Byleasing Holdings Limited 百應租賃控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 8525)
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Byleasing Holdings Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities, 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. Byleasing Holdings Limited 百應租賃控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8525) (1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING A notice convening the AGM to be held at the Company’s headquarters and principal place of business in the PRC, Unit 1, 30/F, No. 77 Tai Nan Road, Siming District, Xiamen City, Fujian Province, the PRC, at 10:00 a.m. on Friday, 19 June 2020 is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use at the AGM is also enclosed and such form of proxy is also published on the GEM website at www.hkgem.com and the Company’s website at www.byleasing.com. Whether or not you are able to attend the AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the 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 but in any event not later than 48 hours before the time appointed for the holding of the AGM (i.e. not later than 10:00 a.m. on Wednesday, 17 June 2020) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof (as the case may be) if they so wish. This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the Company’s website at www.byleasing.com. 31 March 2020 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the 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. Given that the companies listed on GEM are generally small and mid-sized companies, 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 Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. –i– CONTENTS Page DEFINITIONS ........................................................ 1 LETTER FROM THE BOARD ............................................ 3 APPENDIX I – EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE ........................ I-1 APPENDIX II – BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION ............ II-1 NOTICE OF ANNUAL GENERAL MEETING ................................ AGM-1 –ii– DEFINITIONS In this circular, the following expression has the following meaning unless the context otherwise requires: “AGM” the annual general meeting of the Company to be held at the Company’s headquarters and principal place of business in the PRC, Unit 1, 30/F, No. 77 Tai Nan Road, Siming District, Xiamen City, Fujian Province, the PRC at 10:00 a.m. on Friday, 19 June 2020, the notice of which is set out on pages AGM-1 to AGM-5 of this circular, or any adjourned meeting thereof (as case may be) “Articles of Association” the amended and restated articles of association of the Company as amended from time to time “Board” the board of Directors “BVI” the British Virgin Islands “China” or “PRC” the People’s Republic of China, but for the purpose of this circular and for geographical reference only and except where the context requires, references in this circular to “China” and “PRC” do not apply to Taiwan, Macau Special Administrative Region and Hong Kong “Companies Law” the Companies Law, Cap 22 (Laws 3 of 1961, as consolidated and revised) of the Cayman Islands “Company” Byleasing Holdings Limited (百應租賃控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability on 5 June 2017, the Shares of which are listed on GEM (stock code: 8525) “Director(s)” director(s) of the Company “GEM” GEM of Stock Exchange “GEM Listing Rules“ the Rules Governing the Listing of Securities on GEM “Group” or “our” the Company and its subsidiaries from time to time “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC “Hong Kong Branch Share Tricor Investor Services Limited, the Hong Kong branch share Registrar” registrar and transfer office of the Company –1– DEFINITIONS “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to authorize them to allot, issue and otherwise deal with Shares with a total number not exceeding 20% of the total number of the issued Shares as at the date of passing of the proposed resolution at the AGM “Latest Practicable Date” 26 March 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular “Nomination Committee” the nomination committee of the Company “Notice of AGM” the notice of AGM as set out on pages AGM-1 to AGM-5 of this circular “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to authorize them to repurchase up to a maximum of 10% of the total number of the issued Share as at the date of passing of the proposed resolution at the AGM “Septwolves Group Holding” Septwolves Group Holding Co., Ltd.* (七匹狼控股集團股份有限 公司), a company incorporated in the PRC with limited liability on 25 February 2000, which is principally engaged in project investment and asset management “Septwolves Holdings” Septwolves Holdings Limited, a company incorporated in BVI with limited liability on 26 May 2017 “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) with a par value of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” or “Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong “Xiamen Byleasing” Xiamen Baiying Leasing Co., Ltd. (廈門百應融資租賃有限責任 公司), a company established in the PRC with limited liability on 9 March 2010 “%” per cent * for identification purpose only –2– LETTER FROM THE BOARD Byleasing Holdings Limited 百應租賃控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8525) Executive Directors Registered Office Mr. Zhou Shiyuan (Chairman) Cricket Square Mr. Chen Xinwei Hutchins Drive Mr. Huang Dake P. O. Box 2681 Grand Cayman KY1-1111 Non-executive Directors Cayman Islands Mr. Ke Jinding Principal Place of Business in Hong Kong Independent Non-executive Directors 31/F, Tower Two Mr. Tu Liaindong Times Square Mr. Chen Chaolin 1 Matheson Street Mr. Xie Mianbi Causeway Bay Hong Kong Headquarters and Principal Place of Business in the PRC Unit 1, 30/F No. 77 Tai Nan Road Siming District, Xiamen Fujian Province PRC 31 March 2020 To the Shareholders Dear Sir or Madam, (1) PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE NEW SHARES AND REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION The purpose of this circular is to provide the Shareholders with information in respect of, inter alia, the proposed granting of general mandates to issue and repurchase Shares, the proposed re-election of retiring Directors and to give the Shareholders the Notice of AGM. –3– LETTER FROM THE BOARD 2. GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES To seize market opportunities, ensure flexibility to issue new Shares and further provide financial support for the strategic development of the Company, ordinary resolutions will be proposed at the AGM to grant to the Directors a general mandate: (i) to allot, issue and deal with Shares with a total number not exceeding 20% of the total number of the issued Shares as at the date of passing of the proposed resolution at the AGM; and (ii) to repurchase Shares with a total number not exceeding 10% of the total number of the issued Shares as at the date of passing of the proposed resolution at the AGM, and to authorise an extension of the limit of the Issue Mandate granted by adding to it the total number of Shares repurchased by the Company under the Repurchase Mandate.