MEDICSKIN HOLDINGS LIMITED 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.
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8307) GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITOR, PROPOSED FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETINGA notice convening the annual general meeting of the Company to be held at 20/F, OfficePlus@Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong on Wednesday, 26 July 2017 at 9:00 a.m. or any adjourned meeting hereof to approve matters referred to in this circular is set out in Appendix III to this circular.
Whether or not you are able or intend to attend the AGM, you are requested to complete and return the enclosed form of proxy to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
This circular will remain on the "Latest Company Announcements" page of the GEM's website at www.hkgem.com for at least 7 days from the date of its posting. This circular will also be published on the Company's website at www.medicskin.com.
23 June 2017
GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.Page
Definitions 1-3 Letter from the Board1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3. General Mandate to Buy Back Shares. 5-6
4. Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. Re-appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. Proposed Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8. Voting by Poll at General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11. Competing Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix I - Explanatory Statement 9-11 Appendix II - Biographies of Retiring Directors Proposed to be Re-elected at the AGM 12-15 Appendix III - Notice of Annual General Meeting 16-19In this circular, unless the context otherwise requires, the following terms and expressions have the following meanings:
"AGM" the annual general meeting of the Company to be held at 20/F, OfficePlus@Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong on Wednesday, 26 July 2017 at 9:00 a.m. or any adjournment thereof;
"Articles of Association" the articles of association of the Company (as amended from time to time);
"associate(s)" has the meaning as defined under the GEM Listing Rules;
"Board" the board of Directors;
"Business Day" a day upon which the Stock Exchange is open for securities trading;
"Buy-back Mandate" the general and unconditional mandate proposed to be
granted to the Directors at the AGM to buy back Shares on the Stock Exchange with a maximum amount up to 10% of the number of issued Shares as at the date of the passing of the resolution granting such mandate;
"Cayman Companies Law" the Companies Law (as revised) of the Cayman Islands as
amended, supplemented or otherwise modified from time to time;
"Company" Medicskin Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and the shares of which are listed on GEM;
"core connected person" has the same meaning as defined in the GEM Listing Rules; "Director(s)" the director(s) of the Company;
"Final Dividend" the proposed final dividend of HK0.2 cent per Share as recommended by the Board;
"GEM" the Growth Enterprise Market of the Stock Exchange;
"GEM Listing Rules" The Rules Governing the Listing of Securities on the GEM
as amended, supplemented or otherwise modified from time to time;
"Group" the Company and its subsidiaries;
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China;
"HK$" Hong Kong dollars, the lawful currency in Hong Kong;
"Issue Mandate" the general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all the power to allot, issue and otherwise deal with additional Shares with a maximum amount not exceeding 20% of the number of issued Shares as at the date of the passing of the resolution granting such mandate (such mandate to be extended to Shares bought back by the Company pursuant to the Buy-back Mandate);
"Latest Practicable Date" 16 June 2017, being the latest practicable date for
ascertaining certain information included in this circular;
"PRC" the People's Republic of China;
"Predecessor Companies Ordinance"
the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);
"SFC" the Securities and Futures Commission of Hong Kong;
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time;
"Share(s)" share(s) in the issued share capital of the Company; "Share Premium Account" the share premium account of the Company; "Shareholder(s)" holder(s) of Share(s);
"Stock Exchange" The Stock Exchange of Hong Kong Limited; and
"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy- backs published by the SFC as amended, supplemented or otherwise modified from time to time.
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8307)Executive Directors:
Dr. Kong Kwok Leung (Chairman)
Mr. Lo Kwok Bun (Chief Executive Officer)
Ms. Kong Chung Wai
Ms. Sin Chui Pik Christine
Independent non-executive Directors:
Mr. Chan Cheong Tat Mr. Lee Ka Lun
Mr. Leung Siu Cheung
Registered office:
P.O. Box 309 Ugland House
Grand Cayman, KY1-1104 Cayman Islands
Headquarter and principal place of business in Hong Kong:
21st Floor, New World Tower II 16-18 Queen's Road Central Hong Kong
23 June 2017
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITOR, PROPOSED FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING-
INTRODUCTION
The purpose of this circular is to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the above proposed matters which include, inter alia, (i) the proposed grant of the Issue Mandate and Buy-back Mandate; (ii) the proposed re-election of retiring Directors; (iii) the proposed re-appointment of the auditor of the Company; (iv) the proposed Final Dividend; and to give you notice of the AGM.
