THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Legend Holdings Corporation, you should at once hand this circular, together with the accompanying form of proxy and reply slip 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.
聯想控股股份有限公司
Legend Holdings Corporation
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 03396)
PROPOSED APPOINTMENT OF DIRECTORS
PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO
ISSUE DEBT FINANCING INSTRUMENTS
AND
NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020
The Company will convene the EGM at 2:30 p.m. on Thursday, February 13, 2020, at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the People's Republic of China. Notice of EGM is set out on pages 39 to 41 of this circular.
If you intend to attend and vote in person or by proxy at the EGM, you are requested to complete and return (i) the accompanying reply slip in accordance with the instructions printed thereon on or before Friday, January 24, 2020 to the H Share registrar, Link Market Services (for H Shareholders) or the Company (for Domestic Shareholders) and (ii) the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 24 hours before the time appointed for convening the EGM or any adjournment thereof to the H Share registrar, Link Market Services (for H Shareholders) or the Company (for Domestic Shareholders). Completion and return of the forms of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
December 27, 2019
CONTENTS | |
Page | |
DEFINITIONS............................................................................................................................ | 1 |
LETTER FROM THE BOARD................................................................................................ | 4 |
APPENDIX - PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION.................................................... | 16 |
NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020....................... | 39 |
- i -
DEFINITIONS
In this circular, unless the context requires otherwise, the following terms shall have the following meanings:
"2016 Restricted Share | the 2016 restricted share incentive scheme of the Company |
Incentive Plan" | approved by the Shareholders on June 2, 2016 (for further |
details, please refer to the circular to the Shareholders of the | |
Company dated April 15, 2016) | |
"2019 Share Incentive Plan" | the 2019 mid-term to long-term share incentive scheme of the |
Company approved by the Shareholders on June 13, 2019 (for | |
further details, please refer to the circular to the Shareholders | |
of the Company dated April 19, 2019) | |
"Articles of Association" | the Articles of Association of Legend Holdings Corporation |
"BIL" | Banque International à Luxembourg S.A., a credit institution |
in the form of a Luxembourg limited liability company (société | |
anonyme) and our subsidiary | |
"Board" | the board of directors of the Company |
"Company" or "Legend Holdings" | Legend Holdings Corporation ( 聯想控股股份有限公司), a |
joint stock limited liability company incorporated under the | |
laws of People's Republic of China and its overseas listed | |
shares are listed on the Main Board of the Hong Kong Stock | |
Exchange (Stock Code: 03396) | |
"Director(s)" | director(s) of the Company |
"Domestic Share(s)" | domestic share(s) in the ordinary share capital of the Company |
with a nominal value of RMB1.00 each | |
"EGII" | ENN Group International Investment Limited, a company |
incorporated in the British Virgin Islands with limited liability, | |
which is beneficially owned as to 50% by each of Mr. WANG | |
Yusuo and his spouse respectively | |
"EGM" or "Meeting" | the first extraordinary general meeting of 2020 of the Company |
scheduled to be held at B-17, Raycom Info Tech Park, No. 2 Ke | |
Xue Yuan South Road, Haidian District, Beijing, the People's | |
Republic of China at 2:30 p.m. on Thursday, February 13, 2020 | |
"H Share(s)" | overseas listed share(s) in the ordinary share capital of the |
Company with a nominal value of RMB1.00 each, which are | |
listed on the Main Board of the Hong Kong Stock Exchange | |
and trade in HK dollars |
- 1 -
DEFINITIONS | |
"H Shareholder(s)" | holder(s) of H Share(s) of the Company |
"Hong Kong" | Hong Kong Special Administrative Region of the People's |
Republic of China | |
"Hong Kong Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Kaola Technology" | Tibet Kaola Science & Technology Development Co., Ltd. |
( 西藏考拉科技發展有限公司), a limited liability company | |
incorporated under the laws of the People's Republic of China, | |
and our subsidiary | |
"Lakala" | Lakala Payment Corporation (拉卡拉支付股份有限公司), a |
joint stock limited liability company incorporated under the | |
laws of the People's Republic of China, and our associate, | |
listed on the ChiNext Board of the Shenzhen Stock Exchange | |
(A share stock code: 300773) | |
"Latest Practicable Date" | December 23, 2019, being the latest practicable date prior to |
the printing of this circular for ascertaining certain information | |
contained in this circular | |
"Link Market Services" | Link Market Services (Hong Kong) Pty Limited, the H Share |
Registrar of the Company | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Hong |
Kong Stock Exchange, as amended, supplemented or otherwise | |
modified from time to time | |
"Nomination Committee" | Nomination Committee under the Board |
"Remuneration Committee" | Remuneration Committee under the Board |
"RMB" | Renminbi, the lawful currency of the People's Republic of |
China | |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the |
laws of Hong Kong) as amended, supplemented or otherwise | |
modified from time to time | |
"Shanghai Stock Exchange" | Shanghai Stock Exchange |
"Share(s)" | share(s) of the Company |
"Shareholder(s)" | holders of the share(s) |
- 2 -
DEFINITIONS | |
"Shenzhen Stock Exchange" | Shenzhen Stock Exchange |
"Strategy Committee" | Strategy Committee under the Board |
"We/our" | the Company and its subsidiaries, or, where the context so |
requires, any one of them | |
"Zhengqi Financial" | Zhengqi Financial Holdings Corporation (正奇金融控股股份 |
有限公司), a joint stock limited liability company incorporated | |
under the laws of the People's Republic of China, and our | |
subsidiary | |
"%" | per cent |
- 3 -
LETTER FROM THE BOARD
聯想控股股份有限公司
Legend Holdings Corporation
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 03396)
Executive Directors: | Registered office: |
Mr. LIU Chuanzhi (Chairman) | Room 1701, 17/F, Block 1 |
Mr. ZHU Linan (President) | Court No. 2, Ke Xue Yuan South Road |
Mr. ZHAO John Huan (Executive Vice President) | Haidian District |
Mr. NING Min | Beijing |
Non-executive Directors: | People's Republic of China |
Principal place of business in Hong Kong: | |
Mr. WU Lebin | |
Mr. SUO Jishuan | 27/F, One Exchange Square |
Independent Non-executive Directors: | Central |
Hong Kong | |
Mr. MA Weihua | |
Mr. ZHANG Xuebing | |
Ms. HAO Quan | |
December 27, 2019 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSED APPOINTMENT OF DIRECTORS
PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO
ISSUE DEBT FINANCING INSTRUMENTS
AND
NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020
-
INTRODUCTION
Reference is made to the announcement of the Company dated December 18, 2019 in relation to, among other things, the proposed appointment of directors and proposed amendments to the Articles of Association.
The purpose of this circular is to give the Notice of EGM to the Shareholders and to provide details of the resolutions proposed to be considered at the EGM for the Shareholders to make an informed decision on whether to vote for or against the resolutions to be proposed at the meeting.
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LETTER FROM THE BOARD
-
PROPOSED APPOINTMENT OF DIRECTORS
Upon recommendations made by the Nomination Committee and upon the approval by resolutions of the Board, the Board nominated (i) Mr. LI Peng as an Executive Director of the second session of the Board; (ii) Mr. WANG Yusuo as a Non-executive Director of the second session of the Board; (iii) Mr. YIN Jian'an as an Independent Non-executive Director of the second session of the Board.
The ordinary resolutions (the "Resolutions") regarding the above proposed appointment of Mr. LI Peng, Mr. WANG Yusuo and Mr. YIN Jian'an (the "Candidates for New Directors") were considered and approved by the Board at the Board meeting held on December 18, 2019. The Resolutions are hereby proposed at the EGM to be considered respectively for the approval of the Shareholders.
Subject to the Resolutions being all approved by the Shareholders at the forthcoming EGM, the Board (with reference to the recommendations of the Nomination Committee) will agree to appoint (i) Mr. WANG Yusuo and Mr. YIN Jian'an as members of the Nomination Committee of the Company; (ii) Mr. YIN Jian'an will take over the role of Chairman of the Remuneration Committee of the Company; and (iii) Mr. LI Peng as a member of the Strategy Committee of the Company.
The Company will enter into a director service contract with the aforesaid respective
Candidates for New Directors, with terms of office commencing from the date of passing the
Resolutions and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected. Shareholders have approved and authorized the Board (after taking into consideration the recommendations of the Remuneration Committee of the Board) to determine the remuneration of the directors of the second session of the Board at the 2017 annual general meeting. Therefore, the Board will determine the remuneration (if any) of the Candidates for New Directors according to their duties and responsibilities, the business performance and the remuneration policy of the Company, the remuneration levels of comparable companies, the prevailing market conditions and with reference to the advice of the Remuneration Committee.
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LETTER FROM THE BOARD
The biographical details and other information of the Candidates for New Directors are as follows:
-
Proposed candidate for the Executive Director
Mr. LI Peng ("Mr. LI"), aged 48, joined the Company in 2003. As a member of the Executive Committee, Mr. LI has long engaged himself in the strategic investments business and post-investment management of the Company. At the preliminary phase of the Company's strategic investments business, he participated in the formulation and implementation of investment strategies, and was responsible for the investment in and management on diversified sectors, including the successful optimization of the Company's real estate business. The financial services business landscape is full- fledged under his leadership of financial services and overseas investments. He has also set up a team specialized in overseas investment. With his international perspective and professional knowledge, Mr. LI led his team and completed the acquisition of BIL, building a new pillar asset as an outstanding contribution to the healthy development and value enhancement of the Company. Mr. LI is also responsible for the domestic and overseas financing business of the Company. Mr. LI is currently a director of Lakala (listed on the Shenzhen Stock Exchange), and the Vice Chairman of BIL, a director of Zhengqi Financial and Kaola Technology, etc. Mr. LI acted in succession as General Manager of the Investment Management Department, Director of Strategic Investments, Assistant President, Vice President, and Senior Vice President of the Company.
