Amuse Group Holding Limited 佰悅集團控股有限公司

28 Pages·2017·0.21 MB·English

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 stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant
or other professional adviser.
If you have sold or transferred all your shares in Amuse Group Holding Limited (the “Company”), you
should at once hand this circular and the accompanying proxy form 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 the transferee.
Hong Kong Exchange 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.
Amuse Group Holding Limited
佰悅集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8545)
PROPOSED GRANTING OF GENERAL MANDATES
TO ISSUE NEW SHARES AND TO REPURCHASE SHARES
AND
PROPOSED RE-ELECTION OF DIRECTORS
AND
NOTICE OF THE 2018 ANNUAL GENERAL MEETING
A notice convening the 2018 annual general meeting of the Company to be held on Monday,
13 August 2018 at 11:00 a.m. at Unit 4608, 46/F, The Center, 99 Queens Road Central, Hong Kong
(the “2018 AGM”) is set out on pages 21 to 25 of this circular. A form of proxy for use at the
2018 AGM is enclosed with this circular. Such form of proxy is also published on the websites of The
Stock Exchange of Hong Kong Limited (the “Stock Exchange”) at www.hkexnews.hk and the Company
at www.amusegroupholding.com.
Whether or not you are able to attend the 2018 AGM, please complete and sign the enclosed form of proxy
in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch
share registrar and transfer office of the Company, 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 less than 48 hours
before the time appointed for the holding of the 2018 AGM or any adjournment thereof. Completion and
return of the form of proxy will not preclude shareholders from attending and voting in person at the 2018
AGM or any adjourned meeting thereof if they so wish.
This circular will remain on the Stock Exchange’s website at www.hkexnews.hk, the GEM website at
www.hkgem.com, on the “Latest Company Announcements” page for at least seven days from the date of
its posting and on the Company’s website at www.amusegroupholding.com.
* for identification purposes only 11 July 2018
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and
mid-sized companies to which a higher investment risk may be attached than other
companies listed on the Stock Exchange. Prospective investors should be aware of the
potential risks of investing in such companies and should make the decision to invest
only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized
companies, there is a risk that securities traded on GEM may be more susceptible to
high market volatility than securities traded on the Main Board and no assurance is
given that there will be a liquid market in the securities traded on GEM.
– i –
CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Proposed Granting of the Issuance Mandate and the Repurchase Mandate . . . 4
3. Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. 2018 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7. Statement of Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Appendix I — Explanatory Statement on the Repurchase Mandate . . . . . . . 7
Appendix II — Details of Directors Proposed to be
Re-elected at the 2018 AGM . . . . . . . . . . . . . . . . . . . . . . . . 11
Notice of the 2018 Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
– ii –
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context
otherwise requires:
“2018 AGM” an annual general meeting of the Company to be held on
Monday, 13 August 2018 at 11:00 a.m. at Unit 4608, 46/F,
The Center, 99 Queen’s Road Central, Hong Kong to
consider and, if appropriate, to approve the resolutions
contained in the AGM Notice which is set out on pages 21
to 25 of this circular, or any adjournment thereof
“AGM Notice” the notice convening the 2018 AGM set out on pages 21
to 25 of this circular
“Articles” or “Articles of the articles of association of the Company, as adopted on
Association” 16 November 2016 and amended from time to time
“Board” the board of the Directors
“Companies Law” the Companies Law, Cap. 22 (Laws of 1961, as
consolidated and revised) of the Cayman Islands
“Company” Amuse Group Holding Limited (佰悅集團控股有限公司),
a company incorporated in the Cayman Islands on 16
November 2016 as an exempted company with limited
liability and registered in Hong Kong as a non-Hong Kong
company under Part 16 of the Companies Ordinance
“Controlling Shareholders” a group of Shareholders which controls the Company
“Director(s)” the director(s) of the Company
“GEM” the GEM of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM as
amended, supplemented and/or otherwise modified from
time to time
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Issuance Mandate” as defined in paragraph 2(a) of the Letter from the Board
of this circular
– 1 –
DEFINITIONS
“Latest Practicable Date” 3 July 2018, being the latest practicable date prior to the
printing of this circular for ascertaining information in
this circular
“PRC” the People’s Republic of China
“Repurchase Mandate” as defined in paragraph 2(b) of the Letter from the Board
of this circular
“SFO” the Securities and Future Ordinance, Chapter 571 of the
Laws of Hong Kong
“Share(s)” ordinary share(s) with a nominal value of HK$0.01 each
in the share capital of the Company, or if there has been a
subsequent subdivision, consolidation, reclassification or
reconstruction of the share capital of the Company, shares
forming part of the ordinary equity share capital of the
Company
“Shareholder(s)” holder(s) of the Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Takeovers Code” the Hong Kong Code on Takeovers and Mergers, as
amended, supplemented and/or otherwise modified from
time to time
“%” per cent.
