FUGUINIAO CO LTD 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.
富貴鳥股份有限公司
FUGUINIAO CO., LTD.(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1819)Notice convening the EGM to be held on Friday, 27 November 2015 at the meeting room of 4th Floor, Office Building, Fuguiniao Industrial Park, East Section, Baqi Road, Shishi City, Fujian Province, the PRC, is set out on pages 7 to 8 of this circular. Form of proxy for use at the EGM are also enclosed with this circular. Whether or not you intend to attend and vote at the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the H Shares registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in respect of H Shares), or to the Company's registered office in the PRC at Fuguiniao Industrial Park, East Section, Baqi Road, Shishi City, Fujian Province, the PRC (in respect of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish. Shareholders who intend to attend the EGM in person or by proxy should complete and return the reply slips to the Company on or before Friday, 6 November 2015 in accordance with the instructions printed thereon.
12 October 2015
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the BoardIntroduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Proposed Change of the Use of IPO Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Book Close Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Voting by poll at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7In this circular, the following expressions have the following meanings unless the context requires otherwise:
'Articles of Association' the articles of association of the Company; 'Board' the board of Directors of the Company;
'Company' Fuguiniao Co., Ltd. (富貴鳥股份有限公司), a joint
stock company incorporated in the PRC with its H Shares listed and traded on the Main Board of the Stock Exchange;
'Company Law' the Company Law (公司法) of the PRC adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on 29 December 1993 and effective from 1 July 1994, as amended, supplemented or otherwise modified from time to time;
'Director(s)' director(s) of the Company;
'Domestic Share(s)' the ordinary share(s) in the capital of the Company
with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Reminbi by PRC nationals and/or PRC corporate entities;
'EGM' the extraordinary general meeting of the Company to be held at 9:00 a.m. on Friday, 27 November 2015 at the meeting room of 4th Floor, Office Building, Fuguiniao Industrial Park, East Section, Baqi Road, Shishi Cit y, Fujian Province, the PRC or any adjournment thereof;
'Global Offering' as defined in the Prospectus;
'H Share(s)' the overseas listed foreign invested ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Main Board of the Stock Exchange;
'HK$' Hong Kong dollars, the lawful currency of Hong Kong;
'Hong Kong' the Hong Kong Special Administrative Region of the PRC;
'IPO Proceeds' the net proceeds received by the Company from the Global Offering, being approximately HK$1,134 million (after deducting underwriting commissions and related expenses);
'Latest Practicable Date' 9 October 2015, 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;
'PRC' the People's Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan;
'Prospectus' the prospectus of the Company dated 10 December 2013;
'RMB' Renminbi, the lawful currency of the PRC;
'Share(s)' the Domestic Share(s) and the H Share(s);
'Shareholder(s)' holder(s) of Share(s) of the Company; and
'Stock Exchange' The Stock Exchange of Hong Kong Limited.
If there is any inconsistency between the Chinese names of entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of company names in Chinese or another language which are marked with'*' and the Chinese translation of company names in English which are marked with'*' is for identification purpose only.
富貴鳥股份有限公司
FUGUINIAO CO., LTD.(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1819)Executive Directors:
Mr. Lam Wo Ping (Chairman)
Mr. Lam Wing Ho Mr. Lam Wo Sze
Mr. Lam Kwok Keung Mr. Hong Huihuang
Independent non-executive Directors:
Mr. Wang Zhiqiang Ms. Long Xiaoning Mr. Li Yuzhong
Ms. Chan Wah Man, Carman
Registered office:
Fuguiniao Industrial Park East Section, Baqi Road
Shishi City
Fujian Province The PRC
Principal place of business in Hong Kong:
Room 1908
19/F, West Tower Shun Tak Centre
168-200 Connaught Road Central Hong Kong
12 October 2015
To the Shareholders
Dear Sir or Madam,
-
INTRODUCTION
The purpose of this circular is to give you the notice of the EGM and provide you with relevant information to enable you to make informed decision on whether to vote for or against the ordinary resolution to be proposed at the EGM for the proposed change of the use of IPO Proceeds.