Mr. LI obtained his bachelor's degree in International Finance from the University of International Business and Economics (對外經濟貿易大學) and received a master's degree in business administration from the New Hampshire State University (新罕布什 爾州立大學) in the United States. Previously to joining Legend Holdings, he served in Sinotrans (中國對外貿易運輸總公司) and Teradyne Connection Systems.
Save as disclosed in this circular, as at the Latest Practicable Date, Mr. LI holds 3,444,100 H shares of the Company (including 544,100 restricted shares granted under 2016 Restricted Share Incentive Plan, 1,000,000 restricted shares and 1,900,000 share options granted under 2019 Share Incentive Plan) (representing approximately 0.27% of the total issued H shares of the Company and 0.14% of the total issued shares of the Company), within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. LI has confirmed that, as at the Latest Practicable Date, he
(i) does not have any interests in the shares and underlying shares of the Company within the meaning of Part XV of the SFO; (ii) is not connected to any director, supervisor, senior management or substantial shareholder of the company; and (iii) has not held any directorship in any other listed company in the past three years.
As at the Latest Practicable Date, there is no other information relating to the appointment of Mr. LI that is required to be disclosed pursuant to any requirements of Rule 13.51(2) of the Listing Rules, nor any other matter relating to the appointment of Mr. LI that is required to be brought to the attention of the Shareholders.
- 6 -
LETTER FROM THE BOARD
-
Proposed candidate for the Non-executive Director
Mr. WANG Yusuo ("Mr. WANG"), aged 56, has over 30 years of experience in investment and management of clean energy business in the People's Republic of China. Mr. WANG is currently the founder, the Chairman of the Board, Executive Director and the Chairman of the Nomination Committee of ENN Energy Holdings Limited (listed on the Hong Kong Stock Exchange), the Chairman of ENN Ecological Holdings Co., Ltd. (listed on the Shanghai Stock Exchange) and a Director of ENC Data Technology Co., Ltd (listed on the Shanghai Stock Exchange) where he served as the Chairman between December 2010 to May 2018 and a director of EGII. Mr. WANG obtained his doctor's degree in Enterprise Management from Tianjing University of Finance and Economics (天津財經大學) in 2007.
EGII, the controlled corporation of Mr. WANG, holds 54,090,000 H shares of the Company (representing approximately 4.25% of the total issued H shares of the Company and 2.29% of the total issued shares of the Company). Mr. WANG is deemed to hold 54,090,000 H Shares through EGII under the provisions of Divisions 2 and 3 of Part XV of the SFO.
Save as disclosed above, Mr. WANG has confirmed that, as at the Latest Practicable Date, he (i) does not have any interests in the shares and underlying shares of the Company within the meaning of Part XV of the SFO; (ii) is not connected to any director, supervisor, senior management or substantial shareholder of the Company; and (iii) has not held any directorship in any other listed company in the past three years.
As at the Latest Practicable Date, there is no other information relating to the appointment of Mr. WANG that is required to be disclosed pursuant to any requirements of Rule 13.51(2) of the Listing Rules nor any other matter relating to the appointment of Mr. WANG that is required to be brought to the attention of the Shareholders.
- 7 -
LETTER FROM THE BOARD
-
Proposed candidate for the Independent Non-executive Director
Mr. YIN Jian'an ("Mr. YIN"), aged 62, joined Xi'an Shaangu Power Co., Ltd. (listed on the Shanghai Stock Exchange) in May 2001 and served as the Chairman from May 2001 to August 2017. Mr. YIN served as the Chairman of Shaanxi Blower (Group) Co., Ltd. (陝西鼓風機(集團)有限公司) from May 2001 to June 2017, as the Chairman of Shaanxi Qin Feng Gases Technology (陝西秦風氣體股份有限公司) from November 2012 to July 2015, as President of Shaangu Power and Automation Engineering Academy (陝鼓能源動力與自動化工程研究院) from August 2008 to August 2017. Mr. YIN obtained his doctor's degree and master's degree in Fluid Mechanics from Zhejiang University (浙江大學) in 2004 and 1992, respectively.
Mr. YIN has managed and participated various foundation research and development for state key projects, among which, over 30 results of the technology projects were awarded, and achieved the second prize of National Science and Technology Progress Award twice. Two articles, namely "A High-end Operation and Management of System Integrator and Service Provider Transformed from Product Producer" (從產品製造商 向系統集成商和服務商轉變的高端經營管理) and "Supply Chain Financing Service Management Led by Manufacturing Companies" (製造企業主導的供應鏈融資服務 管理), which were written by Mr. YIN, received the first prize of National Corporate Management Modernization and Innovation Achievements (企業管理現代化創新成果) of 12th session and 14th session respectively.
Save as disclosed above, Mr. YIN has confirmed that, as at the Latest Practicable Date, he (i) does not have any interests in the shares and underlying shares of the Company within the meaning of Part XV of the SFO; (ii) is not connected to any director, supervisor, senior management or substantial shareholder of the Company; and (iii) has not held any directorship in any other listed company in the past three years.
As at the Latest Practicable Date, there is no other information relating to the appointment of Mr. YIN that is required to be disclosed pursuant to any requirements of Rule 13.51(2) of the Listing Rules, nor any other matter relating to the appointment of Mr. YIN that is required to be brought to the attention of the Shareholders.
- 8 -
LETTER FROM THE BOARD
-
PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
The Board has approved the proposed amendments to Articles of Association of the Company ("Proposed Amendments"), details of which are set out on pages 16 to 38 of this circular.
Based on the following reasons and the actual circumstances of the Company, the main contents of the relevant terms of Articles of Association shall be amended accordingly: - In accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meetings and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No.97) 《( 關於調整適用在境外上市公司召開股東大 會通知期限等事項規定的批覆》(國函[2019]97號)), the requirements on the notice period of the general meetings and convening procedures for overseas listed companies shall be governed by the relevant provisions under the Company Law of the People's Republic of China, instead of the provisions under the Articles 20 to 22 of the Special Provisions of the State Council Concerning the Floatation and Listing of Stocks Abroad by Limited Stock Companies 《( 國務院關於股份有限公司境外募集股份及上市的特 別規定》) issued in 1994 which required, among others, "When a company convenes a shareholders' general meeting, a written notice must be issued no later than 45 days before the meeting";
- The sixth meeting of the Standing Committee of the Thirteenth National People's Congress reviewed and approved the revisions to Article 142 of the Company Law regarding repurchase by a company of its own shares, which supplements circumstances under which a company is allowed to repurchase its own shares. It is proposed to amend relevant provisions of the Articles of Association to reflect such revisions in the Company Law. In the event that the Company intends to repurchase H Shares, the Company will comply with the relevant Listing Rules, in particular Rule 10.06(5) of the Listing Rules, which provides that the listing status of all shares which are repurchased by the listing company shall be automatically cancelled upon repurchase and the listing company must apply for re-listing of any further issues of the same type of shares. The repurchase of H Shares is subject to the passing of a special resolution at the general meeting and the approval of H Shareholders at class meeting; and
- In order to secure sustainable and steady development of the Company, as well as optimize the governance structure, the Company intends to apply applicable adjustment of the above rules on the authority of the relevant governance body(s), as well as to amend the title and scope for some of the senior management.
The independent legal adviser is of the opinion that, the Proposed Amendments to Articles of Association has complied with the laws of the People's Republic of China and requirements of Listing Rules. The Board considers that the Proposed Amendments are in the interests of the Company and its Shareholders as a whole. The Proposed Amendments will take effect after being approved by the Shareholders by way of a special resolution at the forthcoming EGM.
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LETTER FROM THE BOARD
As the Company is a company incorporated in the People's Republic of China, the Articles of Association have been prepared in Chinese and its English translation is for reference only. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.
The Board proposes that an authorisation be granted to the Board, person(s) authorised by the Board and the secretary to the Board to arrange for the registration for and filing of the amendments to the Articles of Association with the industry and commerce administration and other relevant government authorities.
The resolution regarding the Proposed Amendments of the Articles of Association will be proposed at the EGM by way of a special resolution for the approval by the Shareholders, and will become effective upon their consideration and approval.
(IV) PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO ISSUE DEBT FINANCING INSTRUMENTS
To optimize the debt structure, broaden the financing channel and satisfy needs for capital, the Company proposes the issuance of debt financing instruments with a total aggregate amount not exceeding RMB35 billion, and the proceeds of which will be used for purposes including the replenishment of working capital, domestic and overseas project investments, and repayment of interest-bearing debts. Meanwhile, regulatory requirements for the use of proceeds of such types of debt financing instruments are required to be complied with. Pursuant to relevant requirements of the Articles of Association, the Board proposes to submit to the Shareholders to consider and approve the application and issuance of the domestic and overseas debt financing instruments of the Company by way of a special resolution at the EGM and to authorize the grant of a general mandate to the Board and/or its authorized person(s).
