AIM Market of the London Stock Exchange plc (the "Cancellation") be and is hereby approved and that the directors be authorised to take all action reasonable or necessary to effect the Cancellation.
Accuracy Corporate Services Limited
Company Secretary
Registered Office:
Room 1011, 10/F, Wu Sang House
655 Nathan Road, Kowloon
Hong Kong
Dated: 22 December 2014
email !UKALLDITeam2@computershare.co.uk
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