Boer Power : Circulars - Proposals for General Mandates to Issue and Repurchase Shares, Re-election of Retiring Directors, and Notice of Annual General Meeting

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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Boer Power Holdings Limited, you should at once hand this circular and 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 transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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.

BOER POWER HOLDINGS LIMITED

博耳電力控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1685)

PROPOSALS FOR GENERAL MANDATES TO

ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of Boer Power Holdings Limited is set out on pages 3 to 6 of this circular.

Resolutions will be proposed at the Annual General Meeting of Boer Power Holdings Limited to be held at Holiday Inn Express Hong Kong SoHo, Function Room 1 & 2, 38 Floor, 83 Jervois Street, Sheung Wan, Hong Kong on Wednesday, 29 May 2019 at 2:30 p.m. to approve the matters referred to in this circular.

The notice convening the Annual General Meeting together with the form of proxy for use at the Annual General Meeting are enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the Company's branch share registrar in Hong Kong, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

24 April 2019

	CONTENTS
		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	New Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Shares Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	- Explanatory Statement on Share Repurchase Mandate . . . . . . .	7
Appendix II - Details of Retiring Directors Proposed for Re-election . . . . . .		10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context

otherwise requires:

"Annual General Meeting"	the annual general meeting of the Company to be held
	at Holiday Inn Express Hong Kong SoHo, Function
	Room 1 & 2, 38 Floor, 83 Jervois Street, Sheung Wan,
	Hong Kong on Wednesday, 29 May 2019 at 2:30 p.m.;
"Articles of Association"	the articles of association of the Company, and
	"Articles" shall mean an article of the Articles of
	Association;
"Auditor"	the auditor of the Company at the relevant time;
"Board"	the board of Directors of the Company;
"Bright Rise Trading"	Bright Rise Trading Limited (皓昇貿易有限公司), a
	company incorporated in the British Virgin Islands
	and owned as to 50% by Mr. Qian Yixiang and 50% by
	Ms. Jia Lingxia;
"Company"	Boer Power Holdings Limited (博耳電力控股有限公
	司), an exempted company incorporated in the
	Cayman Islands with limited liability, the Shares of
	which are listed on the Main Board of the Stock
	Exchange;
"Controlling Shareholder"	shall have the meaning ascribed to it under the Listing
	Rules;
"Director(s)"	the director(s) of the Company;
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"King Able"	King Able Limited (興寶有限公司), a company
	incorporated in the British Virgin Islands and owned
	as to 50% by Mr. Qian Yixiang and 50% by Ms. Jia
	Lingxia;
"Latest Practicable Date"	12 April 2019, being the latest practicable date for
	ascertaining certain information referred to in this
	circular prior to the printing of this circular;

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange as amended from time to time;
"New Issue Mandate"	the general mandate proposed to be granted to the
	Directors at the Annual General Meeting to allot,
	issue and otherwise deal with additional Shares of up
	to a maximum of 20% of the issued share capital of the
	Company at the date of the passing of the relevant
	resolution approving such grant;
"PRC"	the People's Republic of China;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
"Share(s)"	share(s) of HK$0.10 each of the Company;
"Shareholder(s)"	holder(s) of Share(s);
"Share Repurchase Mandate"	the general mandate proposed to be granted to the
	Directors at the Annual General Meeting to
	repurchase Shares up to a maximum of 10% of the
	issued share capital of the Company at the date of the
	passing of the relevant resolution approving such
	grant;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Substantial Shareholder"	shall have the meaning ascribed to it under the Listing
	Rules;
"Takeovers Code"	The Hong Kong Code on Takeovers and Mergers
	approved by the Securities and Futures Commission
	from time to time; and
"%"	per cent.

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LETTER FROM THE BOARD

BOER POWER HOLDINGS LIMITED

博耳電力控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1685)

Executive Directors:	Registered Office:
Mr. QIAN Yixiang	Clifton House
(Chairman and Chief Executive Officer)	75 Fort Street
Ms. JIA Lingxia	P.O. Box 1350
Mr. ZHA Saibin	Grand Cayman
Mr. QIAN Zhongming	KY1-1108
	Cayman Islands
Non-executive Director:
Mr. ZHANG Huaqiao	Head Office and Principal Place
	of Business in the PRC:
Independent Non-executive Directors:	Luoyang Road
Mr. YEUNG Chi Tat	Yangshi Industrial Park
Mr. TANG Jianrong	Huishan District
Mr. Qu Weimin	Wuxi City
	Jiangsu Province
	PRC
	Principal Place of Business
	in Hong Kong:
	Unit 1805, 18/F
	Infinitus Plaza
	199 Des Voeux Road Central
	Hong Kong
	24 April 2019
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO

ISSUE 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 relating to the proposed grant of the New Issue Mandate and Share Repurchase Mandate, the re-election of the Directors who are going to retire and offer themselves for re-election at the Annual General Meeting, and to give you the notice of the Annual General Meeting.

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