[Circulars - [General Mandate、Explanatory...]

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 a 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 China Aoyuan Property Group Limited, you
should at once hand this circular, together with the enclosed form of proxy, 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 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.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 3883)
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of China Aoyuan Property Group Limited to be
held at Rooms Peony, Magnolia and Camomile, Lower Level II, Kowloon Shangri-La, 64 Mody
Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 20 May 2015 at 11:00 a.m. is set
out on pages 14 to 17 of this circular. A form of proxy for use at the Annual General Meeting is
also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and
Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.aoyuan.com.cn).
Whether or not you are able to attend the Annual General Meeting, please complete and sign the
enclosed form of proxy in accordance with the instructions printed thereon and return it to the
Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services
Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon
as possible but in any event not less than 48 hours before the time appointed for the holding of
the Annual General Meeting or any adjournment thereof. Completion and return of the form of
proxy will not preclude shareholders from attending and voting in person at the Annual General
Meeting if they so wish.
20 April 2015
IMPORTANT
This circular (“Circular”) (in both English and Chinese versions) has been posted on
the Company’s website at http://www.aoyuan.com.cn and the website of Hong Kong
Exchanges and Clearing Limited at http://www.hkex.com.hk.
Shareholders who have chosen to receive the Company’s Corporate Communications
(including but not limited to annual report, summary financial report (where applicable),
interim report, summary interim report (where applicable), notice of meeting, listing
document, circular and proxy form) via the Company’s website and for any reason have
difficulty in gaining access to the Circular posted on the Company’s website will
promptly upon request be sent by post the Circular in printed form free of charge.
Shareholders may at any time change their choice of means of receipt and language of
the Corporate Communications.
Shareholders may request for printed copy of the Circular or change their choice of
means of receipt and language of the Corporate Communications by sending reasonable
notice in writing to the Company’s branch share registrar in Hong Kong, Computershare
Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road
East, Wanchai, Hong Kong or by sending an email to [email protected].
Shareholders who have chosen to receive the Company’s Corporate Communications
in either English or Chinese version will receive both English and Chinese versions of
this Circular since both languages are bound together into one booklet.
–i–
CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Letter from the Board
1.
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
2.
Proposed Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . .
4
3.
Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . .
4
4.
Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . .
4
5.
Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . .
5
6.
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Appendix I
– Details of the Retiring Directors Proposed to be
Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . .
6
– Explanatory Statement on the Share Repurchase Mandate . . . . .
10
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Appendix II
– ii –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall
have the following meanings:
“Annual General Meeting”
the annual general meeting of the Company to be held
at Rooms Peony, Magnolia and Camomile, Lower
Level II, Kowloon Shangri-La, 64 Mody Road, Tsim
Sha Tsui East, Kowloon, Hong Kong on Wednesday, 20
May 2015 at 11:00 a.m., to consider and, if
appropriate, to approve the resolutions contained in the
notice of the meeting which is set out on pages 14 to
17 of this circular, or any adjournment thereof;
“Articles of Association”
the articles of association of the Company currently in
force;
“Board”
the board of Directors;
“Company”
China Aoyuan Property Group Limited, a company
incorporated in the Cayman Islands with limited
liability, the Shares of which are listed on the Main
Board of the Stock Exchange;
“Director(s)”
the director(s) of the Company;
“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
People’s Republic of China;
“Issuance Mandate”
a general mandate proposed to be granted to the
Directors to allot, issue or deal with additional Shares
of not exceeding 20% of the total number of issued
shares of the Company as at the date of passing of the
proposed ordinary resolution contained in item 6 of the
notice of the Annual General Meeting as set out on
pages 15 to 16 of this circular;
“Latest Practicable Date”
13 April 2015, being the latest practicable date prior to
the printing of this circular for ascertaining certain
information in this circular;
“Listing Rules”
the Rules Governing the Listing of Securities on the
Stock Exchange;
“PRC”
the People’s Republic of China;
–1–
DEFINITIONS
“RMB”
Renminbi, the lawful currency of the PRC
“SFO”
the Securities and Futures Ordinance, Chapter 571 of
the Laws of Hong Kong;
“Share(s)”
ordinary share(s) of HK$0.01 each in the capital of the
Company or if there has been a subsequent sub-division,
consolidation, reclassification or reconstruction of the
share capital of the Company, shares forming part of the
ordinary equity share capital of the Company;
“Share Repurchase Mandate”
a general mandate proposed to be granted to the
Directors to repurchase Shares on the Stock Exchange
of not exceeding 10% of the total number of issued
shares of the Company as at the date of passing of the
proposed ordinary resolution contained in item 5 of the
notice of the Annual General Meeting as set out on
pages 14 to 15 of this circular;
“Shareholder(s)”
holder(s) of Share(s);
“Stock Exchange”
The Stock Exchange of Hong Kong Limited;
“Takeovers Code”
The Codes on Takeovers and Mergers approved by the
Securities and Futures Commission as amended from
time to time.