– 2 –
LETTER FROM THE BOARD
Amuse Group Holding Limited
佰悅集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8545)
Executive Directors: Registered office:
Mr. Li Wai Keung (Chairman and Chief Executive Officer) P.O. Box 1350
Mr. To Hoi Pan Clifton House
Ms. Lee Kwai Fong 75 Fort Street
Grand Cayman KY1-1008
Independent non-executive Directors: Cayman Islands
Ms. Chow Chi Ling Janice
Mr. Tung Man Principal place of business
Mr. Yu Pui Hang in Hong Kong:
Flat A–C, 3A/F,
Metex House
24–32 Fui Yiu Kok Street
Tsuen Wan
Hong Kong
11 July 2018
To the Shareholders,
Dear Sir or Madam,
PROPOSED GRANTING OF GENERAL MANDATES
TO ISSUE NEW SHARES AND TO REPURCHASE SHARES
AND
PROPOSED RE-ELECTION OF DIRECTORS
AND
NOTICE OF THE 2018 ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of
certain resolutions to be proposed at the 2018 AGM for (i) the granting of the Issuance Mandate
to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the extension
of the Issuance Mandate by adding to it the nominal amount of the issued Shares repurchased by
the Company under the Repurchase Mandate; and (iv) the re-election of Directors.
– 3 –
LETTER FROM THE BOARD
2. PROPOSED GRANTING OF THE ISSUANCE MANDATE AND THE REPURCHASE
MANDATE
Ordinary resolutions will be proposed at the 2018 AGM to approve the granting of the new
general mandates to the Directors:
(a) to allot, issue or deal with new Shares of an aggregate nominal amount not exceeding
20% of the aggregate nominal amount of the issued share capital of the Company as at
the date of passing such resolution (i.e. an aggregate nominal amount of Shares not
exceeding HK$2,000,000 (equivalent to 200,000,000 Shares) on the basis that the
existing issued share capital of the Company of 1,000,000,000 Shares remains
unchanged as at the date of the 2018 AGM) (the “Issuance Mandate”);
(b) to repurchase Shares, on the Stock Exchange or on any other stock exchange
recognized by the Securities and Futures Commission of Hong Kong and the Stock
Exchange, of an aggregate nominal amount not exceeding 10% of the aggregate
nominal amount of the issued share capital of the Company as at the date of passing
such resolution (i.e. an aggregate nominal amount of Shares not exceeding
HK$1,000,000 (equivalent to 100,000,000 Shares) on the basis that the existing issued
share capital of the Company of 1,000,000,000 Shares remains unchanged as at the
date of the 2018 AGM) (the “Repurchase Mandate”); and
(c) Subject to the passing of the aforesaid ordinary resolutions granting the Issuance
Mandate and the Repurchase Mandate, to extend the Issuance Mandate by an amount
representing the aggregate nominal amount of the Shares repurchased by the Company
pursuant to and in accordance with the Repurchase Mandate.
The Repurchase Mandate and the Issuance Mandate would expire at the earliest of: (a) the
conclusion of the next annual general meeting of the Company; or (b) the expiration of the
period which the next annual general meeting of the Company is required by the Articles or the
applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary
resolution of the Shareholders in a general meeting prior to the next annual general meeting of
the Company.
In accordance with the requirements of the GEM Listing Rules, the Company is required to
send to the Shareholders an explanatory statement containing all the information reasonably
necessary to enable them to make an informed decision on whether to vote for or against the
granting of the Repurchase Mandate. An explanatory statement containing information relating
to the Repurchase Mandate as required pursuant to the GEM Listing Rules, in particular
Rule 13.08 of the GEM Listing Rules, is set out in Appendix I to this circular. This explanatory
statement provides you with information reasonably necessary to enable you to make an
informed decision on whether to vote for or against the resolution relating to the Repurchase
Mandate. The Directors currently have no immediate plan to exercise the Issuance Mandate or
the Repurchase Mandate (if granted to the Directors at the 2018 AGM).
– 4 –
LETTER FROM THE BOARD
3. PROPOSED RE-ELECTION OF DIRECTORS
Pursuant to Article 83(3) of the Articles, any Director appointed by the Board to fill a
casual vacancy shall hold office until the first general meeting of the Company after his
appointment and be subject to re-election at such meeting and any Director appointed by the
Board as an addition to the existing Board shall hold office only until the next following general
meeting of the Company and shall then be eligible for re-election. Pursuant to Article 84(1) of
the Articles, one-third of the Directors for the time being (or, if their number is not a multiple of
three (3), the number nearest to but not less than one-third) shall retire from office by rotation at
each annual general meeting, provided that every Director shall be subject to retirement at an
annual general meeting at least once every three years.
As such, each of Mr. Li Wai Keung, Mr. To Hoi Pan, Ms. Lee Kwai Fong, Ms. Chow Chi
Ling Janice, Mr. Tung Man and Mr. Yu Pui Hang will retire from office as Director at the 2018
AGM and, being eligible, offer himself/herself for re-election.
