Chow Tai Fook Jewellery Group Limited
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your securities dealer licensed under the Securities and Futures Ordinance, bank manager, solicitor, certified public accountant or other professional adviser. If you have sold or transferred all your shares in Chow Tai Fook Jewellery Group Limited,you should at once hand this circular and the accompanying proxy form to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong 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. CHOW TAI FOOK JEWELLERY GROUP LIMITED 周 大福珠寶集團有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 1929 NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE AND BUY BACK SHARES The notice convening the AGM is set out on pages 6 to 10 of this circular. Precautionary measures for the AGM: Please refer to page 1 of this circular for the measures to be taken at the AGM to prevent and control the spread of the COVID-19. Whether you are able to attend the AGM or not, you are requested to complete and sign the accompanying proxy form in accordance with the instructions printed on it, and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, and in any event so that it is received not less than 48 hours before the time appointed for the meeting or any adjourned meeting (as the case may be). Submission of a proxy form will not preclude you from attending and voting in person at the meeting (or any adjourned meeting thereof) should you so wish. 19 June 2020 CONTENTS Page Precautionary Measures for the Annual General Meeting ......................... 1 Definitions ......................................................................... 2 Letter from the Board of Directors ................................................ 4 Notice of Annual General Meeting ................................................ 6 Business of Annual General Meeting .............................................. 11 Appendix I — Re-election of Directors ......................................... 15 Appendix II — Explanatory Statement on Buy-back Mandate .................. 21 Appendix III — Voting Information .............................................. 25 – i – PRECAUTIONARY MEASURES FOR THE AGM The Company will implement the following measures at the AGM to prevent and control the spread of the COVID-19 and to safeguard the health and safety of the attending Shareholders, staff and stakeholders of the Company: (1) Compulsory body temperature checks will be conducted for every attendee at the entrance of the AGM venue. Any person who has a body temperature of over 37.5 degrees Celsius or is subject to the mandatory quarantine order imposed by the Hong Kong government will be denied entry into or be required to leave the AGM venue. (2) Every attendee must sanitise his/her hands before entering the AGM venue. (3) Every attendee must wear a face mask throughout the AGM and inside the AGM venue. No mask will be provided at the AGM venue and attendees should bring and wear their own masks. (4) The Company will maintain a safe distance between seats. Attendees must follow the Company’s instruction when taking a seat. (5) No refreshment and beverage will be provided. (6) No souvenir will be distributed. Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the AGM venue. The Company would like to remind Shareholders that attendance in person at the AGM is not necessary for the purpose of exercising their voting rights. A Shareholder may elect to exercise his/her/its right to vote at the AGM by appointing a proxy (who may be the chairman of the AGM or any person of the Shareholder’s choice) to vote on his/her/its behalf and returning the proxy form to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’sRoadEast,Hong Kong so that it is received at least 48 hours before the time appointed for the AGM or any adjournment thereof (as the case may be). Please refer to Appendix III to this circular for voting information. Depending on the COVID-19 situation in Hong Kong, the Company reserves the right to change the AGM arrangements or take furthermeasuresasappropriateinorderto minimise any risk to Shareholders and other participants attending the AGM. The Company will post an announcement on the HKEXnews website (www.hkexnews.hk) and its corporate website (www.ctfjewellerygroup.com) to notify shareholders of any revised arrangements whenever appropriate. – 1 – DEFINITIONS In this circular, the following expressions have the following meanings unless the context otherwise requires: ‘‘2020 Annual Report’’ the annual report for the year ended 31 March 2020 of the Company; ‘‘AGM’’ the annual general meeting of the Company to be held at Meeting Room S421, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 30 July 2020 at 12:00 noon, or, where the context so admits, any adjournment thereof; ‘‘Articles of Association’’ the articles of association of the Company, as amended and restated from time to time; ‘‘Board’’ the board of directors of the Company; ‘‘Buy-back Mandate’’ a general mandate proposed to be granted to the Directors at the AGM to buy back Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate; ‘‘Company’’ Chow Tai Fook Jewellery Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Main Board of the Stock Exchange (stock code: 1929); ‘‘Director(s)’’ director(s) of the Company; ‘‘Group’’ the Company and its subsidiaries from time to time; ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China; ‘‘Issue Mandate’’ a general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate; ‘‘Latest Practicable Date’’ 15 June 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular; ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; – 2 – DEFINITIONS ‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong; ‘‘Share(s)’’ ordinary share(s) of par value of HK$1.00 each in the share capital of the Company; ‘‘Shareholder(s)’’ holder(s) of Shares; ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; ‘‘Takeovers Code’’ the Codes on Takeovers and Mergers and Share Buy- backs issued by the SecuritiesandFuturesCommissionin Hong Kong; ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong; and ‘‘%’’ per cent. References to time and dates in this circular are to Hong Kong time and dates. – 3 – LETTER FROM THE BOARD OF DIRECTORS CHOW TAI FOOK JEWELLERY GROUP LIMITED 周 大福珠寶集團有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 1929 Executive Directors: Registered Office: Dr.ChengKar-Shun,Henry(Chairman) Cricket Square Hutchins Drive Mr. Wong Siu-Kee, Kent (Managing Director) P.O. Box 2681 Dr. Cheng Chi-Kong, Adrian Grand Cayman KY1-1111 Mr. Cheng Chi-Heng, Conroy Cayman Islands Mr. Cheng Ping-Hei, Hamilton Mr. Chan Sai-Cheong Headquarters and principal place of Mr. Suen Chi-Keung, Peter business in Hong Kong: Mr. Chan Hiu-Sang, Albert 33/F,NewWorldTower Mr.LiuChun-Wai,Bobby 16–18 Queen’sRoadCentral Mr. Cheng Kam-Biu, Wilson Hong Kong Non-executive Director: Ms. Cheng Chi-Man, Sonia Independent Non-executive Directors: Dr.FungKwok-King,Victor Dr.OrChing-Fai,Raymond Mr. Kwong Che-Keung, Gordon Mr. Cheng Ming-Fun, Paul Mr.LamKin-Fung,Jeffrey Ms.ChengKa-Lai,Lily 19 June 2020 Dear Shareholders, On behalf of the Board, it is my pleasure to invite you to the Company’sannual general meeting to be held at Meeting Room S421, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 30 July 2020 at 12:00 noon. Registration will start at 11:30 a.m. ThenoticeoftheAGMissetoutonpages6to10. Information regarding the business to be considered at the AGM is set out on pages 11 to 14. If you do not plan to attend the AGM yourself, I encourage you to appoint a proxy to attend and vote on your behalf at the AGM. The Board considers that the proposed resolutions as set out in the notice of the AGM are in the best interests of the Company and itsShareholdersasawhole, and recommends you vote in favour of all the resolutions at the AGM. – 4 – LETTER FROM THE BOARD OF DIRECTORS Matters regarding Shareholders’ rights to attend and vote at the AGM are set out in Appendix III of this circular. If you have any question concerning the AGM, please contact the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at (852) 2980 1333. Your participation at the AGM is welcome and my fellow Directors and I look forward to meeting you at the AGM.