SHIMAO GROUP HOLDINGS LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.
If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Shimao Property Holdings Limited, you should at once hand this document and 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.(Incorporated in the Cayman Islands with limited liability)
(Stock code: 813)
Mr. Hui Wing Mau (Chairman)
Mr. Hui Sai Tan, Jason (Vice Chairman)
Ms. Tang Fei
Mr. Liao Lujiang Mr. Kan Naigui
Mr. Liu Sai Fei
Ms. Kan Lai Kuen, Alice Mr. Lu Hong Bing
Mr. Lam Ching Kam
Registered Office:Cricket Square Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111 Cayman Islands
38th Floor, Tower One Lippo Centre
89 Queensway Hong Kong
18 April 2016
To the Shareholders
Dear Sir or Madam,
At the annual general meeting of Shimao Property Holdings Limited (the "Company") held on 8 June 2015, general and unconditional mandates were given to the directors of the Company (the
"Directors") to issue and buy back shares of the Company (the "Shares") and these general mandates will lapse at the conclusion of the forthcoming annual general meeting ("2016 AGM") unless renewed at that meeting. The Directors believe that a renewal of these general mandates is in the best interests of the Company and its shareholders. Accordingly, the following separate ordinary resolutions will be proposed at the 2016 AGM to give the Directors general and unconditional mandates to exercise powers of the Company to issue and buy back the Shares:
an ordinary resolution (resolution No. 5) to give the Directors a general and unconditional mandate to allot, issue and otherwise deal with additional Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the 2016 AGM (the "Issue Mandate"), equivalent to a maximum of 694,514,292 Shares if there is no change in the issued share capital of the Company prior to the date of the 2016 AGM;
an ordinary resolution (resolution No. 6) to give the Directors a general and unconditional mandate to buy back Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the 2016 AGM (the "Buy-back Mandate"), equivalent to a maximum of 347,257,146 Shares if there is no change in the issued share capital of the Company prior to the date of the 2016 AGM; and
conditional upon the passing of resolutions Nos. 5 and 6 as stated above, an ordinary resolution (resolution No. 7) to extend the Issue Mandate by an amount representing the aggregate nominal amount of Shares bought back by the Company under the Buy-back Mandate.
Details of the abovementioned ordinary resolutions are contained in the notice of the 2016 AGM set out in this document. An explanatory statement, as required by the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") to be sent to the shareholders in connection with the Buy-back Mandate, is also set out in the Appendix of this document. This contains all the information reasonably necessary to enable the shareholders to make an informed decision on whether or not to vote for or against the ordinary resolution to grant to the Directors the Buy-back Mandate at the 2016 AGM. The Directors wish to state that they have no immediate plan to issue or buy back any Shares pursuant to these mandates.
In accordance with Articles 86(3) and 87 of the Articles of Association of the Company (the "Articles of Association"), four Directors, namely, Ms. Tang Fei, Mr. Liao Lujiang, Mr. Kan Naigui and Mr. Lu Hong Bing (collectively, the "Retiring Directors") shall retire by rotation at the 2016 AGM respectively, all being eligible, have offered themselves for re-election as Directors at the 2016 AGM.
The details of the Retiring Directors proposed for re-election at the 2016 AGM are set out below:
As at 11 April 2016, being the latest practicable date prior to the printing of this document (the "Latest Practicable Date"), Ms. Tang has interests in 391,995 Shares within the meaning of Part XV of Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "SFO"). The service contract entered into by the Company with Ms. Tang provides for a fixed term of appointment but is subject to
retirement by rotation in accordance with the Articles of Association and may be terminated in accordance with the terms thereof. Ms. Tang received remuneration for the year 2015 of approximately RMB1,440,000 plus a discretionary bonus as disclosed in the audited consolidated financial statements of the Company for the year ended 31 December 2015. The board of directors of the Company (the "Board") determines Ms. Tang's emoluments by taking into consideration her duties and responsibilities within the Company and its subsidiaries (together the "Group"), the prevailing market rates as well as the Group's performance and remuneration policy.
As at the Latest Practicable Date, Mr. Liao has interests in 356,847 Shares within the meaning of Part XV of the SFO. The service contract entered into by the Company with Mr. Liao provides for a fixed term of appointment but is subject to retirement by rotation in accordance with the Articles of Association and may be terminated in accordance with the terms thereof. Mr. Liao received remuneration for the year 2015 of approximately RMB1,932,000 plus a discretionary bonus as disclosed in the audited consolidated financial statements of the Company for the year ended 31 December 2015. The Board determines Mr. Liao's emoluments by taking into consideration his duties and responsibilities within the Group, the prevailing market rates as well as the Group's performance and remuneration policy.