–2–
LETTER FROM THE BOARD
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 3883)
Executive Directors:
Mr Guo Zi Wen (chairman)
Mr Guo Zi Ning (vice chairman and
chief executive officer)
Mr Yang Zhong
Ms Zhong Ping
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Non-executive Director:
Mr Paul Steven Wolansky
Principal Place of Business in
Hong Kong:
Units 1901-2, 19th Floor
One Peking, No. 1 Peking Road
Tsim Sha Tsui, Kowloon
Hong Kong
Independent Non-executive Directors:
Mr Tsui King Fai
Mr Cheung Kwok Keung
Mr Hu Jiang
20 April 2015
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES
AND
NOTICE OF 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 Annual General Meeting to be held on 20 May
2015.
–3–
LETTER FROM THE BOARD
2.
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 87 of the Articles of Association, Mr Paul Steven Wolansky,
Mr Tsui King Fai and Mr Cheung Kwok Keung shall retire at the Annual General Meeting.
In addition, Ms Zhong Ping who was appointed by the Board on 30 June 2014 shall hold
office until the Annual General Meeting pursuant to Article 86(3) of the Articles of
Association. All of the above retiring Directors, being eligible, will offer themselves for
re-election at the Annual General Meeting.
Details of the retiring Directors are set out in Appendix I to this circular.
3.
PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on 8 May 2014, a general mandate
was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion
of the Annual General Meeting. In order to give the Company the flexibility to repurchase
Shares if and when appropriate, an ordinary resolution will be proposed at the Annual
General Meeting to approve the granting of the Share Repurchase Mandate to the Directors
to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of
issued Shares of the Company as at the date of passing of the proposed ordinary resolution
contained in item 5 of the notice of the Annual General Meeting as set out on pages 14 to
15 of this circular (i.e. a total of 278,384,535 Shares on the basis that the issued share
capital of the Company remains unchanged on the date of Annual General Meeting/no
further Shares are issued or repurchased before the Annual General Meeting). The Directors
wish to state that they have no immediate plan to repurchase any Shares pursuant to the
Share Repurchase Mandate.
An explanatory statement required by the Listing Rules to provide the Shareholders
with requisite information reasonably necessary for them to make an informed decision on
whether to vote for or against the granting of the Share Repurchase Mandate is set out in
Appendix II to this circular.
4.
PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 8 May 2014, a general mandate
was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of
the Annual General Meeting. In order to give the Company the flexibility to issue Shares if
and when appropriate, an ordinary resolution will be proposed at the Annual General
Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or
deal with additional Shares of not exceeding 20% of the total number of issued Shares of
the Company as at the date of passing of the proposed ordinary resolution contained in item
6 of the notice of the Annual General Meeting as set out on pages 15 to 16 of this circular
(i.e. a total of 556,769,070 Shares on the basis that the issued share capital of the Company
remains unchanged on the date of Annual General Meeting/no further Shares are issued or
repurchased before the Annual General Meeting). An ordinary resolution to extend the
Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to
the Share Repurchase Mandate will also be proposed at the Annual General Meeting.
–4–
LETTER FROM THE BOARD
The Directors wish to state that they have no immediate plan to issue any new Shares
pursuant to the Issuance Mandate.
5.
ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 14 to 17 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders
at a general meeting must be taken by poll except where the chairman decides, in good
faith, to allow a resolution which relates purely to a procedural or administrative matter to
be voted on by a show of hands. An announcement on the poll results will be published by
the Company after the Annual General Meeting in the manner prescribed under the Listing
Rules.