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GENERAL MANDATE TO ISSUE SHARES
The current general mandate granted to the Directors to issue Shares pursuant to the ordinary resolutions of the Shareholders dated 27 July 2016 will expire at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant a general and unconditional mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares. Such mandate will lapse on the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the authority by an ordinary resolution of the Shareholders in general meeting (whichever is the earliest). In order to ensure that the flexibility and discretion be given to the Directors in the event that it becomes desirable to allot, issue and deal with additional Shares, approval is being sought from the Shareholders for the granting of the Issue Mandate to the Directors to allot, issue and deal with additional Shares up to a maximum of 20 per cent. of the total number of issued Shares as at the date of the passing of the ordinary resolution set out as resolution numbered 4(A) in the notice convening the AGM and adding to such general mandate any Shares representing the aggregate nominal amount of the Shares bought back by the Company under the Buy-back Mandate. If the resolution is passed and no Share is bought back by the Company, exercise in full of the Issue Mandate (on the basis of 480,400,000 Shares in issue at the Latest Practicable Date) would result in up to 96,080,000 new Shares being allotted, issued and dealt with by the Company.
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GENERAL MANDATE TO BUY BACK SHARES
The current general mandate granted to the Directors to buy back Shares pursuant to the ordinary resolutions of the Shareholders dated 27 July 2016 will expire at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant a general and unconditional mandate to the Directors to exercise the powers of the Company to buy back Shares. Such mandate will lapse on the earliest of: (i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the authority by an ordinary resolution of the Shareholders in general meeting (whichever is the earliest). A resolution to grant the Directors the Buy-back Mandate will be proposed at the AGM to enable the Directors to exercise the powers of the Company to buy back its own issued and fully paid Shares up to a maximum of 10 per cent. of the total number of issued Shares as at the date of the passing of the ordinary resolution set out as resolution numbered 4(B) in the notice convening the AGM. The notice convening the AGM is set out in Appendix III to this circular. The Company at present has no immediate plan to exercise the Buy-back Mandate.
As at the Latest Practicable Date, there were 480,400,000 Shares in issue. Subject to the passing of the above resolution approving the Buy-back Mandate and on the basis that no further shares are issued or bought back by the Company between the Latest Practicable Date and the date of the AGM, the Company would be allowed to buy back a maximum of 48,040,000 Shares.
In accordance with the GEM Listing Rules, an explanatory statement to provide the requisite information on the Buy-back Mandate is set out in Appendix I to this circular.
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RE-ELECTION OF RETIRING DIRECTORS
The Board currently comprises seven Directors, namely, Dr. Kong Kwok Leung, Mr. Lo Kwok Bun, Ms. Kong Chung Wai, Ms. Sin Chui Pik Christine, Mr. Chan Cheong Tat, Mr. Lee Ka Lun and Mr. Leung Siu Cheung. In accordance with the Articles of Association, Mr. Lo Kwok Bun, Ms. Sin Chui Pik Christine and Mr. Leung Siu Cheung will retire at the AGM and, being eligible, offer themselves for re-election at the AGM.
Article 16.4 of the Articles of Association provides that no person shall, unless recommended by the Board, be eligible for election to the office of Director at any general meeting, unless during the period, which shall be at least seven days, commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than seven days prior to the date of such meeting, there has been given to the secretary notice in writing by a Shareholder (not being the person to be proposed), entitled to attend and vote at the meeting for which such notice is given, of his/her intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.
Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the principal place of business of the Company at 21st Floor, New World Tower II, 18 Queen's Road Central, Hong Kong on or before 9:00 a.m. on Wednesday, 19 July 2017.
If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the publication of the notice of the AGM, the Company will publish an announcement to inform Shareholders of the biographical details of the additional candidate proposed.