The requisite details of the above Directors proposed to be re-elected at the 2018 AGM are
set out in Appendix II to this circular.
4. 2018 AGM AND PROXY ARRANGEMENT
A notice convening the 2018 AGM to be held on Monday, 13 August 2018 at 11:00 a.m. at
Unit 4608, 46/F, The Center, 99 Queens Road Central, Hong Kong for the purpose of
considering and, if thought fit, passing the resolutions as stated therein is set out on pages 21 to
25 of this circular.
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general
meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by
way of poll at the 2018 AGM. An announcement on the poll vote results will be published by the
Company after the 2018 AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing
Rules.
The 2018 annual report incorporating the audited consolidated financial statements of the
Group for the year ended 31 March 2018 and the reports of the Directors and the auditor thereon
are dispatched to the Shareholders together with this circular.
You will find enclosed with this circular a form of proxy for use at the 2018 AGM and such
form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk
and the Company at www.amusegroupholding.com. Whether or not you are able to attend the
2018 AGM, please complete and sign the enclosed form of proxy in accordance with the
instructions printed thereon and return it, together with the power of attorney or other authority
(if any) under which it is signed or a notarially certified copy of that power of attorney or
authority, to the office of the Hong Kong branch share registrar and transfer office of the
Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road
East, Hong Kong as soon as possible but in any event not less than 48 hours before the time
– 5 –
LETTER FROM THE BOARD
scheduled for holding the 2018 AGM or any adjournment thereof. Completion and return of the
form of proxy shall not preclude you from attending and voting in person at the 2018 AGM, and
in such event, your form of proxy shall be deemed to be revoked.
5. RECOMMENDATION
The Directors consider that the granting/extension of the Issuance Mandate, the Repurchase
Mandate and the re-election of the retiring Directors are all in the best interests of the Company
and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to
vote in favour of the relevant resolutions as set out in the AGM Notice to be proposed at the
2018 AGM.
6. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the 2018 AGM, the transfer books and
the register of members of the Company will be closed from Wednesday, 8 August 2018 to
Monday, 13 August 2018, both days inclusive, during which period no transfer of the Shares will
be registered. In order to establish the right to attend and vote at the 2018 AGM, all transfers,
accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong
branch share registrar and transfer office, Tricor Investor Services Limited, located at Level 22,
Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:00 p.m.
on Tuesday, 7 August 2018.
7. STATEMENT OF RESPONSIBILITY
This circular, for which the Directors collectively and individually accept full
responsibility, includes particulars given in compliance with the GEM 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.
8. ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this
circular: Appendix I – Explanatory Statement on the Repurchase Mandate; and Appendix
II – Details of Directors Proposed to be Re-elected at the 2018 AGM.
Yours faithfully,
By Order of the Board
Amuse Group Holding Limited
Li Wai Keung
Chairman and executive Director
– 6 –
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following is an explanatory statement required by the GEM Listing Rules to be sent to
the Shareholders to enable them to make an informed decision on whether to vote for or against
the ordinary resolution to be proposed at the 2018 AGM in relation to the granting of the
Repurchase Mandate.
1. REASON FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as
a whole to have a general authority from the Shareholders to enable the Directors to repurchase
Shares on the market. Such repurchases may, depending on market conditions and funding
arrangements at the time, lead to an enhancement of the net asset value per Share and/or
earnings per Share and will only be made when the Directors believe that such repurchases will
benefit the Company and the Shareholders as a whole.
The Directors are seeking the granting of the Repurchase Mandate to give the Company the
flexibility to do so if and when appropriate. The number of Shares to be repurchased on any
occasion and the price and other terms upon which the same are repurchased will be decided by
the Directors at the relevant time, having regard to the circumstances then pertaining.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised
1,000,000,000 Shares.
Subject to the passing of the ordinary resolution set out in item 6 of the notice of the 2018
AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued
ordinary share capital of the Company remains unchanged as at the date of the 2018 AGM, i.e.
being 1,000,000,000 Shares, the Directors would be authorised to exercise the Repurchase
Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a
maximum of 100,000,000 Shares, being 10% of the issued share capital of the Company as at
the date of the 2018 AGM. The Repurchase Mandate would expire at the earliest of: (a) the
conclusion of the next annual general meeting of the Company; or (b) the expiration of the
period which the next annual general meeting of the Company is required by the Articles or the
applicable laws of the Cayman Islands to be held; or (c) revocation or variation by an ordinary
resolution of the Shareholders in a general meeting prior to the next annual general meeting of
the Company.
3. FUNDING AND IMPACT OF REPURCHASES
Any repurchase will be funded from the Company’s internal resources, which shall be funds
legally available for such purpose in accordance with the memorandum of association and the
Articles of the Company, the GEM Listing Rules, the applicable laws of the Cayman Islands
and/or any other applicable laws, as the case may be.
– 7 –