-
Major terms of the issuance of debt financing instruments
Major terms of the issuance of debt financing instruments are as follows: - the Company will act as the issuing entity for the issuance of the domestic debt financing instruments; the Company or its subsidiaries outside the People's Republic of China will act as the issuing entity for the issuance of the overseas debt financing instruments;
- except for bonds in issue of the Company, the size of issuance of the domestic and overseas debt financing instruments during the authorization period will not exceed RMB35 billion in aggregate (in the case of an instrument denominated in a foreign currency, based on the median price of the exchange rate announced by the People's Bank of China on the date of each issuance), and shall be in compliance with the requirements prescribed in the relevant laws and regulations on the maximum amount of the domestic and overseas debt financing instruments proposed to be applied and issued; such debt financing instruments will be issued on an one-off or in tranches through public or non-public issuance. The size of issuance of debt financing instruments will be determined according to the then market conditions and the capital requirements of the Company;
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LETTER FROM THE BOARD
- the category of the debt financing instruments proposed to be applied and issued includes but is not limited to corporate bonds, company bonds, ultra- short-term debentures, short-term debentures, interim notes, private debt financing instruments and other domestic or overseas debt financing instruments denominated in Renminbi or foreign currencies approved to be issued by other regulatory authorities. The specific category to be issued shall be determined in accordance with the relevant regulations and the prevailing market conditions at the time of the issuance;
- the issue price and interest rate of the domestic and overseas debt financing instruments shall be determined in accordance with the then market conditions at the time of the issuance and in compliance with relevant laws and regulations;
- the targets of the issuance of domestic and overseas debt financing instruments are domestic and overseas investors who satisfy the subscription conditions. In the case of issuance of the Company's bonds, these bonds may be placed to Shareholders of the Company. The specific arrangements for placement (such as whether the placement will be made, the placement proportion, etc.) will be determined in accordance with the then market conditions at the time of the issuance and in compliance with the requirements of relevant laws and regulations;
- the term of domestic and overseas debt financing instruments shall not exceed 15 years in maximum (except for perpetual bonds) and it can take the form of single term or a combination of multiple categories with different terms. The specific composition of such terms and the issue size of each category with a specific term will be subject to the relevant requirements and the market conditions, and the issue size of each category of debenture shall not exceed the limit applicable to the issuance of such category of debenture by the Company in accordance with the relevant requirements of the State;
- the expected proceeds from the issuance of domestic and overseas debt financing instruments shall be used for purposes including, replenishment of working capital and operating funds, domestic and overseas project investments and repayment of interest-bearing debts, and shall, at the same time, satisfy the regulatory requirements of the use of proceeds from such category of debt financing instruments; the specific use will be determined in accordance with the then actual need of capital of the Company.
- 11 -
LETTER FROM THE BOARD
-
General mandate for the application and issuance of domestic and overseas debt financing instruments
According to Article 83 of the Articles of Association, the issuance of corporate debentures of the Company shall be passed at the general meeting by way of a special resolution. Bond, as a normalized debt tool, is highly sensitive to the tightness of funds in capital markets and interest rate fluctuations, which requires efficient decision making mechanism to grasp market opportunities and achieve greater benefits. In order to further improve the decision-making efficiency and capture market opportunities in a timely and accurate basis, as well as to effectively coordinate the specific matters in the process of the issuing of debt financing instruments, the Board will propose a special resolution at the EGM to grant a general mandate to the Board to authorize the Company's Chairman of the Board and/or chief executive officer and/or executive director and other relevant persons to, pursuant to the requirements of the relevant laws and regulations and the opinions and recommendations of the regulatory authorities, under the framework and principle as considered and approved at the EGM and based on the principle of maximizing the Company's benefits, issue and deal with all matters in relation to the debt financing instruments, including but not limited to: - pursuant to the applicable laws, regulations and relevant requirements of regulatory authorities and the resolutions of general meetings and Board meetings, in accordance with the need of the Company's operating direction, investment plans and capital expenditure and the market conditions, within the limit of RMB35 billion, to determine all relevant matters in relation to every issuance of debt financing instruments, including but not limited to the category of each issuance of debt financing instruments (including but not limited to corporate bonds, company bonds, ultra-short-term debentures, short-term debentures, interim notes, private debt financing instruments and other domestic or overseas debt financing instruments in Renminbi or foreign currencies approved to be issued by other regulatory authorities), issuing entity, timing of the issuance, place of the issuance, amount of the issuance, conditions of the issuance, target of the issuance, interest rate, term, whether to issue for one time, multiple times or in tranches and multiple categories, the arrangements of the size and term of the issuance for each time, each tranche and each category, the ways in which the nominal value and interest rate are determined, currency (including offshore RMB), pricing methods, issuance arrangements, credit upgrade arrangements, including letter of guarantee and letter of support, rating arrangements, guarantee arrangements, terms of repaying the principal and paying the interests, specific subscription measures, whether to incorporate terms of repurchase or redemption, specific placement arrangements, use of proceeds, registration, debt financing instruments trading matters and places of trading, measures to mitigate repayment risks, measures to endure debt repayment (if applicable) and all matters relating to the issuance of debt financing instruments;
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LETTER FROM THE BOARD
- authorize the Board and/or its authorized person(s), based on the actual needs of the issuance of the debt financing instruments, to engage agents, including but not limited to lead underwriter, rating agency and law firm; to negotiate, sign and amend all relevant contracts and agreements; to sign all necessary legal documents relating to each issuance; and to follow all necessary procedures, such as application, registration and filing in respect of each debt financing instruments issuance with the relevant regulatory authorities on behalf of the Company, as well as to make disclosure of relevant information pursuant to relevant laws and regulations and the listing rules of the place where the Company's securities are listed (if applicable);
- except for matters required to be re-approved by the Shareholders at the general meetings pursuant to the relevant laws, regulations and the Articles of Association, to make relevant adjustments for matters in relation to the application and issuance of domestic and overseas debt financing instruments according to the opinions of the regulatory authorities and changes in policies or market conditions, or to determine whether to continue with all or part of the work to be performed in respect of the application and issuance of domestic and overseas debt financing instruments in accordance with the actual situations; and
- authorize the Board and/or its authorized person(s) to deal with any other matters in relation to the issuance of debt financing instruments.
The period of validity of the general mandate in relation to the issuance of debt financing instruments shall commence from the date on which the resolution of the application and issuance of debt financing instruments is approved by the Shareholders at the EGM until the end of the date on which the annual general meeting will be held in 2023.
-
THE EGM
The Company will convene the EGM at 2:30 p.m. on Thursday, February 13, 2020 at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the People's Republic of China, to consider and, if thought fit, pass the relevant resolutions set out in the Notice of the Meeting. Details of the matters to be considered at the Meeting are set out in the Notice of EGM, which are set out on pages 39 to 41 of this circular. To the best knowledge and belief of the Directors, no Shareholder is required to abstain from voting for the resolutions to be proposed at the EGM. The form of proxy and reply slip of the EGM have been dispatched to the Shareholders on Friday, December 27, 2019.
In order to determine the Shareholders entitled to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, January 14, 2020 to Thursday, February 13, 2020 (both days inclusive), during which time no transfer of the Shares of the Company will be registered. Accordingly, unregistered H Shareholders shall lodge relevant share transfer documents with the H Share registrar, Link Market Services, not later than 4:30 p.m. on Monday, January 13, 2020.
- 13 -
LETTER FROM THE BOARD
If you intend to attend in person or by proxy at the EGM, you are requested to complete the accompanying reply slip and deposit the same to, for shareholders of H Shares, the H Share registrar or, for shareholders of Domestic Shares, the Company on or before Friday, January 24, 2020. If the voting Shares represented by the Shareholders who intend to attend the EGM reaches more than one half of the Company's total voting Shares, the Company may hold the EGM. If not, the Company shall notify the Shareholders again by notice or other methods as regulated by the Articles of Association of the matters to be considered, the date and place of the meeting within five days, the Company then may hold the EGM.
If you intend to appoint a proxy to attend the EGM, you are requested to complete and return the accompanying form of proxy pursuant to the instructions printed thereon. The form of proxy shall be signed by the appointor or his/her attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director(s) or attorney duly authorised. If one or more proxies are appointed, please specify the number of Shares and its class each proxy represents. For shareholders of H Shares, the form of proxy should be returned to H Share registrar, Link Market Services not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof. For shareholders of Domestic Shares, the form of proxy should be returned to the Company by hand or by post not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or at any other adjourned Meeting should you so wish.
According to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll. Therefore, the chairman of the meeting will demand a poll for the resolution(s) proposed at the meeting pursuant to Article 78 of the Articles of Association.
On a poll, every Shareholder present in person or by proxy (or being corporation, is present by a duly authorised representative) shall have one vote for each ordinary share registered in his/ her name in the register of members of Domestic Shares and H Shares. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner.
The Company will announce the results of the poll in accordance with the Listing Rules of Hong Kong after the conclusion of the EGM.
- 14 -
LETTER FROM THE BOARD
(VI) RECOMMENDATION
The Directors are of the view that the ordinary resolutions and the special resolutions set out in the Notice of EGM are in the interests of the Company and its Shareholders as a whole. As such, the Directors recommend the Shareholders to vote for all the resolutions to be proposed at the Meeting.
Yours faithfully
By order of the Board
Legend Holdings Corporation
NING Min
Executive Director and Joint Company Secretary
- 15 -
APPENDIX | PROPOSED AMENDMENTS |
TO ARTICLES OF ASSOCIATION | |
The terms used in this appendix have the same meanings as those defined in the Articles of Association of the Company approved and adopted by the Shareholders on December 27, 2018, unless the context requires otherwise.
