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 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 New Provenance Everlasting Holdings Limited (the 'Company'), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the stockbroker, other registered dealer in securities, the bank 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.

New Provenance Everlasting Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 2326)

PROPOSED AMENDMENTS TO THE BYE-LAWS AND

PROPOSED ADOPTION OF THE NEW BYE-LAWS;

GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong at 10 a.m. on Friday, 16 September 2022 is set out on pages 69 to 75 of this circular. Whether or not you are able to attend the AGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's Hong Kong branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong* as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment meeting thereof should you so wish.

PRECAUTIONARY MEASURES FOR PHYSICAL ATTENDANCE AT THE AGM

The following precautionary measures will be implemented at the AGM:

  1. compulsory temperature screening/checks;
  2. submission of Health Declaration Form, and scanning of the "LeaveHomeSafe" venue QR code or registering contact details in written from;
  3. wearing of surgical face masks; and
  4. no provision of refreshments or drinks.

Attendees who do not comply with the precautionary measures referred to in (1) to (3) above may be denied entry to the AGM venue at the absolute discretion of the Company as permitted by law.

For the health and safety of AGM attendees, the Company would encourage Shareholders to exercise their right to attend and vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of physically attending the AGM.

14 July 2022

  • The address will be changed to 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong with effect from 15 August 2022.

ARRANGEMENTS ON ATTENDANCE OF THE AGM AND VOTING BY PROXY

VOTING BY APPOINTING THE CHAIRMAN OF THE AGM AS PROXY

To further reduce the risk of the novel coronavirus spreading at the AGM by limiting the number of attendees, Shareholders are strongly encouraged to consider appointing Chairman of the AGM as their proxy to vote on the resolutions for them.

Shareholders may exercise their voting rights at the AGM via proxy voting and may appoint the Chairman of the AGM as proxy. Completed forms of proxy should be received by the Company's Hong Kong branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong* as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjourned meeting thereof.

The proxy form can be downloaded from the "Investor Relations" section of the Company's website at www.npegroup.com.hk or the website of the Stock Exchange at www.hkexnews.hk. The Company will continue to monitor the evolving COVID-19 situation and may adjust and/or implement additional precautionary measures as the public health situation changes.

- i -

CONTENTS

Page

DEFINITIONS

. . . .

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

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

APPENDIX I

-

EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

APPENDIX II

-

DETAILS OF THE RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . .

11

APPENDIX III

-

COMPARATIVE TABLES OF THE AMENDMENTS

TO THE BYE-LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

AGM NOTICE.

. . . .

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

69

ACCOMPANYING DOCUMENT - FORM OF PROXY

- ii -

DEFINITIONS

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

"AGM"

the annual general meeting of the Company to be convened

at 10/F, United Centre, 95 Queensway, Admiralty, Hong

Kong at 10 a.m. on Friday, 16 September 2022 (or any

adjourned meeting thereof) for the purpose of considering,

if thought fit, approving the resolutions proposed in the

AGM Notice

"AGM Notice"

"Board"

"Bye-laws"

"Company"

the notice convening the AGM as set out on pages 69 to 75 of this circular

the board of Directors

the bye-laws of the Company currently in force

New Provenance Everlasting Holdings Limited (Stock Code: 2326), a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange

"Director(s)"

"Group"

"Hong Kong"

"New Bye-laws"

the director(s) of the Company

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the People's Republic of China

the amended bye-laws of the Company incorporating and consolidating all the proposed amendments to the Bye- Laws, proposed to be adopted by the Company at the AGM

"Issue Mandate"

the general mandate proposed to be granted to the Directors

at the AGM to exercise the powers of the Company to allot,

issue and otherwise deal with authorised and unissued

Shares not exceeding 20% of the total number of issued

shares of the Company as at the date of passing of relevant

resolution for approving the mandate

- 1 -

DEFINITIONS

"Latest Practicable Date"

"Listing Rules"

"Repurchase Mandate"

"SFO"

"Share(s)"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

"HK$"

"%"

7 July 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

the Rules Governing the Listing of Securities on the Stock Exchange

the general mandate proposed to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of issued shares of the Company as at the date of passing of the relevant resolution for approving the mandate

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

ordinary share(s) of HK$0.0002 each in the share capital of the Company

the holder(s) of the Share(s)

the Stock Exchange of Hong Kong Limited

the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs

Hong Kong dollars, the lawful currency of Hong Kong

per cent

- 2 -

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New Provenance Everlasting Holdings Limited published this content on 13 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 July 2022 11:03:06 UTC.