Mr. Kan Naigui, aged 48, has joined the Group since 2011 and has been an Executive Director since 15 January 2016. Mr. Kan is currently a Vice President of the Group, responsible for the cost management and design management of the Group. Mr. Kan holds a Master's Degree in Engineering from Chongqing Architectural University (重慶建築大學) (now being merged with Chongqing University) and has over 20 years' experience in real estate operation and management. Prior to joining the Group, Mr. Kan worked for China Overseas Property Group Co., Ltd. (中海地產集團有限公司) as a departmental general manager and as general manager of Tianjin office from 2006 to 2011.
As at the Latest Practicable Date, Mr. Kan has interests in 227,482 Shares within the meaning of Part XV of the SFO. The service contract entered into by the Company with Mr. Kan provides for a fixed term of appointment but is subject to retirement by rotation in accordance with the Articles of Association and may be terminated in accordance with the terms thereof. The annual emoluments payable by the Group to Mr. Kan are approximately RMB1,380,000 and discretionary bonus pegged to his performance. The Board determines Mr. Kan's emoluments by taking into consideration his duties and responsibilities within the Group, the prevailing market rates as well as the Group's performance and remuneration policy.
Mr. Lu Hong Bing, aged 49, has been an Independent Non-executive Director of the Company since 17 November 2004. Mr. Lu obtained a Master's Degree in law from East China University of Political Science and Law in 1991 and has more than 23 years' experience in corporate and securities laws in China. Mr. Lu currently serves as an independent non-executive director of ZTE Corporation, a company publicly listed on the Shenzhen Stock Exchange and the Stock Exchange. He is also an independent director of Shanghai Shentong Metro Co., Ltd. (上海申通地鐵股份有限公司), a company listed on the Shanghai Stock Exchange. Mr. Lu is an executive partner of the Grandall Legal Group, a vice-president of the Executive Council of the All China Lawyers Association, an arbitrator of the Shanghai International Economic and Trade Arbitration Commission, an arbitrator of the Shanghai Arbitration Committee, a concurrent professor of East China University of Political Science and Law and
the Shanghai Institute of Foreign Trade and a commissioner of the public offering commission of the Shanghai Stock Exchange. He was appointed as an independent non-executive director of Shimao International Holdings Limited from October 2001 to February 2005.
The service contract entered into by the Company with Mr. Lu provides for a fixed term of appointment but is subject to retirement by rotation in accordance with the Articles of Association and may be terminated in accordance with the terms thereof. Mr. Lu received a director's fee for the year 2015 of HK$360,000. The Board determines Mr. Lu's emoluments by taking into consideration his duties and responsibilities and the prevailing market rates.
Mr. Lu has served as an Independent Non-executive Director of the Company since November 2004. Notwithstanding such a long continuous period of his holding office as an Independent Non-executive Director, given that he has made a confirmation of his independence pursuant to the independence guidelines set out in the Listing Rules, the Company is satisfied with his independence and believes he is still independent. In addition, the Nomination Committee of the Company considered that his long service would not affect his exercise of independent judgment and was satisfied that Mr. Lu has the required character, integrity and experience to continue fulfilling the role of Independent Non-executive Director. Pursuant to the Corporate Governance Code set out in the Listing Rules, the re-election of Mr. Lu will be subject to a separate resolution to be approved by the shareholders at the 2016 AGM.
So far as the Directors are aware, save as disclosed above, (i) as at the Latest Practicable Date, none of the Retiring Directors had any interest within the meaning of Part XV of the SFO in the securities of the Company; (ii) none of the Retiring Directors held, or in the last 3 years held, any directorship in any publicly-listed company or held any other major appointments or qualifications; (iii) none of the Retiring Directors had any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company; and (iv) in relation to the proposed re-election of the Retiring Directors, there is no information which is discloseable nor is/was any of the Retiring Directors involved in any of the matters required to be disclosed pursuant to the requirements set out in Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the shareholders of the Company.
A notice convening the 2016 AGM is set out on pages 9 to 12 of this document. A form of proxy for use at the 2016 AGM is enclosed herewith. Whether or not you are able to attend the 2016 AGM, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the 2016 AGM. Completion and delivery of a form of proxy will not preclude you from attending and voting at the 2016 AGM or any adjournment thereof if you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands, if any. The chairman of the 2016 AGM will therefore put each of the resolutions to be proposed at the 2016 AGM to be voted by way of a poll. The poll results will be published on the Company's website at www.shimaoproperty.com and HKEx news website at www.hkexnews.hk pursuant to the Rule 13.39(5) of the Listing Rules.
Shimao Property Holdings Limited issued this content on 15 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 April 2016 10:23:15 UTC
Original Document: http://www.shimaoproperty.com/Upload/DownloadFile/ktYoWzr5mF41