A summary of the Proposed Amendments to the Articles of Association is set out as follows:
Comparative Table of the Amendments to the Articles of Association of Legend Holdings
No. | Articles Before Amendments | Articles After Amendments |
1. | Article 9 "Senior management officers" | Article 9 "Senior management officers" referred |
referred to in the Articles of Association | to in the Articles of Association include the chief | |
include the president, executive vice president, | executive officer, executive vice president, | |
senior vice president, chief financial officer | senior vice president, person in charge of | |
and secretary to the Board of Directors of the | finance, secretary to the Board of Directors and | |
Company. | other senior management officers designated | |
by the Board of Directorsof the Company. | ||
2. | Article 27 The Company may, in accordance | Article 27 The Company may, in accordance |
with the provisions set out in the laws, | with the provisions set out in the laws, | |
administrative regulations, HKEx Listing | administrative regulations, HKEx Listing | |
Rules, departmental rules and the Articles | Rules, departmental rules and the Articles | |
of Association and subject to the approval | of Association and subject to the approval | |
of the relevant governing authorities of | of the relevant governing authorities of | |
the PRC, repurchase its shares under the | the PRC, repurchase its shares under the | |
following circumstances: | following circumstances: | |
(1) cancellation of its shares for the purpose | (1) cancellation of its shares for the purpose | |
of reducing its registered capital; | of reducing its registered capital; | |
(2) merging with another company which | (2) merging with another company which | |
holds the shares of the Company; | holds the shares of the Company; | |
(3) granting shares as incentive compensation | (3) where the Company acquires its own | |
to the staff of the Company; | shares for employee stock ownership | |
plans or equity incentives; | ||
(4) acquiring the shares upon request by | (4) acquiring the shares upon request by | |
shareholders who vote against any | shareholders who vote against any | |
resolution adopted at the shareholders' | resolution adopted at the shareholders' | |
general meeting on the merger or | general meeting on the merger or | |
demerger of the Company; | demerger of the Company; | |
- 16 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
(5) any other circumstances permitted by | (5) where the Company acquires its | |
the laws and administrative regulations | own shares to convert the corporate | |
and approved by the governing authorities. | bonds issued thereby that are | |
convertible to shares; | ||
(6) where the Company and needs to | ||
acquire its own shares to maintain | ||
its value and the rights and interests | ||
of shareholders; | ||
(7) any other circumstances permitted | ||
by the laws and administrative | ||
regulations and approved by the | ||
governing authorities. | ||
3. | Article 28 The Company may, upon | Article 28 Where the Company obtains |
the approval of the relevant governing | approval of the relevant governing | |
authorities of the PRC, repurchase its shares | authorities of the PRC to repurchase its | |
in one of the following ways: | shares by reason of those circumstances | |
mentioned in subparagraph (1), (2) or (4) | ||
of Article 27 of the Articles of Association, | ||
it may do so in one of the following ways: | ||
(1) making a pro rata general offer of | (1) making a pro rata general offer of | |
repurchase to all its shareholders; | repurchase to all its shareholders; | |
(2) repurchasing shares through public | (2) repurchasing shares through public | |
trading on a stock exchange; | trading on a stock exchange; | |
(3) repurchasing by an off-market agreement | (3) repurchasing by an off-market agreement | |
outside a stock exchange; | outside a stock exchange; | |
(4) any other circumstances permitted by the | (4) any other circumstances permitted by the | |
laws and administrative regulations and | laws and administrative regulations and | |
approved by the governing authorities. | approved by the governing authorities. | |
Where the Company repurchases its | ||
shares by reason of those circumstances | ||
mentioned in subparagraph (3), (5) or (6) | ||
of Article 27 of the Articles of Association, | ||
it shall do so through open and centralized | ||
transactions. | ||
- 17 -
APPENDIX | PROPOSED AMENDMENTS |
TO ARTICLES OF ASSOCIATION | |
No. Articles Before Amendments | Articles After Amendments |
4. Article 29 The Company must obtain Article 29 The Company must obtain the prior approval of the shareholders' the prior approval of the shareholders'
general meeting, in the manner stipulated | general meeting, in the manner stipulated |
in the Articles of Association, before it can | in the Articles of Association, before |
repurchase shares by reason of those | it can repurchase shares by reason |
mentioned in subparagraphs (1) to (3) of | of those circumstances mentioned in |
Article 27 of the Articles of Association, | subparagraphs (1) or (2) of Article 27 of |
or repurchase shares by means of an | the Articles of Association. A resolution |
off-market agreement outside a stock | shall be passed at a meeting of the Board |
exchange.The Company may, by obtaining | of Directors attended by more than |
the prior approval of the shareholders' | two thirds of the Directors, before the |
general meeting in the same manner, | Company can repurchase shares by |
release or vary, or waive its rights under, an | reason of those circumstances mentioned |
agreement which has been so entered into. | in subparagraph (3), (5) or (6) of Article |
27 of the Articles of Association. | |
The Company must obtain the prior | |
approval of the shareholders' general | |
meeting, in the manner stipulated in | |
the Articles of Association, before it | |
can repurchase shares by means of an | |
off-market agreement outside a stock | |
exchange.The Company may, by obtaining | |
the prior approval of the shareholders' | |
general meeting in the same manner, | |
release or vary, or waive its rights under, an | |
agreement which has been so entered into. | |
An agreement for the repurchase of shares | An agreement for the repurchase of shares |
referred to in the preceding paragraph | referred to in the preceding paragraph |
includes (without limitation) an agreement | includes (without limitation) an agreement |
to become liable to repurchase shares or an | to become liable to repurchase shares or an |
agreement to have the right to repurchase | agreement to have the right to repurchase |
shares. | shares. |
The Company shall not assign a contract | The Company shall not assign a contract |
for the repurchase of its shares or any right | for the repurchase of its shares or any right |
contained in such agreement. | contained in such agreement. |
If there are provisions to the contrary regarding | |
matters related to the aforementioned share | |
repurchases in laws, administrative regulations, | |
departmental rules, the Articles of Association | |
and the rules of the HK Stock Exchange, such | |
provisions shall prevail. |
- 18 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
5. | Article 31 Shares lawfully repurchased by | Article 31 Shares lawfully repurchased by |
the Company under subparagraph (1) of | the Company under subparagraph (1) of | |
Article 27 herein shall be cancelled within | Article 27 herein shall be cancelled within | |
ten days from the date of repurchase; | ten days from the date of repurchase; | |
for those shares repurchased under | for those shares repurchased under | |
subparagraphs (2) and (4) of Article 27 | subparagraphs (2) and (4) of Article 27 | |
herein shall be transferred or cancelled | herein shall be transferred or cancelled | |
within 6 months thereafter; and the shares | within 6 months thereafter; and the shares | |
acquired by the Company in accordance | acquired by the Company in accordance | |
with subparagraph (3) of Article 27 herein | with subparagraph (3), (5) or (6) of Article | |
shall not exceed 5% of the total issued | 27 herein shall not exceed 10% of the | |
share capital of the Company, and the | total issued share capital of the Company, | |
shares repurchased shall be transferred to | and the shares repurchased shall be | |
the employees within one year. | transferred or cancelled within three | |
years. | ||
After cancelling the repurchased shares | After cancelling the repurchased shares | |
lawfully, the Company shall apply to the | lawfully, the Company shall apply to the | |
original companies registration authority for | original companies registration authority for | |
registration of the change of its registered | registration of the change of its registered | |
capital and issue a relevant announcement | capital and issue a relevant announcement | |
accordingly. | accordingly. | |
The aggregate par value of the cancelled | The aggregate par value of the cancelled | |
shares shall be deducted from the Company's | shares shall be deducted from the Company's | |
registered capital. | registered capital. | |
6. | Article 48 No share transfer or exchange | Article 48 Where relevant laws and |
may be entered in the register of | regulations and the HKEx Listing Rules | |
shareholders within 30 days prior to the | stipulate on the period of closure of | |
date of a shareholders' general meeting | the register of shareholders prior to a | |
or within 5 days before the record date | shareholders' general meeting or the | |
set by the Company for the purpose of | reference date set by the Company for the | |
distribution of dividends. | purpose of distribution of dividends, such | |
provisions shall prevail. | ||
- 19 -
APPENDIX | PROPOSED AMENDMENTS | |||
TO ARTICLES OF ASSOCIATION | ||||
No. | Articles Before Amendments | Articles After Amendments | ||
7. | Article 55 …… | Article 55 …… | ||
(5) the right to obtain relevant information | (5) the right to obtain relevant information | |||
in accordance with the provisions of | in accordance with the provisions of | |||
the Articles of Association, including: | the Articles of Association, including: | |||
1. | a copy of theArticles ofAssociation | 1. | a copy of theArticles ofAssociation | |
upon payment of a reasonable | upon payment of a reasonable | |||
charge; | charge; | |||
2. | the right to inspect and copy, | 2. | the right to inspect and copy, | |
subject to payment of a reasonable | subject to payment of a reasonable | |||
charge: | charge: | |||
(1) a copy of register of all | (1) a copy of register of all | |||
classes of shareholders; | classes of shareholders; | |||
(2) personal particulars of | (2) personal particulars of | |||
directors, supervisors, the | directors, supervisors and | |||
president and other senior | senior management officers | |||
management officersof | of the Company; | |||
the Company; | …… | |||
…… | ||||
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APPENDIX | PROPOSED AMENDMENTS | |||
TO ARTICLES OF ASSOCIATION | ||||
No. | Articles Before Amendments | Articles After Amendments | ||
8. | Article 60 The shareholders' general meeting | Article 60 The shareholders' general meeting | ||
shall have the following functions and | shall have the following functions and | |||
powers: | powers: | |||
(1) | to decide the Company's operational | (1) | to decide the Company's operational | |
guidelines and investment schemes; | guidelines and investment schemes; | |||
