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Hao Tian International Construction Investment

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Hao Tian International Construction Investment 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 about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Hao Tian International Construction Investment Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. HAO TIAN INTERNATIONAL CONSTRUCTION INVESTMENT GROUP LIMITED 昊天國際建設投資集團有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1341) CONNECTED TRANSACTION ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETINGS Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 5 to 13 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 14 to 15 of this circular. A letter from Opus Capital Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 45 of this circular. A notice convening an extraordinary general meeting oftheCompanytobeheldat10/F,CKKCommercialCentre, 289 Hennessy Road, Wanchai, Hong Kong, on Thursday, 29 October 2020 at 10:30 a.m. or any adjournment thereof is set out on pages 53 to 54 of this circular. Whether or not you are able to attend the meeting, you are advised to read the notice and complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the extraordinary general meeting (Hong Kong Time) 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 should you so wish. 9 October 2020 CONTENTS Page Precautionary Measures for the EGM ............................................. 1 Definitions ...................................................................... 2 Letter from the Board ........................................................... 5 Letter from the Independent Board Committee .................................... 14 Letter from the Independent Financial Adviser .................................... 16 Appendix — General Information ................................................ 46 Notice of Extraordinary General Meeting ......................................... 53 – i – PRECAUTIONARY MEASURES FOR THE EGM In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the EGM to protect attending Shareholders, staff and other stakeholders from the risk of infection: (i) Compulsory body temperature checks will be conducted on Shareholders, proxies and other attendees at the entrance of the EGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the EGM venue. (ii) Shareholders, proxies and other attendees are required to complete and submit a health declaration form providing their names and contact details, and confirming that they are not subject to quarantine and they, or to their best of knowledge, any person whom they have/had close contact with, have not entered Hong Kong from Mainland China or any overseas countries/areas at any time in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the EGM venue. (iii) Shareholders, proxies and other attendees are required to wear surgical face masks inside the EGM venue at all times. Any person who does not comply with this requirement may be denied entry into the EGM venue. (iv) No refreshments or drinks will be provided at the EGM. To the extent permitted under law, the Company reserves the right to require any person to deny entry into the EGM venue in order to ensure the safety of the attendees at the EGM. In the interest of all stakeholders’ health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending the EGM in person. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.haotianint.com.hk). If you are not a registered shareholder (if your shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy. – 1 – DEFINITIONS In this circular, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein: ‘‘associate(s)’’ has the meaning ascribed thereto in the Listing Rules ‘‘Award’’ an award of Shares granted under the Share Award Scheme ‘‘Award Shares’’ for the selected Grantee, the number of Shares designated by the Board as an Award in accordance with the Share Award Scheme ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day on which banks in Hong Kong are open for normal banking business (excluding Saturdays, Sundays and public holidays) ‘‘Company’’ Hao Tian International Construction Investment Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange (stock code: 1341) ‘‘Connected Award Shares’’ Award Shares granted by the Company to the Connected Grantees ‘‘Connected Grantees’’ Mr. Fok and three other selected Grantees who are connected persons of the Company ‘‘connected person(s)’’ has the meaning ascribed to it in the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held to consider, and if thought fit, approve the issue and allotment of the Connected Award Shares to the Connected Grantees under the Specific Mandate ‘‘Grantee(s)’’ any Participant who accepts an offer of Award in accordance with the Scheme Rules ‘‘Group’’ the Company and its Subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China – 2 – DEFINITIONS ‘‘Independent Board Committee’’ an independent committee of the Board, comprising Mr. Lee Chi Hwa Joshua, Mr. Mak Yiu Tong and Mr. Li Chi Keung Eliot, being all independent non-executive Directors, which has been establishedtogiveadvicetothe Independent Shareholders in respect of the grant of the Specific Mandate for the allotment and issue of the Connected Award Shares ‘‘Independent Financial Adviser’’ Opus Capital Limited, a corporation licensed under the or ‘‘Opus Capital’’ SFO to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the allotment and issue of the Connected Award Shares under the Specific Mandate ‘‘Independent Shareholders’’ the Shareholders who are independent of, and not connected with, the Connected Grantees and their respective associates and are not required to abstain from voting at the EGM of the Company ‘‘Latest Practicable Date’’ 29 September 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Mr. Fok’’ Mr. Fok Chi Tak, an executive Director and the chief executive officer of the Company ‘‘Non-connected Grantees’’ the selected Grantees who are not connected with the Company ‘‘Offer Date’’ in respect of an Award, the date on which an offer is made to a Participant, which must be a Business Day – 3 – DEFINITIONS ‘‘Participant’’ any director (including executive, non-executive director and independent non-executive director), employee (whether full time or part time), officer, agent or consultant of the Company or any of its Subsidiary or any of its affiliates
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