• Abstract and Figures
• Public Full-text

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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Aoyuan Healthy Life Group Company Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker 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. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 3662) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND PROPOSE ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING The notice convening the annual general meeting of Aoyuan Healthy Life Group Company Limited to be held at Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Tuesday, 28 May 2019 at 10:30 a.m. is set out in this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.aoyuanjksh.com). Whether or not you are able to attend the annual general meeting, please complete and sign the enclosed form of proxy for use at the annual general meeting in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th 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 the meeting or the adjourned meeting (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 annual general meeting if they so wish. 23 April 2019 CONTENTS Page Definitions ..................................................................... 1 Letter from the Board 1. Introduction . ......................................................... 5 2. Proposed Re-election of Retiring Directors ................................ 6 3. Proposed Granting of General Mandate to Repurchase Shares . ............ 6 4. Proposed Granting of General Mandate to Issue Shares . .................... 6 5. Proposed Adoption of the Share Option Scheme ........................... 7 6. Annual General Meeting and Proxy Arrangement .......................... 9 7. Recommendation ...................................................... 10 8. Responsibility Statement ............................................... 10 Appendix I – Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting ..................... 11 Appendix II – Explanatory Statement on the Share Repurchase Mandate ......... 18 Appendix III – Summary of the Principal Terms of the Share Option Scheme ..... 21 Notice of Annual General Meeting ................................................ 33 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: ‘‘Adoption Date’’ 28 May 2019, being the date when the Share Option Scheme was adopted by resolution of the Shareholders ‘‘Annual General Meeting’’ the annual general meeting of the Company to be held at Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Tuesday, 28 May 2019 at 10:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 33 to 37 of this circular, or any adjournment thereof ‘‘Aoyuan Shares’’ ordinary shares of HK$0.01 each in the share capital of China Aoyuan ‘‘Articles of Association’’ the articles of association of the Company currently in force ‘‘Auditors’’ the auditors of the Company for the time being ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day (other than a Saturday or a Sunday) on which licensed banks are generally open for business in Hong Kong and the Stock Exchange is open for the business of dealing in securities ‘‘Cayman Companies Law’’ means the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands ‘‘chief executive’’ has the meaning ascribed to it under the Listing Rules ‘‘China Aoyuan’’ China Aoyuan Group Limited（中國奧園集團股份有限公 司）(formerly known as China Aoyuan Property Group Limited（中國奧園地產集團股份有限公司）), a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (stock code: 3883) ‘‘China Aoyuan Group’’ China Aoyuan and its subsidiaries (excluding the Company and its subsidiaries) – 1 – DEFINITIONS ‘‘Company’’ Aoyuan Healthy Life Group Company 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 ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘core connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘Eligible Person(s)’’ means any full-time or part-time employee of the Company or any member of the Group, including any executive director, non-executive director and independent non-executive director, and any supplier, customer, agent, advisor and consultant of the Group who, in the sole opinion of the Board, will contribute or have contributed to the growth of the Group ‘‘Group’’ the Company and its subsidiaries at the relevant time, or where the context refers to any time prior to the Company becoming the holding company of its present subsidiaries, the present subsidiaries of the Company and the business carried on by such subsidiaries or, as the case may be, the predecessors ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘INED(s)’’ the independent non-executive Director(s) ‘‘Issuance Mandate’’ a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting ‘‘Latest Practicable Date’’ 16 April 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular – 2 – DEFINITIONS ‘‘Listing Date’’ 18 March 2019, being the date on which the Shares are listed on the Stock Exchange ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time ‘‘Offer Date’’ in terms of the Options, the date on which an offer of Options is made to an Eligible Person, which must be a Business Day ‘‘Option(s)’’ right(s) granted to the Participant(s) to subscribe for the Shares pursuant to the terms of the Share Option Scheme ‘‘Option Period’’ means in respect of any particular Option, the period to be determined and notified by the Board to each Participant, which period may commence from the date of grant of the Option in accordance with the Share Option Scheme but shall end in any event not later than ten years from such date ‘‘Other Schemes’’ means any other share option schemes adopted by the Company from time to time pursuant to which options to subscribe for the Shares may be granted ‘‘Participant’’ anyEligiblePersonwhoacceptsorisdeemedtohave accepted the offer of any Option in accordance with the terms of the Share Option Scheme ‘‘PRC’’ the People’s Republic of China ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the issued capital of the Company or if there has been a subsequent sub- division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company ‘‘Share Repurchase Mandate’’ a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting ‘‘Shareholder(s)’’ holder(s) of Share(s) – 3 – DEFINITIONS ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Subscription Price’’ means the price per Share of which a Participant may subscribe for the Shares on the exercise of an Option pursuant to the terms of the Share Option Scheme ‘‘substantial shareholder’’ shall have the meaning ascribed to it under the Listing Rules ‘‘Takeovers Code’’ The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time ‘‘The Share Option Scheme’’ the Share Option Scheme adopted by the Company at the Annual General Meeting, a summary of the principal terms of which is set out in the Appendix III to this circular ‘‘Trading Day(s)’’ means a day on which trading of the Shares takes place on the Stock Exchange References to time and dates in this circular are to Hong Kong time and dates. This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail. – 4 – LETTER FROM THE BOARD (Incorporated in the Cayman Islands with limited liability) (Stock Code: 3662) Executive Directors: Registered Office: Mr.

Load more

  39

Copy Link