(2) | to elect and remove directors and | (2) | to elect and remove directors and | |
supervisors not being staff representatives | supervisors not being staff representatives | |||
and to determine matters relating to the | and to determine matters relating to the | |||
remuneration of the directors and the | remuneration of the directors and the | |||
supervisors; | supervisors; | |||
(3) | to consider and approve the reports of | (3) | to consider and approve the reports of | |
the Board of Directors; | the Board of Directors; | |||
(4) | to consider and approve the reports of | (4) | to consider and approve the reports of | |
the Board of Supervisors; | the Board of Supervisors; | |||
(5) | to consider and approve the Company's | (5) | to consider and approve the Company's | |
annual financial budgets and final | annual financial budgets and final | |||
accounts; | accounts; | |||
(6) | to consider and approve the Company's | (6) | to consider and approve the Company's | |
profit distribution plan and plan for | profit distribution plan and plan for | |||
recovery of losses; | recovery of losses; | |||
(7) | to resolve on increase or reduction in | (7) | to resolve on increase or reduction in | |
the Company's registered capital; | the Company's registered capital; | |||
(8) | to resolve on the issue of debentures, | (8) | to resolve on the issue of debentures, | |
any kind of shares, warrants or other | any kind of shares, warrants or other | |||
similar securities by the Company; | similar securities by the Company; | |||
(9) | to resolve on the merger, demerger, | (9) | to resolve on the merger, demerger, | |
dissolution, liquidation or change of | dissolution, liquidation or change of | |||
form of business of the Company; | form of business of the Company; | |||
(10) | to amend the Articles of Association; | (10) | to amend the Articles of Association; | |
(11) | to consider and approve the motions put | (11) | to consider and approve the motions put | |
forward by shareholders individually | forward by shareholders individually | |||
or jointly holding 3% or more of the | or jointly holding 3% or more of the | |||
Company's shares with voting rights; | Company's shares with voting rights; | |||
- 21 -
APPENDIX | PROPOSED AMENDMENTS | |||
TO ARTICLES OF ASSOCIATION | ||||
No. | Articles Before Amendments | Articles After Amendments | ||
(12) | to decide the engagement, re-appointment | (12) | to decide the engagement, re-appointment | |
or dismissal of the accounting firms; | or dismissal of the accounting firms; | |||
(13) | to consider and approve the external | (13) | to consider and approve the external | |
guarantees subject to the approval of | guarantees subject to the approval of | |||
the shareholders' general meeting; | the shareholders' general meeting; | |||
(14) | to consider and approve the purchase or | (14) | to consider and approve the purchase or | |
disposal of material assets or provision | disposal of material assets or provision | |||
of guarantee by the Company within a | of guarantee by the Company within a | |||
year of a value exceeding 30% of the | year of a value exceeding 30% of the | |||
Company's latest audited total assets; | Company's latest audited total assets; | |||
(15) | to consider and approve the share | (15) | to consider and approve the share | |
incentive plan; | incentive plan; | |||
(16) | to resolve on any other matters to be | (16) | to resolve on the repurchase of the | |
resolved thereby as required by laws, | Company's shares by reason of | |||
administrative regulations and the | those circumstances stipulated in | |||
Articles of Association; | subparagraphs (1) and (2) of Article | |||
27 of the Articles of Association; | ||||
(17) | to consider other matters as required | (17) | to resolve on any other matters to be | |
by the listing rules of the stock | resolved thereby as required by laws, | |||
exchange of the locality on which the | administrative regulations and the | |||
Company's shares are listed. | Articles of Association; | |||
…… | (18) | to consider other matters as required | ||
by the listing rules of the stock | ||||
exchange of the locality on which the | ||||
Company's shares are listed. | ||||
…… | ||||
- 22 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
9. | Article 61 …… | Article 61 …… |
If a director, the president or any other | If a director or senior management | |
senior management officerviolates a | officerviolates a provision on the approval | |
provision on the approval authority or | authority or consideration procedure for the | |
consideration procedure for the provision | provision of external guarantees as specified | |
of external guarantees as specified in laws, | in laws, administrative regulations or the | |
administrative regulations or the Articles of | Articles of Association, thereby causing | |
Association, thereby causing the Company | the Company to sustain a loss, he shall be | |
to sustain a loss, he shall be liable for | liable for damages and the Company may | |
damages and the Company may institute a | institute a legal action against him or her in | |
legal action against him or her in accordance | accordance with the law. | |
with the law. | ||
10. | Article 62 The Company shall not, without | Article 62 The Company shall not, without |
the prior approval of the shareholders' | the prior approval of the shareholders' | |
general meeting, enter into any contract | general meeting, enter into any contract | |
with any party (other than the directors, | with any party (other than the directors, | |
supervisors, president and other senior | supervisors and senior management | |
management officers) pursuant to which | officers) pursuant to which such party shall | |
such party shall be in charge of management | be in charge of management of the whole | |
of the whole or any substantial part of the | or any substantial part of the Company's | |
Company's business. | business. | |
11. | Article 66 To convene a shareholders' | Article 66 To convene an annual general |
general meeting, the Company shall give | meeting, the Company shall give notices | |
written notices 45 days before the date of | 20 days before the date of meeting, | |
meeting (including the date of meeting), | informing each shareholder of the matters | |
informing all registered shareholders of | proposed to be considered at the meeting | |
the matters proposed to be considered at | and the date and place of the meeting. | |
the meeting and the date and place of the | To convene an extraordinary general | |
meeting. Shareholders who will attend the | meeting, the Company shall notify each | |
meeting shall return the written replies | shareholder 15 days before the date of | |
of attendance to the Company 20 days | meeting. | |
before the date of the meeting. | ||
- 23 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
Unless otherwise provided in the Articles of | Unless otherwise provided in the Articles of | |
Association, the notice of the shareholders' | Association, the notice of the shareholders' | |
general meeting shall be delivered by personal | general meeting shall be delivered by personal | |
delivery or prepaid mail to the shareholders | delivery or prepaid mail to the shareholders | |
(whether or not such shareholders have a | (whether or not such shareholders have a | |
voting right at the shareholders' general | voting right at the shareholders' general | |
meeting). The address of the recipient shall | meeting). The address of the recipient shall | |
be the address registered in the register of | be the address registered in the register of | |
shareholders. For the holders of domestic | shareholders. For the holders of domestic | |
shares, notice of the meeting may be issued | shares, notice of the meeting may be issued | |
by way of public announcement. | by way of public announcement. | |
The public announcement referred to | The public announcement referred to | |
in the preceding paragraph shall be | in the preceding paragraph shall be | |
published in one or more newspapers | published in one or more newspapers | |
designated by the securities governing | designated by the securities governing | |
authority of the State Council during | authority of the State Council. Upon | |
45 days to 50 days prior to the date of | the publication of the announcement, | |
the meeting. Upon the publication of the | all holders of domestic shares shall be | |
announcement, all holders of domestic | deemed to have received the notice of the | |
shares shall be deemed to have received | relevant shareholders' general meeting. | |
the notice of the relevant shareholders' | ||
general meeting. | ||
The notice of a shareholders' general | The notice of a shareholders' general | |
meeting served on the holders of overseas- | meeting served on the holders of overseas- | |
listed shares may be published through the | listed shares may be published through the | |
websites of the HK Stock Exchange and | websites of the HK Stock Exchange and | |
the Company. Upon the publication of the | the Company. Upon the publication of the | |
announcement, all holders of overseas- | announcement, all holders of overseas- | |
listed foreign shares shall be deemed to | listed foreign shares shall be deemed to | |
have received the notice of the relevant | have received the notice of the relevant | |
shareholders' general meeting. | shareholders' general meeting. | |
- 24 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
12. | Article 67 The Company shall, based | Article 67 Matters not set out in the notice |
on the written replies received 20 days | referred to in Article 65 and Article 66 | |
before the date of the shareholders' | of the Articles of Association shall not | |
general meeting, calculate the number | be resolved at a shareholders' general | |
of shares with voting right represented | meeting. | |
by the shareholders who intend to attend | ||
the meeting. If the number of shares | ||
with voting rights represented by the | ||
shareholders who intend to attend the | ||
meeting reaches one half or more of | ||
the Company's total shares with voting | ||
rights, the Company may hold the | ||
shareholders' general meeting. Otherwise, | ||
the Company shall within 5 days notify | ||
the shareholders, again by way of a | ||
public announcement, of the matters to | ||
be considered at, and the date and place | ||
of, the meeting. Once an announcement | ||
has been so made, the Company may | ||
then proceed to convene the general the | ||
meeting. | ||
An extraordinary general meeting shall | ||
not transact matters not stated in the | ||
notice of meeting. | ||
13. | Article 68 Notice of a shareholders' general | Article 68 Notice of a shareholders' general |
meeting shall: | meeting shall: | |
…… | …… | |
(5) disclose the nature and extent of the | (5) disclose the nature and extent of | |
material conflict of interest, if any, of any | the material conflict of interest, if any, | |
director, supervisor, president and other | of any director, supervisor and senior | |
senior management officerin the matters | management officerin the matters to be | |
to be considered; and provide an explanation | considered; and provide an explanation of | |
of the differences, if any, between the way | the differences, if any, between the way in | |
in which the matter to be considered would | which the matter to be considered would | |
affect such director, supervisor, president | affect such director, supervisor or senior | |
or other senior management officerin his/ | management officerin his/her capacity | |