A form of proxy for use at the Annual General Meeting is enclosed with this circular
and such form of proxy is also published on the websites of Hong Kong Exchanges and
Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.aoyuan.com.cn).
To be valid, the form of proxy must be completed and signed in accordance with the
instructions printed thereon and deposited, together with the power of attorney or other
authority (if any) under which it is signed or a certified copy of that power of attorney or
authority at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong
Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,
Hong Kong as soon as possible but in any event not less than 48 hours before the time
appointed for holding the Annual General Meeting or any adjournment thereof. Completion
and delivery of the form of proxy will not preclude you from attending and voting at the
Annual General Meeting if you so wish.
6.
RECOMMENDATION
The Directors consider that the proposed re-election of retiring Directors and granting
of the Share Repurchase Mandate and the Issuance Mandate are in the best interests of the
Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to
vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
Guo Zi Wen
Chairman
–5–
APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO
BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer
themselves for re-election at the Annual General Meeting.
Ms Zhong Ping (“Ms Zhong”), aged 46, was appointed as an executive Director of
the Company on 30 June 2014. She is currently the chief financial officer, director of
Finance Centre and director of personnel assessment centre of the Company. She obtained a
Master Degree of Accountancy from Jinan University and is a certified tax advisor and
certified accountant in the PRC. She joined the Group in August 2003 and is mainly
responsible for the finance, internal audit, administration and human resources management
of the Group. Ms Zhong is the director of certain subsidiaries in the Group.
Save as disclosed above, Ms Zhong did not hold any directorship in other listed public
companies in the last three years and she is not related to any Directors, senior management,
other substantial or controlling Shareholders (as defined in the Listing Rules) of the
Company, nor does she hold any other positions with the Company or any of its
subsidiaries.
Ms Zhong has entered into a service contract with the Company for a term of 3 years
which can be terminated by either party giving 3 months’ written notice. She is subject to
retirement by rotation and re-election at least once every three years at the annual general
meeting in accordance with the articles of association of the Company. Ms Zhong is entitled
to receive a salary being HK$2,000,000 per annum, and a discretionary bonus of
HK$500,000 per annum which is based on the performance of the Company and of Ms
Zhong, determined by the Board or its delegated committee with reference to her duties and
responsibilities as well as the prevailing market conditions.
As far as the Directors are aware, as at the Latest Practicable Date, Ms Zhong had the
following interests in the Shares/underlying Shares of the Company and its associated
corporations pursuant to Part XV of the SFO:
Ms Zhong
No. of
Shares held
No. of share
options held
Total
% of the
issued share
capital
50,000
2,000,000
2,050,000
0.07%
Save as disclosed above, Ms Zhong did not have or was not deemed to have any other
interests or short positions in the Shares or underlying Shares of the Company or its
associated corporations pursuant to Part XV of the SFO.
There is no information which is discloseable nor is Ms Zhong involved in any of the
matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h)
to (v) of the Listing Rules and there are no other matters concerning Ms Zhong that need to
be brought to the attention of the Shareholders.
–6–
APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO
BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr Paul Steven Wolansky (“Mr Wolansky”), aged 59, was appointed as a
non-executive Director and a vice chairman of the Company from 3 April 2007 to 20
January 2011. On 24 February 2011, Mr Wolansky was re-designated as the Company’s
non-executive Director. He holds a Bachelor of Arts degree from Amherst College and a
Juris Doctor degree from Harvard Law School. Mr Wolansky has over 20 years of
experience in fund management and direct investment. He is the chairman and the chief
executive officer of New China Capital Management and its affiliates, the investment
managers for a series of Cathay funds. The Cathay funds are private equity investment funds
formed to make direct investments in companies operating in China. Cathay Sino Property
Limited, a substantial shareholder of the Company, is wholly owned by Cathay Capital
Holdings, L.P. From July 2007 to August 2012, Mr Wolansky was a non-executive director
of Centron Telecom International Holding Limited, a public company listed on the Main
Board of the Hong Kong Stock Exchange.
Save as disclosed above, Mr Wolansky did not hold any directorship in other listed
public companies in the last three years, and he is not related to any Directors, senior
management, other substantial or controlling Shareholders (as defined in the Listing Rules)
of the Company, nor does he hold any other positions with the Company or any of its
subsidiaries.
