CHU KONG SHIPPING ENTERPRISES (GROUP) COMPANY LIMITED 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 your licensed securities dealer, bank manager, solicitor, certified public accountant or other professional adviser.
If you have sold or transferred all your shares in Chu Kong Shipping Enterprises (Group) Company Limited (the "Company"), you should at once hand this circular, with the accompanying proxy form, 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 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 Shipping Enterprises (Group) Co., Ltd.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00560)
- NON-EXEMPTCONTINUING CONNECTED TRANSACTIONS; AND
- NOTICE OF GENERAL MEETING
Independent Financial Adviser
Capitalised terms used in the cover page shall have the same meanings as those defined in this circular.
A letter from the Board (as defined herein) is set out on pages 5 to 15 of this circular. A letter from the Independent Board Committee is set out on pages 16 to 17 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the Non-Exempt Continuing Connected Transactions are set out on pages 18 to 39 of this circular.
A notice convening the General Meeting of the Company to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 20 January 2022 at 10:00 a.m. is set out on pages 44 to 45 of this circular.
Whether you are able to attend the General Meeting or not, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the completed proxy form to the Company's share registrar, Tricor Tengis Limited, at Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible, and in any event so that it is received not less than 48 hours before the time appointed for the General Meeting or adjourned meeting as the case may be. Submission of a proxy form shall not preclude you from attending the General Meeting or any adjournment of such meeting and voting in person should you so wish and in such event, the proxy form will be deemed to be revoked.
PRECAUTIONARY MEASURES FOR THE GENERAL MEETING
To protect the attending Shareholders, staff and stakeholders from the risk of infection of novel coronavirus ("COVID-19"), the Company will implement certain precautionary measures at the General Meeting against the pandemic. Please refer to the section "Precautionary Measures for the General Meeting".
5 January 2022
CONTENTS
Page | |
PRECAUTIONARY MEASURES FOR THE GENERAL MEETING . . . . . . . . . . | ii |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . | 16 |
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . | 18 |
APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . | 40 |
NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . | 44 |
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PRECAUTIONARY MEASURES FOR THE GENERAL MEETING
In view of the ongoing COVID-19 pandemic, the Company will implement the following precautionary measures at the General Meeting to protect attending Shareholders, staff and stakeholders from the risk of infection:
- compulsory body temperature screening/checks will be conducted for each attendee at each entrance of the General Meeting venue. Any attendee with a body temperature of over 37.4 degrees Celsius may be denied entry into the General Meeting venue or be required to leave the General Meeting venue;
- each attendee must wear a surgical face mask throughout the General Meeting and inside the General Meeting venue;
- distance between seats will be arranged in the General Meeting venue to ensure proper social distancing and each attendee will be assigned to a designated seating area; and
- no refreshment will be served, and no corporate gift will be distributed.
To the extent permitted under law, the Company reserves the right to deny entry into the General Meeting venue or require any person to leave the General Meeting venue in order to ensure the safety of the attendees at the General Meeting.
In the interest of all stakeholders' health and safety and consistent with the latest COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the General Meeting as their proxy to vote on the relevant resolutions at the General Meeting instead of attending the General Meeting in person.
The proxy form is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the Company's website at www.cksd.com. If you are not a registered Shareholder (if your shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.
If Shareholders have any questions relating to the General Meeting, please contact Tricor Tengis Limited, the Company's share registrar as follows:
Tricor Tengis Limited
Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
Email: is-enquiries@hk.tricorglobal.com
Tel: (852) 2980 1333
Subject to the development of the COVID-19, the Company may implement further changes and precautionary measures in relation to the General Meeting arrangements at short notice to comply with the requirements of the Hong Kong government. Shareholders are reminded to check the Company's website at regular intervals for further announcements and updates on the General Meeting arrangements. For the avoidance of doubt, the Company reserves the right to change the conditions in relation to the General Meeting in the event of changes in government regulations and non-adherence to any government regulations and/or precautionary measures in relation to the General Meeting arrangements by attendees at the General Meeting.