her capacity as shareholders and the way | as shareholders and the way in which such | |
in which such matter would affect other | matter would affect other shareholders of the | |
shareholders of the same class; | same class; | |
…… | …… | |
- 25 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
14. | Article 84 All directors, supervisors, the | Article 84 All directors, supervisors and |
president and other senior management | senior management officersshall attend the | |
officersshall attend the shareholders' | shareholders' general meeting as non-voting | |
general meeting as non-voting participants if | participants if being requested. The directors, | |
being requested. The directors, supervisors, | supervisors and senior management | |
president and other senior management | officerswho attend the meeting or attend | |
officerswho attend the meeting or attend | the meeting as non-voting participants shall | |
the meeting as non-voting participants shall | make replies or explanation in respect of | |
make replies or explanation in respect of | inquiries of shareholders at the shareholders' | |
inquiries of shareholders at the shareholders' | general meeting, except for those matters in | |
general meeting, except for those matters in | relation to business secrets of the Company | |
relation to business secrets of the Company | which cannot be made public. | |
which cannot be made public. | ||
15. | Article 95 In the event that the Company | Article 95 In the event that the Company |
convenes a class meeting, a written | convenes a class meeting, the notification | |
notice shall be issued to shareholders | period for all shareholders for issuing a | |
whose names appear on the register of | written notice shall be the same as that | |
shareholders of such class 45 days prior | for issuing a written notice of a meeting | |
to the date of the class meeting, specifying | to be convened together with the class | |
the matters proposed to be considered | meeting. The written notice shall inform | |
and the date and place of the meeting. | shareholders of the class whose names | |
The shareholders who intend to attend | appear on the register of shareholders of | |
the meeting shall serve the written reply | the matters proposed to be considered | |
confirming his attendance at the class | and the date and place of the meeting. | |
meeting to the Company 20 days prior to | When calculating the time limit, the date of | |
the date of the meeting. When calculating | meeting shall not be included. | |
the time limit, the date of meeting shall not | ||
be included. | ||
- 26 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
Where the number of shares carrying | ||
rights to vote at the meeting held by the | ||
shareholders intending to attend the | ||
meeting reaches half or more of the total | ||
number of shares of such class carrying | ||
rights to vote at the meeting, the Company | ||
may hold the class meeting based thereon. | ||
If it does not reach that percentage, the | ||
Company shall within 5 days notify the | ||
shareholders again, by way of public | ||
announcement, of the matters to be | ||
considered at, and the date and place for, | ||
the meeting. Once an announcement has | ||
been so made, the Company may convene | ||
the class meeting. | ||
If the listing rules of the stock exchange(s) | ||
on which the Company's shares are listed | ||
have specific provisions, such provisions | ||
shall be complied with. | ||
16. | Article 105 | Article 105 |
…… | …… | |
The president or other senior management | A senior management officermay concurrently | |
officersmay concurrently serve as a director, | serve as a director, provided that the aggregate | |
provided that the aggregate number of the | number of the directors who concurrently | |
directors who concurrently serve as president | serve as senior management officersshall | |
or other senior management officersshall | not exceed one half of the total number of | |
not exceed one half of the total number of | directors of the Company. | |
directors of the Company. | …… | |
…… | ||
- 27 -
APPENDIX | PROPOSED AMENDMENTS | |||
TO ARTICLES OF ASSOCIATION | ||||
No. | Articles Before Amendments | Articles After Amendments | ||
17. | Article 106 The Board of Directors shall | Article 106 The Board of Directors shall | ||
exercise the following functions and powers: | exercise the following functions and powers: | |||
(1) | to convene the shareholders' general | (1) | to convene the shareholders' general | |
meeting, to propose at the shareholders' | meeting, to propose at the shareholders' | |||
general meeting to pass the relevant | general meeting to pass the relevant | |||
matters and report its work to the | matters and report its work to the | |||
shareholders' general meeting; | shareholders' general meeting; | |||
(2) | to implement the resolutions of the | (2) | to implement the resolutions of the | |
shareholders' general meetings; | shareholders' general meetings; | |||
(3) | to decide on the Company's business | (3) | to decide on the Company's mid- | |
plans and investment plans; | to-long-term business development | |||
strategies; | ||||
(4) | to formulate the Company's annual | (4) | to decide on the Company's business | |
financial budgets and final accounts; | plans and investment plans; | |||
(5) | to formulate the Company's profit | (5) | to formulate the Company's annual | |
distribution plan and plan for recovery | financial budgets and final accounts; | |||
of losses; | ||||
(6) | to formulate proposals for increases or | (6) | to formulate the Company's profit | |
reductions of the Company's registered | distribution plan and plan for recovery | |||
capital and proposals for the issue of | of losses; | |||
corporate debentures or other securities | ||||
and listing; | ||||
(7) | to formulate proposals for material asset | (7) | to formulate proposals for increases or | |
acquisition or disposal, repurchase of | reductions of the Company's registered | |||
the Company'sshares, and merger, | capital and proposals for the issue of | |||
demerger, dissolution or change of | corporate debentures or other securities | |||
corporate form of the Company; | and listing; | |||
(8) | to decide on the establishment of the | (8) | to formulate proposals for material asset | |
Company's internal management structure; | acquisition or disposal, and merger, | |||
demerger, dissolution or change of | ||||
corporate form of the Company; | ||||
- 28 -
APPENDIX | PROPOSED AMENDMENTS | |||
TO ARTICLES OF ASSOCIATION | ||||
No. | Articles Before Amendments | Articles After Amendments | ||
(9) | to appoint or dismiss the Company's | (9) | to formulate proposals for the | |
president; and to appoint or dismiss | repurchase of the Company's shares | |||
other senior management officers, | by reason of those circumstances | |||
such as the executive vice president, | stipulated in subparagraphs (1) and | |||
the senior vice president and the chief | (2) of Article 27 of the Articles of | |||
financial officerof the Company | Association; | |||
pursuant to the nominations of the | ||||
president; | ||||
(10) | to decide on the matters relating to the | (10) | to resolve on the repurchase of | |
remuneration of the aforesaid senior | the Company's shares by reason | |||
management officers; | of those circumstances stipulated | |||
in subparagraph (3), (5) or (6) | ||||
of Article 27 of the Articles of | ||||
Association; | ||||
(11) | to formulate the Company's basic | (11) | to decide on the establishment of the | |
management system; | Company's internal management | |||
structure; | ||||
(12) | to formulate proposals for amendment | (12) | to appoint or dismiss the Company's | |
to the Articles of Association; | chief executive officer; and to appoint | |||
or dismiss other senior management | ||||
officers, such as the executive vice | ||||
president, the senior vice president | ||||
and the person in charge of finance | ||||
of the Company pursuant to the | ||||
nominations of the chief executive | ||||
officer; to appoint or dismiss core | ||||
management officers as the Board | ||||
of Directors sees fit; | ||||
(13) | to decide on matters such as investments, | (13) | to decide on the matters relating to the | |
acquisition and disposal of assets, | remuneration of the aforesaid senior | |||
financing and connected transactions, | management officers; | |||
etc. which require decisions to be | ||||
made by the Board of Directors in | ||||
accordance with the requirements of | ||||
the HKEx Listing Rules; | ||||
- 29 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
(14) to manage matters in relation to the | (14) to formulate the Company's basic | |
disclosure of information on the | management system; | |
Company in accordance with the laws, | ||
regulations, the HKEx Listing Rules | ||
and the internal rules of the Company; | ||
(15) to decide on other major affairs of | (15) to formulate proposals for amendment | |
the Company, save for matters to | to the Articles of Association; | |
be resolved at shareholders' general | ||
meetings as required by the Company | ||
Law and the Articles of Association; | ||
(16) to exercise other functions and powers | (16) to decide on matters such as investments, | |
conferred by the laws and regulations, | acquisition and disposal of assets, financing | |
the HKEx Listing Rules, the Articles | and connected transactions, etc. which | |
of Association or the shareholders' | require decisions to be made by the | |
general meetings; | Board of Directors in accordance with the | |
requirements of the HKEx Listing Rules; | ||
(17) to manage matters in relation to the | ||
disclosure of information on the | ||
Company in accordance with the laws, | ||
regulations, the HKEx Listing Rules | ||
and the internal rules of the Company; | ||
(18) to decide on other major affairs of | ||
the Company, save for matters to | ||
be resolved at shareholders' general | ||
meetings as required by the Company | ||
Law and the Articles of Association; | ||
(19) to the extent permitted by relevant | ||
laws and regulations and the Listing | ||
Rules of the HKEx, to authorize the | ||
chairman of the Board of Directors | ||
to consider and decide on key | ||
matters relating to the operation | ||
and management of the Company; | ||
- 30 -
APPENDIX | PROPOSED AMENDMENTS | ||
TO ARTICLES OF ASSOCIATION | |||
No. | Articles Before Amendments | Articles After Amendments | |
(20) | to exercise other functions and powers | ||
conferred by the laws and regulations, | |||
the HKEx Listing Rules, the Articles | |||
of Association or the shareholders' | |||
general meetings; | |||
Except for the matters specified in subparagraphs | Except for the matters specified in subparagraphs | ||
(6), (7) and (12)which shall be passed | (7), (8) and (15)which shall be passed | ||
by two-thirds or more of the directors, the | by two-thirds or more of the directors, the | ||
board's resolutions in respect of any other | board's resolutions in respect of any other | ||
aforesaid matters may be passed by half or | aforesaid matters may be passed by half or | ||
more of all directors. | more of all directors. | ||
Resolutions in respect of connected transactions | Resolutions in respect of connected transactions | ||
made by the Board of Directors shall not come | made by the Board of Directors shall not come | ||
into force unless it is signed by independent | into force unless it is signed by independent | ||
directors. | directors. | ||
18. | Article 108 The chairman of the Board | Article 108 The chairman of the Board | |
