Overseas Chinese Town (Asia) Holdings Limited
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer 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 Overseas Chinese Town (Asia) Holdings Limited (the “Company”), you should at once hand this circular 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 the transferee. 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. Overseas Chinese Town (Asia) Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 03366) RENEWAL OF GENERAL MANDATES, TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING Capitalised terms used in this cover page shall bear the same meanings as those defined in the section headed “Definitions” in this circular. A notice convening the AGM of the Company to be held on Friday, 21 May 2021 at 11:00 a.m. at the conference room of the Company at 3/F., Jacaranda IBC, OCT Harbour, Baishi Road, Nanshan District, Shenzhen, PRC is set out on pages 16 to 20 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you so wish. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING Please refer to page 1 of this circular for the measures to be implemented at the Annual General Meeting by the Company against the epidemic to protect the attendees from the risk of infection of the Novel Coronavirus(“COVID-19”), including: (i) compulsory body temperature check and filling out the health registration form; (ii) compulsory wearing of surgical face mask; and (iii) no distribution of corporate gifts and no serving of refreshments. Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue. For the health and safety of the Shareholders, the Company strongly advises the Shareholders to appoint the Chairman of the meeting as your proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person. 21 April 2021 CONTENTS Page PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . 1 DEFINITIONS . 2 LETTER FROM THE BOARD . 4 APPENDIX I – EXPLANATORY STATEMENT . 7 APPENDIX II – DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION . 11 NOTICE OF ANNUAL GENERAL MEETING . 16 - i - PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread, the Company will implement necessary preventive measures at the forthcoming AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including: (i) Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the AGM venue and a health registration form must be filled out. Any person with a body temperature of over 37.2 degrees Celsius will be denied entry into the AGM venue or be required to leave the AGM venue. (ii) Attendees are required to prepare his/her own surgical face masks and wear the same inside the AGM venue at all times, and to maintain a safe distance between seats. Therefore, the number of seats at the AGM venue will be subject to restrictions and if necessary, the Company may restrict the number of people attending the AGM to avoid overcrowding at the venue. (iii) No corporate gifts will be distributed and no refreshments will be served. (iv) The number of management of the Company attending the AGM in person will also be subject to restrictions. The Directors who will not attend the meeting in person will participate by video conference. To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM. In the interest of all attendees’ health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. By using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person. If any Shareholder chooses not to attend the AGM in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter to our email at [email protected]. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate. - 1 - DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “AGM” the annual general meeting of the Company to be held on Friday, 21 May 2021 at 11:00 a.m. at the conference room of the Company at 3/F., Jacaranda IBC, OCT Harbour, Baishi Road, Nanshan District, Shenzhen, PRC; “AGM Notice” the notice convening the AGM set out on pages 16 to 20 of this circular; “Articles” the articles of association of the Company; “associates” has the same meaning as defined in the Listing Rules; “Board” the board of Directors; “close associates” has the same meaning as defined in the Listing Rules; “Company” Overseas Chinese Town (Asia) Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange; “core connected person” has the same meaning as defined in the Listing Rules; “Directors” the directors of the Company; “Group” the Company and its subsidiaries; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares set out as resolution no. 7 in the AGM Notice; “Latest Practicable Date” 12 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Nomination Committee” the nomination committee of the Company; - 2 - DEFINITIONS “PRC” the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan “Remuneration Committee” the remuneration committee of the Company; “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares set out as resolution no. 8 in the AGM Notice; “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Share(s)” ordinary shares of HK$0.10 each in the capital of the Company; “Shareholder(s)” holder(s) of (a) Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs; and “HK$” Hong Kong dollar, the lawful currency of Hong Kong. In the event of any inconsistency, the English text of this circular, the AGM Notice and the accompanying form of proxy shall prevail over the Chinese text. - 3 - LETTER FROM THE BOARD Overseas Chinese Town (Asia) Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 03366) Executive Directors: Registered Office: Mr. Zhang Dafan (Chairman) Ocorian Trust (Cayman) Limited Ms. Xie Mei (Chief Executive Officer) Windward 3, Mr. Lin Kaihua Regatta Office Park PO Box 1350 Non-executive Director: Grand Cayman KY1-1108 Mr. Wang Wenjin Head Office and Principal Place Independent non-executive Directors: of Business: Ms. Wong Wai Ling 59/F., Bank of China Tower Professor Lam Sing Kwong Simon 1 Garden Road Mr. Chu Wing Yiu Hong Kong 21 April 2021 To the Shareholders, Dear Sir or Madam, RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate; (ii) furnish you details of the proposed re-election of retiring Directors; (iii) set out an explanatory statement regarding the Repurchase Mandate and (iv) give you notice of the AGM.