THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer 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 Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

CHU KONG PETROLEUM AND NATURAL GAS STEEL PIPE HOLDINGS LIMITED

珠江石油天然氣鋼管控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1938)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited to be held at 7th Floor, W Hong Kong Hotel, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Tuesday, 18 June 2019 at 10:30 a.m. is set out on pages 18 to 22 of this circular.

Whether or not you are able to attend the annual general meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding 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.

23 April 2019

CONTENTS

Page

Definitions . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Appendix I

- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Appendix II

- Particulars of Directors for re-election . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

''2018 Annual Report''

the annual report of the Company for the financial year

ended 31 December 2018 despatched to the Shareholders

together with this circular

''AGM''

''Articles''

''Board''

''close associate(s)''

''Companies Law''

''Company''

''core connected person(s)''

''Director(s)''

''Extension Mandate''

''Group''

''HK$''

the annual general meeting of the Company to be held at 7th Floor, W Hong Kong Hotel, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Tuesday, 18 June 2019 at 10:30 a.m., the notice of which is set out on pages 18 to 22 of this circular, or any adjournment thereof

the articles of association of the Company as amended from time to time

the board of Directors

has the meaning as defined in the Listing Rules

the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited（珠江石油天然氣鋼管控股有限公司）, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed and traded on the Stock Exchange

has the meaning as defined in the Listing Rules

the director(s) of the Company

a general and unconditional mandate proposed to be granted to the Directors to the effect that the aggregate number of the Shares which may be allotted and issued under the Issue Mandate may be extended by an addition of an amount representing the aggregate number of Shares repurchased under the Repurchase Mandate

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

- 1 -

DEFINITIONS

''Hong Kong''

the Hong Kong Special Administrative Region of the PRC

''Issue Mandate''

a general and unconditional mandate proposed to be

granted to the Directors to exercise the power of the

Company to allot, issue and deal with unissued Shares

with an aggregate number of Shares not exceeding 20% of

the number of issued Shares as at the date of passing the

relevant resolution at the AGM

''Latest Practicable Date''

12 April 2019, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

for inclusion in this circular

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange, for the time being in force

''PRC''

the People's Republic of China, which for the purpose of

this circular, shall exclude Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan

''Repurchase Mandate''

a general and unconditional mandate proposed to be

granted to the Directors to exercise the power of the

Company to repurchase the Shares on the Stock Exchange

with an aggregate number of Shares not exceeding 10% of

the number of issued Shares as at the date of passing the

relevant resolution at the AGM

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong) for the time being in force

''Share(s)''

ordinary share(s) with a nominal value of HK$0.10 each in

the share capital of the Company

''Shareholder(s)''

holder(s) of the Shares

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''substantial shareholder(s)''

has the meaning as defined in the Listing Rules

''Takeovers Code''

the Code on Takeovers and Mergers issued by the

Securities and Futures Commission of Hong Kong, for the

time being in force

''%''

per cent

- 2 -

LETTER FROM THE BOARD

CHU KONG PETROLEUM AND NATURAL GAS STEEL PIPE HOLDINGS LIMITED

珠江石油天然氣鋼管控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1938)

Executive Directors:

Registered office:

Mr. CHEN Chang (Chairman)

Cricket Square

Ms. CHEN Zhao Nian

Hutchins Drive

Ms. CHEN Zhao Hua

P.O. Box 2681

Independent non-executive Directors:

Grand Cayman

KY1-1111

Mr. CHEN Ping

Cayman Islands

Mr. SEE Tak Wah

Head office and principal place of

Mr. TIAN Xiao Ren

business in the PRC:

Qinghe Road

Shiji Town

511450 Panyu District

Guangzhou City

Guangdong Province

The PRC

Principal place of business in Hong Kong:

Suite Nos. 1, 2 and 19

15th Floor, Tower 3

China Hong Kong City

33 Canton Road

Tsim Sha Tsui

Kowloon

Hong Kong

23 April 2019

Dear Shareholders,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the AGM and to provide you with

details of the resolutions to be proposed at the AGM including (i) the Issue Mandate; (ii) the

Repurchase Mandate; (iii) the Extension Mandate; and (iv) the proposed re-election of the

Directors.

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Ltd. published this content on 18 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 April 2019 09:12:06 UTC