Pursuant to the appointment letter made between the Company and Mr Wolansky, the
appointment of Mr Wolansky is for a term of one year which can be terminated by either
party giving one month’s written notice. The letter may be extended for such period as the
Company and Mr Wolansky may agree in writing. Mr Wolansky is subject to retirement by
rotation and re-election at annual general meetings in accordance with the Articles of
Association of the Company. Mr Wolanksy’s existing remuneration is fixed at HK$60,000
per annum, which is commensurate with his duties and responsibilities as a non-executive
Director and the prevailing market situation.
As far as the Directors are aware, as at the Latest Practicable Date, Mr Wolansky had
the following interests in the Shares/underlying Shares of the Company and its associated
corporations pursuant to Part XV of the SFO:
Mr Wolansky
Note:
Capacity
Number of
shares held
Held by controlled
corporation
293,175,563
(Note)
Approx. % of
the issued share
capital of the
Company
10.53%
These 293,175,563 ordinary shares are registered in the name of Cathay Sino Property Ltd., which
is wholly-owned by Cathay Capital Holdings, L.P. Cathay Capital Holdings, L.P. is managed by its
general partner, Cathay Master GP, Ltd. which in turn is owned as to 45% by Mr Paul Steven
Wolansky as trustee.
–7–
APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO
BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, Mr Wolansky did not have or was not deemed to have any
other interests or short positions in the Shares or underlying Shares of the Company or its
associated corporations pursuant to Part XV of the SFO.
There is no information which is discloseable nor is Mr Wolansky involved in any of
the matters required to be disclosed pursuant to any of the requirements under Rule
13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr
Wolansky that need to be brought to the attention of the Shareholders.
Mr Tsui King Fai (“Mr Tsui”), aged 65, was appointed as an independent
non-executive Director of the Company on 13 September 2007. He is currently the chairman
of the Remuneration Committee, and a member of the Audit Committee and the Nomination
Committee of the Company. Mr Tsui holds a Master of Science in Accountancy degree and a
Bachelor of Business Administration degree with first class honours awarded by the
University of Houston. He is a fellow member of the Hong Kong Institute of Certified
Public Accountants, a member of the Institute of Chartered Accountants in Australia and a
member of the American Institute of Certified Public Accountants. He has over 30 years of
extensive experience in accounting, finance and investment management, particularly in
investments in Mainland China. Mr Tsui is a director and senior consultant of a registered
financial services company in Hong Kong. He had worked for two of the “Big Four” audit
firms in Hong Kong and the United States of America and served in various public listed
companies in Hong Kong in a senior capacity. Currently, Mr Tsui is an independent
non-executive director of Lippo Limited, Lippo China Resources Limited, Hongkong
Chinese Limited, Vinda International Holdings Limited and Newton Resources Limited, all
listed on the Main Board of the Stock Exchange.
Save as disclosed above, Mr Tsui did not hold any directorship in other listed public
companies in the last three years and he is not related to any Directors, senior management,
other substantial or controlling Shareholders (as defined in the Listing Rules) of the
Company, nor does he hold any other positions with the Company or any of its subsidiaries.
Mr Tsui has entered into a letter of appointment with the Company and is appointed for
a specific term commencing from 13 September 2007 which may be extended for such
period as the Company and Mr Tsui may agree in writing. As a director, Mr Tsui is subject
to retirement by rotation and re-election at annual general meetings in accordance with the
Articles of Association of the Company. Mr Tsui’s existing remuneration is HK$330,200 per
annum. Mr Tsui’s remuneration, which is commensurate with his duties and responsibilities
held, is approved by the Board with reference to the prevailing market situation for similar
appointment.
As far as the Directors are aware, as at the Latest Practicable Date, Mr Tsui was not
interested or deemed to be interested in any Shares or underlying Shares of the Company
within the meaning of Part XV of the SFO.
–8–
APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO
BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
There is no information which is discloseable nor is Mr Tsui involved in any of the
matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h)
to (v) of the Listing Rules and there are no other matters concerning Mr Tsui that need to be
brought to the attention of the Shareholders.
