GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY LIMITED 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.
GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY LIMITED大 成 生 化 科 技 集 團 有 限 公 司 *
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 00809) GRANT OF THE NEW ISSUE MANDATE AND THE REPURCHASE MANDATE, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETINGA notice convening the Annual General Meeting to be held at Admiralty Conference Centre, 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 11:15 a.m. on Monday, 6 June 2016 is set out on pages 14 to 18 of this circular.
Whether or not you intend to attend the Annual General Meeting, 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 and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
* for identification purposes only
29 April 2016
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the BoardIntroduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . 7 Appendix II - Details of the Directors proposed to be re-elected at the Annual General Meeting 11 Notice of Annual General Meeting 14In this Circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM Notice" the notice for convening the Annual General Meeting set out
on pages 14 to 18 of this circular
"Annual General Meeting" the annual general meeting of the Company to be convened
and held at Admiralty Conference Centre, 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 11:15 a.m. on 6 June 2016 and any adjournment thereof
"Articles of Association" the articles of association of the Company, as amended from
time to time
"Board" the board of Directors
"Companies Law" the Companies Law, Cap 22 (Law 3 of 1961, as consolidated
and revised) of the Cayman Islands
"Company" Global Bio-chem Technology Group Company Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange
"Director(s)" director(s) of the Company
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the
People's Republic of China
"Latest Practicable Date" 26 April 2016, being the latest practicable date prior to the
printing of this circular for ascertaining certain information herein
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"New Issue Mandate" a general and unconditional mandate proposed to be granted
to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the total number of issued shares of the Company as at the date of passing the relevant resolution at the Annual General Meeting
"Registrar" Tricor Tengis Limited, the Company's branch registrar and transfer office in Hong Kong, whose office is at Level 22,
Hopewell Centre, 183 Queen's Road East, Hong Kong
"Repurchase Mandate" a general and unconditional mandate proposed to be granted
to the Directors to enable them to repurchase Shares, the total number of shares of the Company which shall not exceed 10% of the total number of issued shares of the Company as at the date of passing the relevant resolution at the Annual General Meeting
"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
"Share(s)" ordinary share(s) of HK$0.10 each in the share capital of the Company
"Shareholder(s)" holder(s) of Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited "Takeovers Code" The Hong Kong Code on Takeovers and Mergers
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
Global Bio-Chem Technology Group Co. Ltd. issued this content on 29 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 April 2016 09:36:41 UTC
Original Document: http://www.globalbiochem.com/attachment/2016042917020100012501232_en.pdf
