PINE TECHNOLOGY HOLDINGS LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited ("Stock Exchange") 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.
PINE TECHNOLOGY HOLDINGS LIMITED松景科技控股有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 1079) GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF RETIRING AUDITOR AND NOTICE OF ANNUAL GENERAL MEETINGA notice convening the annual general meeting of the Company to be held at Regus Business Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on 11 November, 2016 at 3:00 p.m. is set out on pages 10 to 13 of this circular. Whether you are able to attend or not, please complete and return the form of proxy accompanying this circular to the branch share registrar of the Company in Hong Kong as soon as possible and, in any event, not later than 3:00 p.m. on 9 November, 2016. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting if you wish.
3 October, 2016
* for identification purpose only
Page
Letter from the Board- Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
- General Mandate to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
- General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
- Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
- Re-appointment of Retiring Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
- Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
- Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
- Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
- Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
- General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . 5 Appendix II - Details of the Retiring Directors Proposed to be Re-elected . . . . . . . . . . . 8 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 PINE TECHNOLOGY HOLDINGS LIMITED松景科技控股有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 1079)Executive Directors:
Mr. Chiu Hang Tai
(Chairman and Chief Executive Officer)
Mr. Chiu Samson Hang Chin (Deputy Chairman)
Non-Executive Director:
Mr. Chiu Herbert H T
Independent Non-Executive Directors:
Mr. Li Chi Chung
Mr. So Stephen Hon Cheung Dr. Huang Zhijian
Registered Office: Clarendon House 2 Church Street
Hamilton HM 11 Bermuda
Head Office and Principal Place of Business in Hong Kong:
Unit 1201, 12/F.,
148 Electric Road North Point
Hong Kong
3 October, 2016
To the shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF RETIRING AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTIONAt the annual general meeting of PINE Technology Holdings Limited ("the Company", together with its subsidiaries, "the Group") to be held at Regus Business Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on 11 November, 2016 at 3:00 p.m. ("the AGM"), resolutions will be proposed to approve, among others (i) the grant of general mandates to allot, issue and deal with new shares and to repurchase shares of the Company to the directors of the Company ("the Directors"); (ii) the re- election of retiring directors of the Company and (iii) the re-appointment of retiring auditor of the Company.
* for identification purpose only
GENERAL MANDATE TO ISSUE NEW SHARESIt will be proposed at the AGM two ordinary resolutions respectively granting to the Directors a general mandate to allot, issue and deal with new shares of the Company not exceeding 20% of the total number of shares of the Company in issue on the date of the resolution ("Issue Mandate") and adding to such general mandate so granted to the Directors any shares representing the aggregate number of shares repurchased by the Company after the granting of the below repurchase mandate in order to provide flexibility for issuing new shares when it is in the interests of the Company.
As at 27 September, 2016 ("the Latest Practicable Date"), the total number of issued shares of the Company was 921,584,783 shares. Subject to the passing of the relevant ordinary resolution to approve the Issue Mandate and on the basis that no further shares of the Company ("the Shares") are issued or repurchased between the Latest Practicable Date and the AGM, the Company would be allowed under the Issue Mandate to allot a maximum of 184,316,956 Shares assuming the below repurchase mandate is not exercised.
The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate.
GENERAL MANDATE TO REPURCHASE SHARESAt the AGM, an ordinary resolution will be proposed that the Directors be granted a general mandate to exercise all powers of the Company to repurchase issued and fully paid Shares on the Stock Exchange ("Repurchase Mandate"). Under such mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the total number of shares of the Company in issue on the date of the resolution. The mandate allows the Company to make or agree to make repurchases only during the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or by the bye-laws of the Company ("the Bye-laws") or the date upon which such authority is revoked or varied by an ordinary resolution of the shareholders of the Company ("the Shareholders") in a general meeting of the Company.
As at the Latest Practicable Date prior to the printing of this circular, there were in issue an aggregate of 921,584,783 Shares. Exercise in full of the Repurchase Mandate, on the basis that no further Shares would be issued or repurchased, prior to the date of the AGM, would accordingly result in up to 92,158,478 Shares being repurchased by the Company. The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.
This circular contains the explanatory statement in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("the Listing Rules") and to give all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the aforesaid resolutions.
Pine Technology Holdings Ltd. published this content on 30 September 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 September 2016 11:48:04 UTC.
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