of Directors is entitled to the following | of Directors is entitled to the following | ||
functions and powers: | functions and powers: | ||
(1) to preside over general meetings and | (1) | to preside over general meetings and | |
to convene and preside over the board | to convene and preside over the board | ||
meetings; | meetings; | ||
(2) to supervise and check on the | (2) | to supervise and check on the | |
implementation of resolutions passed | implementation of resolutions passed | ||
at the meeting of the Board of Directors; | at the meeting of the Board of Directors; | ||
(3) to sign share certificates, bonds and | (3) | to sign share certificates, bonds and | |
other marketable securities of the | other marketable securities of the | ||
Company; | Company; | ||
(4) to sign important documents of | (4) | to sign important documents of | |
the Board of Directors and other | the Board of Directors and other | ||
documents that shall be signed by the | documents that shall be signed by the | ||
legal representative of the Company | legal representative of the Company | ||
and to exercise the authorities of legal | and to exercise the authorities of legal | ||
representatives; | representatives; | ||
- 31 -
APPENDIX | PROPOSED AMENDMENTS | ||
TO ARTICLES OF ASSOCIATION | |||
No. | Articles Before Amendments | Articles After Amendments | |
(5) to exercise special disposal powers | (5) | to exercise special disposal powers | |
which are in compliance with legal | which are in compliance with legal | ||
requirements and are in the interests | requirements and are in the interests | ||
of the Company on matters of the | of the Company on matters of the | ||
Company and provide post-event | Company and provide post-event | ||
reports to the Board of Directors | reports to the Board of Directors | ||
after such event occurs, in the event | after such event occurs, in the event | ||
of force majeure or an emergency in | of force majeure or an emergency in | ||
which it is impossible to convene a | which it is impossible to convene a | ||
board meeting; | board meeting; | ||
(6) to define the systems necessary for the | (6) | to define the systems necessary for the | |
operation of the Board of Directors, | operation of the Board of Directors, | ||
and coordinate its operation; | and coordinate its operation; | ||
(7) to hear regular and non-regular | (7) | to hear regular and non-regular | |
performance reports from the Company's | performance reports from the Company's | ||
senior management officers, and to | senior management officers, and to | ||
provide the Board of Directors with | provide the Board of Directors with | ||
steering comments on the implementation | steering comments on the implementation | ||
of board resolutions; | of board resolutions; | ||
(8) to nominate a candidate for the | (8) | to nominate a candidate for the chief | |
presidentand the secretary to the | executive officerand the secretary | ||
Board of Directors of the Company; | to the Board of Directors of the | ||
Company; | |||
(9) to exercise any other functions and | (9) | to consider and decide on key | |
powers conferred by laws, regulations, | matters relating to the operation | ||
the Articles of Association or the | and management of the Company, | ||
Board of Directors. | according to the authorization of | ||
the Board of Directors; | |||
(10) | to exercise any other functions and | ||
powers conferred by laws, regulations, | |||
the Articles of Association or the | |||
Board of Directors. | |||
- 32 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
In the event that the chairman of the Board | In the event that the chairman of the Board | |
of Directors is unable to exercise his powers, | of Directors is unable to exercise his powers, | |
a director jointly elected by half or more of | a director jointly elected by half or more of | |
all directors may perform his duties. | all directors may perform his duties. | |
The Board of Directors may, if necessary, | The Board of Directors may, if necessary, | |
authorize the chairman of the Board of | authorize the chairman of the Board of | |
Directors to exercise part of the powers of | Directors to exercise part of the powers of | |
the Board of Directors when it is in recess. | the Board of Directors when it is in recess. | |
19. | Article 109 The Board of Directors shall | Article 109 The Board of Directors shall |
meet regularly and the meetings of the Board | meet regularly and the meetings of the Board | |
of Directors shall be held at least four times | of Directors shall be held at least four times | |
every year, and convened by the chairman | every year, and convened by the chairman | |
of the Board of Directors. A fourteen days' | of the Board of Directors. A fourteen days' | |
prior written notice for convening the | prior written notice for convening the | |
meeting shall be given to all directors. | meeting shall be given to all directors. | |
Under the following circumstances, an | Under the following circumstances, an | |
extraordinary meeting of the Board of | extraordinary meeting of the Board of | |
Directors shall be held by the chairman | Directors shall be held by the chairman | |
within five days upon receipt of proposal: | within five days upon receipt of proposal: | |
(1) when proposed by the shareholders | (1) when proposed by the shareholders | |
representing one tenth or more of | representing one tenth or more of | |
voting rights; | voting rights; | |
(2) when proposed jointly by one-thirds | (2) when proposed jointly by one-thirds | |
or more of the directors; | or more of the directors; | |
(3) when proposed by the chairman of the | (3) when proposed by the chairman of the | |
Board of Directors; | Board of Directors; | |
(4) when proposed by two or more independent | (4) when proposed by two or more independent | |
directors; | directors; | |
(5) when proposed by the Board of Supervisors; | (5) when proposed by the Board of Supervisors; | |
(6) when proposed by the president. | (6) when proposed by the chief executive | |
officer. | ||
- 33 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
20. | Article 110 Notice shall be given to all directors, | Article 110 Notice shall be given to all directors, |
supervisors and the presidentfourteen days | supervisors and the chief executive officer | |
prior to the regular board meetings, and a | fourteen days prior to the regular board | |
reasonable period prior to extraordinary | meetings, and a reasonable period prior | |
board meetings. The responsible body of | to extraordinary board meetings. The | |
the Company shall serve a written notice | responsible body of the Company shall | |
convening the board meeting to each | serve a written notice convening the board | |
director, supervisor and the presidentby | meeting to each director, supervisor and the | |
hand, fax, express mail service or other | chief executive officerby hand, fax, express | |
means of electronic communication. | mail service or other means of electronic | |
Notices that are not served by hand shall be | communication. Notices that are not served | |
confirmed by telephone and record should be | by hand shall be confirmed by telephone and | |
made accordingly. | record should be made accordingly. | |
…… | …… | |
21. | Article 117 The Board of Directors shall | Article 117 Where necessary, the Board |
establish three special committees, | of Directors may establish relevant | |
namely Audit Committee, Remuneration | special committees, the duties, personnel | |
Committee and Nomination Committee, | composition and rules of procedure of | |
and the duties, the personnel composition | which shall be resolved separately by | |
and rules of procedure of which shall | the Board of Directors.These special | |
be resolved separately by the Board of | committees are ad hoc committees under | |
Directors. Where necessary, the Board | the Board of Directors which provide | |
of Directors may establish other special | advices or advisory opinions for the | |
committees.These special committees | Board of Directors on material decisions. | |
are ad hoc committees under the Board of | The special committees shall not make | |
Directors which provide advices or advisory | any decision in the name of the Board of | |
opinions for the Board of Directors on | Directors. However, the committees may | |
material decisions. The special committees | exercise decision-making power in respect | |
shall not make any decision in the name | of the authorized matters in accordance | |
of the Board of Directors. However, the | with a special power given by the Board of | |
committees may exercise decision-making | Directors. | |
power in respect of the authorized matters | ||
in accordance with a special power given by | ||
the Board of Directors. | ||
22. | Chapter 12 The Presidentand Other Senior | Chapter 12 The Chief Executive Officer |
Management Officers | and Other Senior Management Officers | |
- 34 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
23. | Article 121 The Company shall have one | Article 121 The Company shall have |
president, a number of executive vice | one chief executive officer, a number of | |
presidents and senior vice presidents, who shall | executive vice presidents and senior vice | |
be nominated by the president. A director may | presidents, who shall be nominated by the | |
serve concurrently as the president, executive | chief executive officer. A director may | |
vice president, senior vice president or other | serve concurrently as senior management | |
senior management officers. | officers. | |
24. | Article 122 The president, executive | Article 122 Senior management officers |
vice president, senior vice president or | shall be appointed or removed by the Board | |
other senior management officersshall | of Directors. | |
be appointed or removed by the Board of | ||
Directors. | ||
25. | Article 123 The presidentshall be accountable | Article 123 The chief executive officershall |
to the Board of Directors and exercise the | be accountable to the Board of Directors and | |
following functions and powers: | exercise the following functions and powers: | |
(1) to be in charge of the Company's | (1) to be in charge of the Company's | |
production, operation and management | production, operation and management | |
and report to the Board of Directors; | and report to the Board of Directors; | |
(2) to organize the implementation of the | (2) to organize the implementation of the | |
resolutions of the Board of Directors, | resolutions of the Board of Directors, | |
the Company's annual business plans | the Company's annual business plans | |
and investment plans; | and investment plans; | |
(3) to draft the Company's annual financial | (3) to draft the Company's annual financial | |
budget plans and final accounts, and to | budget plans and final accounts, and to | |
put forward the proposal to the Board | put forward the proposal to the Board | |
of Directors; | of Directors; | |
(4) to draft the Company's basic management | (4) to draft the Company's basic management | |
system and the plan for establishment | system and the plan for establishment | |
of the Company's internal management | of the Company's internal management | |
organization; | organization; | |
(5) to formulate the specific rules and | (5) to formulate the specific rules and | |
regulations of the Company; | regulations of the Company; | |
- 35 -
APPENDIX | PROPOSED AMENDMENTS | |||
TO ARTICLES OF ASSOCIATION | ||||
No. | Articles Before Amendments | Articles After Amendments | ||