Mr Cheung Kwok Keung (“Mr Cheung”), aged 48, was appointed as an independent
non-executive director of the Company on 20 January 2011. He is currently the chairman of
the Audit Committee and a member of the Nomination Committee and the Remuneration
Committee of the Company. He is a fellow member of the Association of Chartered Certified
Accountants and an associate member of the Hong Kong Institute of Certified Public
Accountants. Mr Cheung has over 20 years of experience in auditing, accounting and
financial management. Mr Cheung is the chief financial officer and company secretary of
Lee & Man Paper Manufacturing Limited and he was until 25 April 2014, an independent
non-executive director of Sheng Yuan Holdings Limited, both of which are listed on the
Main Board of the Stock Exchange.
Save as disclosed above, Mr Cheung did not hold any directorship in other listed
public companies in the last three years, and he is not related to any Directors, senior
management, other substantial or controlling Shareholders (as defined in the Listing Rules)
of the Company, nor does he hold any other positions with the Company or any of its
subsidiaries.
Pursuant to the appointment letter made between the Company and Mr Cheung, the
appointment of Mr Cheung is for a term of one year commencing from 20 January 2011 and
thereafter may be extended for such period as the Company and Mr Cheung may agree in
writing. Mr Cheung is subject to retirement by rotation and re-election at annual general
meetings in accordance with the articles of association of the Company. Mr Cheung’s
remuneration is fixed at HK$325,000 per annum, which is commensurate with his duties and
responsibilities as an independent non-executive director and the prevailing market situation.
As far as the Directors are aware, as at the Latest Practicable Date, Mr Cheung was not
interested or deemed to be interested in any Shares or underlying Shares of the Company or
its associated corporations pursuant to Part XV of the SFO.
There is no information which is discloseable nor is Mr Cheung involved in any of the
matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h)
to (v) of the Listing Rules and there are no other matters concerning Mr Cheung that need
to be brought to the attention of the Shareholders.
–9–
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE
REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the
Shareholders with requisite information reasonably necessary for them to make an informed
decision on whether to vote for or against the ordinary resolution to be proposed at the
Annual General Meeting in relation to the granting of the Share Repurchase Mandate.
1.
SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised
2,783,845,354 Shares.
Subject to the passing of the ordinary resolution set out in item 5 of the notice of the
Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on
the basis that the issued share capital of the Company remains unchanged on the date of
Annual General Meeting/no further Shares are issued or repurchased before the Annual
General Meeting, i.e. being 2,783,845,354 Shares, the Directors would be authorized under
the Share Repurchase Mandate to repurchase, during the period in which the Share
Repurchase Mandate remains in force, a total number of 278,384,535 Shares, representing
10% of the total number of Shares in issue as at the date of the Annual General Meeting.
2.
REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the best
interests of the Company and the Shareholders.
Repurchases of Shares may, depending on the 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 a repurchase
will benefit the Company and the Shareholders.
3.
FUNDING OF REPURCHASE
In repurchasing Shares, the Company may only apply funds legally available for such
purpose in accordance with its Articles of Association, the laws of the Cayman Islands and/
or any other applicable laws, as the case may be.
4.
IMPACT OF REPURCHASE
There might be a material adverse impact on the working capital or gearing position of
the Company (as compared with the position disclosed in the audited accounts contained in
the annual report of the Company for the year ended 31 December 2014) in the event that
the Share Repurchase Mandate was to be carried out in full at any time during the proposed
repurchase period. However, the Directors do not intend to exercise the Share Repurchase
Mandate to such extent as would, in the circumstances, have a material adverse effect on the
working capital requirements of the Company or the gearing levels which in the opinion of
the Directors are from time to time appropriate for the Company.
– 10 –
APPENDIX II
5.
EXPLANATORY STATEMENT ON THE SHARE
REPURCHASE MANDATE
MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock
Exchange during each of the previous 12 months were as follows:
Month
6.
Highest
HK$
Lowest
HK$
2014
April
May
June
July
August
September
October
November
December
1.52
1.35
1.21
1.49
1.47
1.34
1.29
1.30
1.33
1.30
1.15
1.10
1.11
1.28
1.19
1.18
1.21
1.19
2015
January
February
March
April (up to the Latest Practicable Date)
1.37
1.28
1.42
1.61
1.21
1.22
1.23
1.36
GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the
Directors nor any of their respective close associates (as defined in the Listing Rules) have
any present intention to sell any Shares to the Company in the event that the granting of the
Share Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the
Listing Rules) of the Company that they have a present intention to sell any Shares to the
Company, or that they have undertaken not to sell any Shares held by them to the Company
in the event that the granting of the Share Repurchase Mandate is approved by the
Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the
Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in
accordance with the Listing Rules and the applicable laws of the Cayman Islands.