-
PROPOSED CHANGE OF THE USE OF IPO PROCEEDS
Reference is made to the Prospectus.
The H Shares of the Company became listed on the main board of the Stock Exchange on 20 December 2013 with net proceeds from the Global Offering of approximately HK$1,134 million (equivalent to approximately RMB905.7 million) (after deducting underwriting commissions and related expenses). To enhance the Company's fund management and the utilization of the IPO Proceeds, the Board proposes to adjust the intended use of IPO Proceeds as follows:
Intended use of the IPO Proceeds disclosed in the Prospectus Used IPO Proceeds(1) Remaining IPO Proceeds as of the Latest Practicable Date
Adjustment to the use of the balance of the IPO Proceeds(RMB) (RMB)
Approximately 60% (equivalent to approximately RMB543.5 million),
towards maintaining and expansion of our existing sales channels;
approximately
RMB24.5 million
approximately
RMB519 million
the unused balance of approximately
RMB519 million be adjusted for
repayment of
existing bank loans of the Group (which are used to settle
payment to suppliers and daily operating expenses).
25% (equivalent to approximately
RMB226.4 million), towards overseas expansion, including establishment
and development of overseas sales
channels, procurement of global raw materials, potential strategic
acquisitions and international market promotion and advertising;
approximately
RMB123.5 million
approximately
RMB102.9 million
the unused balance of approximately
RMB81.0 million be adjusted for
repayment of
existing bank loans of the Group (which are used to settle
payment to suppliers and daily operating expenses) and
approximately
RMB21.9 million be
adjusted for working capital and other
general corporate purposes.
Intended use of the IPO Proceeds disclosed in the Prospectus Used IPO Proceeds(1) Remaining IPO Proceeds as of the Latest Practicable Date
Adjustment to the use of the balance of the IPO Proceeds(RMB) (RMB)
10% (equivalent to approximately
RMB90.6 million), towards purchase of relevant electronic equipment and software to improve and enhance our information system, including the
implementation of various
applications, including, among others, ERP system and DRP system; and
approximately
RMB2.5 million
approximately
RMB88.1 million
the unused balance of approximately
RMB88.1 million be
adjusted for working capital and other
general corporate purposes.
The remaining 5% (equivalent to
approximately RMB45.2 million), for working capital and other general
corporate purposes.
approximately
RMB14.2 million
approximately
RMB31.0 million
Not applicable
Note:
(1) The amount of funds in this column were funded by the Company's internal resources, and shall be replaced with the funds from the IPO Proceeds when appropriate.
The Board considers that the above change of the use of the IPO Proceeds is more in line with the current business needs of the Company and is beneficial to the continued and rapid development of the Group's principal business, and is in the best interests of the Company and its Shareholders as a whole.
According to the Articles of Association and the relevant laws and regulations, the adjustment of the use of IPO Proceeds is subject to the approval of the Shareholders by way of ordinary resolution at the general meeting of the Company. An ordinary resolution to consider and approve the above change to the use of IPO Proceeds and to authorize the Board or any person authorized by the Board to change the use of IPO Proceeds as they deem necessary will be proposed at the EGM.
-
NOTICE OF EGM
The EGM will be held at the meeting room of 4th Floor, Office Building, Fuguiniao Industrial Park, East Section, Baqi Road, Shishi City, Fujian Province, the PRC at 9:00 a.m. on Friday, 27 November 2015. Notice convening the EGM is set out on pages 7 to 8 of this circular.
-
BOOK CLOSE PERIOD
In order to determine the qualification of Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 28 October 2015 to Friday, 27 November 2015 (both days inclusive). During such period, no transfer of Shares will be effected. In order to qualify to attend and vote at the EGM, holders of H Shares shall lodge relevant share transfer documents with
the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong and holders of Domestic Shares shall lodge relevant share transfer documents to the Company's registered office in the PRC at Fuguiniao Industrial Park, East Section, Baqi Road, Shishi City, Fujian Province, the PRC for registration not later than 4:30 p.m. on Tuesday, 27 October 2015.