ii
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:
"associates" | has the meaning ascribed to it under the Listing Rules |
"Board" | the board of Directors |
"Company" | Chu Kong Shipping Enterprises (Group) Company Limited (stock code: |
00560), a company incorporated in Hong Kong with limited liability | |
under the Companies Ordinance and the shares of which are listed on | |
the Main Board of the Stock Exchange | |
"Companies Ordinance" | Companies Ordinance, Chapter 622 of the Laws of Hong Kong |
"connected person(s)" | has the meanings ascribed to it under the Listing Rules |
"controlling shareholder(s)" | has the meanings ascribed to it under the Listing Rules |
"Director(s)" | the director(s) of the Company |
"Existing Master Fuel | the agreement dated 12 October 2018 entered into between the Company |
Supply Agreement" | and GDPS in respect of the provision of diesel and lubricants by the |
Group to the passenger ferries and cargo vessels owned, chartered, | |
operated or acted as agent by the GDPS Group which expired on 31 | |
December 2021 | |
"Existing Master | the agreement dated 12 October 2018 entered into between the Company |
Transportation Agreement" | and GDPS regarding the provision of (i) shipping transportation |
services; (ii) hauling and trucking services; (iii) wharf cargo handling | |
services; and (iv) cargo agency services between Hong Kong and the | |
PRC by the GDPS Group to the Group which expired on 31 December | |
2021 | |
"General Meeting" | the general meeting of the Company to be convened and held at United |
Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, | |
Hong Kong on Thursday, 20 January 2022 at 10:00 a.m., Hong Kong for | |
the Independent Shareholders to consider and, if thought fit, approve the | |
Master Fuel Supply Agreement, the Master Transportation Agreement, | |
the Proposed Annual Caps and the transactions contemplated thereunder | |
"GDPS" | 廣東省港航集團有限公司 (Guangdong Provincial Port & Shipping Group |
Company Limited*), formerly known as 廣東省航運集團有限公司 | |
(Guangdong Province Navigation Group Company Limited*), a | |
state-owned enterprise established under the laws of the PRC which | |
indirectly holds approximately 70% of the total issued share capital of | |
the Company as at the Latest Practicable Date |
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DEFINITIONS | |
"GDPS Group" | GDPS, its subsidiaries and associates (other than the Group) |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"HK$" or "Hong Kong | Hong Kong dollars, the lawful currency of Hong Kong |
Dollars" | |
"Independent Board | an independent committee of the Board, comprising all its independent |
Committee" | non-executive Directors, namely Mr. Chan Kay-cheung, Ms. Yau Lai |
Man and Mr. Chow Bing Sing, formed to advise the Independent | |
Shareholders on the terms of the Non-Exempt Continuing Connected | |
Transactions and the Proposed Annual Caps | |
"Independent Financial | Frontpage Capital Limited, a licensed corporation to conduct Type 1 |
Adviser" | (dealing in securities) and Type 6 (advising on corporate finance) |
regulated activities for the purpose of the SFO, being the independent | |
financial adviser appointed by the Company to advise the Independent | |
Board Committee and the Independent Shareholders with regard to the | |
terms of the Master Fuel Supply Agreement and Master Transportation | |
Agreement, the Proposed Annual Caps and the transactions | |
contemplated thereunder | |
"Independent Shareholders" | Shareholders who are independent of and have no interest in the |
Non-exempt Continuing Connected Transactions | |
"Independent Third | independent third party(ies) who is/are not connected person(s) (as |
Party(ies)" | defined in the Listing Rules) of the Company and is/are independent of |
the Company and the connected person(s) of the Company (as defined | |
under the Listing Rules) | |
"Latest Practicable Date" | 30 December 2021, being the latest practicable date prior to the printing |
of this circular for ascertaining certain information contained herein | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
"Macau" | the Macau Special Administrative Region of the PRC |
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Chu Kong Shipping Enterprises (Group) Company Limited published this content on 05 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 January 2022 09:47:09 UTC.