7.
TAKEOVERS CODE
If as a result of a buy-back of Shares pursuant to the Share Repurchase Mandate, a
Shareholder’s proportionate interest in the voting rights of the Company increases, such
increase will be treated as an acquisition of voting rights for the purposes of the Takeovers
– 11 –
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE
REPURCHASE MANDATE
Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the
meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s
interest, could obtain or consolidate control of the Company and thereby become obliged to
make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date and to the best of knowledge and belief of the
Directors, the following substantial Shareholders (as defined in the Listing Rules) were
directly or indirectly interested in 10% or more of the issued capital of the Company:
Name
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
Ace Rise Profits Limited (i)
Joy Pacific Group Limited (i)
Sturgeon Limited (i)
Asia Square Holdings Ltd. (i)
J. Safra Sarasin Trust Company
(Singapore) Ltd. (i)
Mr Guo Zi Wen (i)
Ms Jiang Miner (i)
Mr Selwyn Donald Sussman (ii) and (iii)
Cathay Sino Property Ltd. (ii)
Cathay Capital Holdings, L.P. (ii)
Cathay Master GP, Ltd. (ii)
Mr Paul Steven Wolansky (ii)
Trust Asset Management LLP (ii) and (iii)
Capital Asset Management, Inc. (iii)
Number of
Issued shares
Held/interested
Approximate
Percentage of
Shareholding
1,337,075,563
1,337,075,563
1,337,075,563
1,337,075,563
48.03%
48.03%
48.03%
48.03%
1,337,075,563
1,337,075,563
1,337,075,563
343,175,563
293,175,563
293,175,563
293,175,563
293,175,563
293,175,563
293,175,563
48.03%
48.03%
48.03%
12.33%
10.53%
10.53%
10.53%
10.53%
10.53%
10.53%
On the basis that no further shares are issued or repurchased prior to the Annual
General Meeting, in the event that the Directors exercised in full the power to repurchase
shares of the Company in accordance with the terms of the ordinary resolution no. 5 to be
proposed at the Annual General Meeting, the aforesaid interests of (1) Ace Rise Profits
Limited; (2) Joy Pacific Group Limited; (3) Sturgeon Limited; (4) Asia Square Holdings
Ltd.; (5) J. Safra Sarasin Trust Company (Singapore) Ltd.; (6) Mr Guo Zi Wen; (7) Ms Jiang
Miner; (8) Mr Selwyn Donald Sussman; (9) Cathay Sino Property Ltd.; (10) Cathay Capital
Holdings, L.P.; (11) Cathay Master GP, Ltd.; (12) Mr Paul Steven Wolansky; (13) Trust
Asset Management LLP; (14) Capital Asset Management, Inc. in the issued share capital of
the Company as at the Latest Practicable Date would be proportionally increased to
approximately (1) 53.37%; (2) 53.37%; (3) 53.37%; (4) 53.37%; (5) 53.37%; (6) 53.37%;
(7) 53.37%; (8) 13.70%; (9) 11.70%; (10) 11.70%; (11) 11.70%; (12) 11.70%; (13) 11.70%;
(14) 11.70% respectively.
On the basis of the aforesaid increase of shareholding held by each substantial
Shareholder set out above, the Directors are not aware of any consequences of such
buy-back of Shares that would result in any Shareholder, or group of Shareholders acting in
concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code
– 12 –
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE
REPURCHASE MANDATE
except that the persons set out in the above items nos. (1) to (7) may be required to make a
general offer if the Share Repurchase Mandate were exercised in full and the percentage
interests of the aforesaid persons over a 12-month period are increased by more than 2%.
The Directors have no present intention to exercise the Share Repurchase Mandate to such
an extent that would give rise to an obligation to make a mandatory offer in accordance with
Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares in the hands
of public Shareholders falling below the prescribed minimum percentage of required by the
Listing Rules.