-
VOTING BY POLL AT THE EGM
Pursuant to Rule 13.39(4) of the Listing Rules, the resolution to be proposed at the EGM as set out in the notice of EGM set out on pages 7 to 8 of this circular must be taken by poll. The chairman of the EGM will therefore demand a poll for every such resolution put to the vote at the EGM. On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share of the Company registered in his or her name in the register of Shareholders. A Shareholder entitled to more than one vote need not use all his or her votes or cast all the votes he or she uses in the same way.
-
RECOMMENDATION
The Board considers that the resolution set out in the notice of EGM is in the best interests of the Company and its Shareholders. As such, the Board recommends the Shareholders to vote in favor of the resolution set out in the notice of EGM which are to be proposed at the EGM.
- RESPONSIBILITY STATEMENT
In order to ascertain the entitlement of shareholders of the Company (the 'Shareholders') to attend and vote at the EGM, the H share register of members of the Company will be closed from Wednesday, 28 October 2015 to Friday, 27 November 2015 (both days inclusive), during which periods no transfer of Shares will be registered.
In order to qualify for attending and voting at the EGM, holders of H Shares of the Company (the 'H Shares') and holders of domestic Shares of the Company (the 'Domestic Shares') shall lodge transfer documents with the Company's H Share registrar in Hong Kong and the Company's registered office in the PRC, respectively, for registration before 4:30 p.m. on Tuesday, 27 October 2015.
Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and, in the event of a poll, vote on their behalves. A proxy need not be a Shareholder.
The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.
In order to be valid, the proxy form must be deposited, for the holders of H Shares, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, or for the holders of Domestic Shares, to the Company's registered office in the PRC, not less than 24 hours before the time for holding the EGM. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should you so wish.
Shareholders shall produce their identity documents and supporting documents in respect of Shares held when attending the EGM. If corporate Shareholders appoints authorised representative to attend the EGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the EGM.
Shareholders who intend to attend the EGM should complete and return the reply slip in writing by hand or by post to the Company's H Shares registrar in Hong Kong (for holders of H Shares) or the registered office of the Company in the PRC (for holders of Domestic Shares) on or before 6 November 2015.
The EGM is expected to be held for less than half a day. Shareholders who intend to attend the EGM shall arrange and bear their own transportation and accommodation expenses.
The name and address of the Company's H shares registrar in Hong Kong is as follows: Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17th Floor,
Hopewell Centre,
183 Queen's Road East, Wanchai,
Hong Kong
The registered office of the Company in the PRC is as follows: Fuguiniao Industrial Park,
East Section, Baqi Road, Shishi City,
Fujian Province, The PRC
Where there are joint registered holders of any Share(s), any one of such joint holders may attend and vote at the EGM, either in person or by proxy, in respect of such Share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
By order of the Board
Fuguiniao Co., Ltd. Lam Wo PingChairman
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
富貴鳥股份有限公司
FUGUINIAO CO., LTD.(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1819)1. To consider and approve the change of the use of the IPO Proceeds and authorize the Board or any person authorized by the Board to take any and all steps or sign any and all documents as they consider necessary, desirable or expedient in connection with the change of the use of the IPO Proceeds.
By order of the Board
Fuguiniao Co., Ltd. Lam Wo PingChairman
Hong Kong, 12 October 2015
Notes:
As at the date of this notice, the executive Directors are Mr. Lam Wo Ping (Chairman), Mr. Lam Wing Ho, Mr. Lam Wo Sze, Mr. Lam Kwok Keung and Mr. Hong Huihuang, and the independent non-executive Directors are Mr. Wang Zhiqiang, Ms. Long Xiaoning, Mr. Li Yuzhong and Ms. Chan Wah Man, Carman.
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