(6) | to propose to the Board of Directors | (6) | to propose to the Board of Directors | |
the employment and dismissal of the | the employment and dismissal of | |||
general vice president, senior vice | the general vice president, senior | |||
president, chief financial officerand | vice president, person in charge of | |||
other senior management officers; | financeand other senior management | |||
officers; | ||||
(7) | to employ and dismiss the responsible | (7) | to employ and dismiss the responsible | |
management personnel and general | management personnel and general | |||
employees other than those to be | employees other than those to be | |||
employed and dismissed by the Board | employed and dismissed by the Board | |||
of Directors; | of Directors; | |||
(8) | to propose to convene extraordinary | (8) | to propose to convene extraordinary | |
board meetings; | board meetings; | |||
(9) | to decide the Company's other issues | (9) | to decide the Company's other issues | |
within the scope of the authority of the | within the scope of the authority of the | |||
Board of Directors; | Board of Directors; | |||
(10) | to decide on projects such as investment, | (10) | to decide on projects such as investment, | |
acquisition or disposal and financing | acquisition or disposal and financing | |||
which do not need to be decided by the | which do not need to be decided by the | |||
Board of Directors or the shareholders' | Board of Directors or the shareholders' | |||
general meeting; | general meeting; | |||
(11) | other functions and powers granted | (11) | other functions and powers granted | |
by the Articles of Association and the | by the Articles of Association and the | |||
Board of Directors. | Board of Directors. | |||
Senior management officers other than the | Senior management officers other than the | |||
presidentshall assist the presidentin his | chief executive officershall assist the chief | |||
works and may exercise part of the functions | executive officerin his works and may | |||
and powers entrusted by the president. | exercise part of the functions and powers | |||
entrusted by the chief executive officer. | ||||
- 36 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
26. | Article 124 The presidentshall attend the | Article 124 The chief executive officer |
board meetings and, if not a director, shall | shall attend the board meetings and, if not a | |
not have voting right thereat. | director, shall not have voting right thereat. | |
27. | Article 125 In the exercise of his powers, | Article 125 In the exercise of his powers, the |
the presidentshall comply with the laws, | chief executive officershall comply with | |
administrative regulations and the Articles | the laws, administrative regulations and the | |
of Association, and fulfill his duties in good | Articles of Association, and fulfill his duties | |
faith and diligence. | in good faith and diligence. | |
28. | Article 126 The Company shall have | Article 126 The Company shall have one |
one chief financial officer, who shall be | person in charge of finance, who shall | |
appointed or removed by the Board of | be appointed or removed by the Board | |
Directors. The chief financial officershall | of Directors. The person in charge of | |
be accountable to the Board of Directors and | financeshall be accountable to the Board of | |
the president. | Directors and the chief executive officer. | |
29. | Article 131 The Board of Supervisors shall | Article 131 The Board of Supervisors shall |
be accountable to the shareholders' general | be accountable to the shareholders' general | |
meeting and exercise the following functions | meeting and exercise the following functions | |
and powers: | and powers: | |
(1) to monitor any acts of directors, | (1) to monitor any acts of directors and | |
the president and other senior | senior management officersin their | |
management officersin their | performance of duties that violate | |
performance of duties that violate | the laws, administrative regulations | |
the laws, administrative regulations | and the Articles of Association, and | |
and the Articles of Association, and | to propose dismissal of any directors | |
to propose dismissal of any directors | and senior management officers | |
and senior management officers | who violate the laws, administrative | |
who violate the laws, administrative | regulations, the Articles of Association | |
regulations, the Articles of Association | or any resolutions of shareholders' | |
or any resolutions of shareholders' | general meetings; …… | |
general meetings; …… | ||
- 37 -
APPENDIX | PROPOSED AMENDMENTS | |
TO ARTICLES OF ASSOCIATION | ||
No. | Articles Before Amendments | Articles After Amendments |
30. | Chapter 14 Qualification and Obligations of | Chapter 14 Qualification and Obligations of |
Directors, Supervisors and Senior Management | Directors, Supervisors and Senior Management | |
Officers of the Company | Officers of the Company | |
Chapter 17 Appointment of Accounting | Chapter 17 Appointment of Accounting | |
Firms | Firms | |
Chapter 22 Settlement of Disputes | Chapter 22 Settlement of Disputes | |
The words "the president or other senior | The words "the president or other senior | |
management officers" and "the president | management officers" and "the president | |
and other senior management officers" in | and other senior management officers" in | |
the articles of the above chapters | the articles of the above chapters shall be | |
amended to "senior management officers" | ||
Notes:
- Save for the above articles, there will be no changes to the other articles of the Articles of Association of the Company.
- The Proposed Amendments to the Articles of Association of the Company were prepared in Chinese. Should there be any discrepancies between the Chinese version of the Proposed Amendments and their English version, the Chinese version shall prevail.
- 38 -
NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020
聯想控股股份有限公司
Legend Holdings Corporation
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 03396)
NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020
Notice is hereby given that the first extraordinary general meeting of 2020 (the "EGM") of Legend Holdings Corporation (the "Company") will be held at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the People's Republic of China at 2:30 p.m. on Thursday, February 13, 2020 to consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
- To consider and approve the appointment of Mr. LI Peng (李蓬) as an executive director of the second session of the board of directors of the Company (the "Board"), with a term of office commencing from the date of passing of this resolution and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected;
- To consider and approve the appointment of Mr. WANG Yusuo (王玉鎖) as a non-executive director of the second session of the Board, with a term of office commencing from the date of passing of this resolution and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected;
- To consider and approve the appointment of Mr. YIN Jian'an (印建安) as an independent non-executive director of the second session of the Board, with a term of office commencing from the date of passing of this resolution and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected;
SPECIAL RESOLUTIONS
4. To consider and approve the amendments to the Articles of Association of Legend Holdings Corporation (the "Articles of Association") (for details, please refer to pages 16 to 38 of the circular to the shareholders dated December 27, 2019), and to approve the granting of authority to the Board, person(s) authorized by the Board and the secretary to the Board to arrange for the registration for and filing of the amendments to the Articles of Association with the industry and commerce administration and other relevant government authorities; and
- 39 -
NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020
5. To consider and approve the granting of a general mandate to the Board to issue debt financing instruments with a total aggregate amount not exceeding RMB35 billion and to authorize the Board to deal with all matters in relation to the issuance of debt financing instruments with effect from the date of passing of the resolution and until the end of the date on which the annual general meeting will be held in 2023 (for details, please refer to pages 10 to 13 of the circular to the shareholders dated December 27, 2019).
By order of the Board
Legend Holdings Corporation
NING Min
Executive Director and Joint Company Secretary
Hong Kong, December 27, 2019
Notes:
- In order to determine the shareholders of the Company (the "Shareholders") entitled to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, January 14, 2020 to Thursday, February 13, 2020 (both days inclusive), during which time no transfer of the Shares of the Company will be registered. Accordingly, unregistered H Shareholders shall lodge relevant share transfer documents with the Company's H share registrar, Link Market Services (Hong Kong) Pty Limited ("Link Market Services") not later than 4:30 p.m. on Monday, January 13, 2020. A proxy need not be a Shareholder.
- Any Shareholder entitled to attend and vote at the EGM may appoint one or more proxies (whether he/she is a Shareholder) to attend and vote at the EGM on his or her behalf. The Company has the right to request a Shareholder or a proxy who attends the EGM on behalf of a Shareholder to produce proof of identity.
- In case of joint holders of Shares of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the meeting, either personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of such joint holding.
- Shareholders who intend to attend the EGM in person or by proxy are requested to complete the enclosed reply slip and return it, by hand, by post or by email (sa@legendholdings.com.cn) to the Company (for Domestic Shareholders); or to Link Market Services (for H Shareholders) by hand or by post on or before Friday, January 24, 2020.
- The form of proxy must be signed by the appointor or his/her attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorised attorney. If more than one proxies are appointed, the number of Shares and its class represented by each proxy must be specified.
- 40 -
NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2020
- To be valid, the form of proxy must be lodged with Link Market Services (for H Shareholders) or the Company (for Domestic Shareholders) no later than 24 hours before the holding of the EGM. If the form of proxy is signed by another person under a power of attorney or other authorisation documents given by the appointer, such power of attorney or other authorisation documents shall be notarised. The notarised power of attorney or other authorisation documents shall, together with the form of proxy, be deposited at the specified place at the time set out in the form of proxy. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. In such event, the instrument appointing a proxy shall be deemed to have been revoked.
- The address of the H Share registrar, Link Market Services is Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong.
- The address of the Company is B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing 100190, the People's Republic of China.
- Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.
- 41 -
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Legend Holdings Corporation published this content on 27 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 December 2019 08:40:07 UTC