Details of the biographies of each of the Directors who have offered themselves for re- election are set out in Appendix II to this circular.
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RE-APPOINTMENT OF AUDITOR
Messrs. Deloitte Touche Tohmatsu will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.
The Board proposed to re-appoint Messrs. Deloitte Touche Tohmatsu as the auditor of the Company and to hold office until the next annual general meeting of the Company.
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PROPOSED FINAL DIVIDEND
In the annual results announcement of the Company on Friday, 16 June 2017, the Board recommended that, subject to Shareholders' approval in the AGM, the Company shall declare and distribute a Final Dividend of HK0.2 cent per Share for the year ended 31 March 2017 to the Shareholders whose names appear on the register of members of the Company on Thursday, 3 August 2017.
The register of members of the Company will be closed from Tuesday, 1 August 2017 to Thursday, 3 August 2017 (both days inclusive), during which period no transfer of Shares will be registered for the purpose of determining Shareholders' entitlement to the proposed Final Dividend. To qualify for the Final Dividend, all Share transfers accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Monday, 31 July 2017.
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AGM
A notice of the AGM is set out in Appendix III to this circular.
A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able or intend to attend the AGM, you are requested to complete and return the enclosed form of proxy to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
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VOTING BY POLL AT GENERAL MEETINGS
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith and in compliance with the GEM Listing Rules, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, pursuant to Article 13.6 of the Articles of Association, each resolution set out in the notice to the AGM which is put to vote at the AGM shall be decided by poll. The Company will appoint scrutineers to handle vote-taking procedures at the AGM.
The results of the poll will be published on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.medicskin.com as soon as possible after the conclusion of the AGM.
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RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
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RECOMMENDATION
The Directors consider that (i) the proposed grant of the Issue Mandate and the Buy-back Mandate; (ii) the proposed re-election of retiring Directors; (iii) the proposed re-appointment of the auditor of the Company; and (iv) the proposed Final Dividend, in each case as described in this circular, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
- COMPETING INTERESTS
To the best knowledge of the Directors, none of the Directors or the controlling Shareholders (as defined in the GEM Listing Rules) of the Company, nor any of their respective close associates (as defined in the GEM Listing Rules), had any interest as at the Latest Practicable Date that competes or may compete with the business of the Group, which would be required to be disclosed under Rule 11.04 of the GEM Listing Rules.
By Order of the Board Medicskin Holdings Limited Dr. Kong Kwok Leung Chairman and Executive Director
The GEM Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their fully paid-up Shares on the Stock Exchange subject to certain restrictions.
The following is the explanatory statement required to be sent to the Shareholders under the GEM Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the grant of the Buy-back Mandate.
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REASONS FOR SHARE BUY-BACK
The Directors believe that the granting of the Buy-back Mandate is in the best interests of the Company and the Shareholders. Such buy-back of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or the earnings per Share of the Company and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders. The Directors have no present intention to buy back any of the securities of the Company.
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SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 480,400,000 Shares of HK$0.01 each.
Subject to the passing of the resolution approving the Buy-back Mandate, and assuming no Shares will be issued or bought back by the Company during the period between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 48,040,000 Shares.
- FUNDING OF SHARE BUY-BACK
In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the applicable laws of the Cayman Islands. Under the Cayman Companies Law, any buy-back of Shares by the Company may be made either (i) out of profits of the Company; (ii) out of the Share Premium Account; (iii) out of the proceeds of a fresh issue of Shares made for the purpose of the buy-back; or (iv) out of capital, if so authorised by the Articles of Association and subject to the provisions of the Cayman Companies Laws. In the case of any premium payable over the par value of the Shares to be bought back on the buy-back, such premium must be provided out of either or both of the profits of the Company or the Share Premium Account, or out of capital, if so authorised by the Articles of Association and subject to the provisions of the Cayman Companies Laws. In accordance with the Cayman Companies Law, the Shares so bought back would remain part of the authorised but unissued share capital of the Company.
Medicskin Holdings Ltd. published this content on 22 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 July 2017 14:18:06 UTC.
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