Notes:
(1)
The 1,337,075,563 shares are registered in the name of Ace Rise Profits Limited. Ace Rise Profits
Limited is owned as to 90% by Joy Pacific Group Limited (which in turn is wholly-owned by
Sturgeon Limited) and as to 10% by Hopka Investments Limited. Sturgeon Limited is wholly-owned
by Asia Square Holdings Ltd., as nominee and trustee for J. Safra Sarasin Trust Company (Singapore)
Ltd. as the trustee holding such interests on trust for the beneficiaries of The Golden Jade Trust. The
Golden Jade Trust is a discretionary family trust established under the laws and regulations of
Singapore. As at the date of this circular, the settlors of The Golden Jade Trust are Mr Guo Zi Wen
and Ms Jiang Miner.
Since April 2013, upon completion of a share transfer, Ace Rise Profits Limited is owned as to 90%
by Joy Pacific Group Limited (which in turn is wholly-owned by Sturgeon Limited) and as to 10%
by Hopka Investments Limited, a company wholly-owned by Ms Su Chaomei who is the wife of Mr
Guo Zi Ning, a director of the Company. As a result, Mr Guo Zi Ning has a deemed effective interest
of about 4.80% of the Company. Since Ace Rise Profits Limited is not a controlled corporation of Mr
Guo Zi Ning or Ms Su Chaomei under the SFO, no notice has been be filed under the SFO by Mr
Guo Zi Ning in respect his deemed interest in Ace Rise Profits Limited.
8.
(2)
The 293,175,563 shares are registered in the name of Cathay Sino Property Ltd. which is
wholly-owned by Cathay Capital Holdings, L.P. Cathay Capital Holdings, L.P. is managed by its
general partner, Cathay Master GP, Ltd. which in turn is owned as to 45% by Mr Paul Steven
Wolansky as trustee, 45% by Trust Asset Management LLP. Cathay Capital Holdings, L.P., Cathay
Master GP Ltd., Mr Paul Steven Wolansky, Trust Asset Management LLP are all deemed to be
interested in the 293,175,563 shares under the SFO.
(3)
Capital Asset Management, Inc. is the general partner of Trust Asset Management LLP, which has
45% interest in Cathay Master GP, Ltd., the general partner of Cathay Capital Holdings, L.P. As Mr
Selwyn Donald Sussman (“Mr Sussman”) is holding 100% interest in Capital Asset Management,
Inc., Mr Sussman, Capital Asset Management, Inc. and Trust Asset Management LLP are all deemed
to be interested in the 293,175,563 shares held by Cathay Sino Property Ltd. The remaining
50,000,000 shares are held by Mr Sussman as his personal interests.
REPURCHASE OF SHARES MADE BY THE COMPANY
During the 6 months prior to the Latest Practicable Date, the Company had not
repurchased any of the Shares (whether on the Stock Exchange or otherwise).
– 13 –
NOTICE OF ANNUAL GENERAL MEETING
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 3883)
Notice is hereby given that an Annual General Meeting of China Aoyuan Property
Group Limited (the “Company”) will be held at Rooms Peony, Magnolia and Camomile,
Lower Level II, Kowloon Shangri-La, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong
Kong on Wednesday, 20 May 2015 at 11:00 a.m. for the following purposes:
1.
To receive and consider the audited consolidated financial statements of the
Company, the report of the directors and independent auditor’s report for the year
ended 31 December 2014.
2.
To declare a final dividend of RMB8.7 cents per share for the year ended 31
December 2014.
3.
To re-elect directors and to authorize the board of directors to fix the respective
directors’ remuneration.
4.
To re-appoint auditors and to authorize the board of directors to fix their
remuneration.
5.
To consider and, if thought fit, pass with or without amendments, the following
resolution as an ordinary resolution:
“THAT:
(a)
subject to paragraph (b) below, a general mandate be and is hereby generally
and unconditionally given to the directors of the Company to exercise during
the Relevant Period (as defined below) all the powers of the Company to
purchase its shares in accordance with all applicable laws, rules and
regulations;
(b)
the total number of shares of the Company to be repurchased pursuant to the
mandate in paragraph (a) above shall not exceed 10% of the total number of
issued Shares of the Company as at the date of passing of this resolution,
and if any subsequent consolidation or subdivision of shares is conducted,
the maximum number of shares that may be repurchased under the mandate
in paragraph (a) above as a percentage of the total number of issued shares
as at the date immediately before and after such consolidation or subdivision
shall be the same; and
– 14 –
NOTICE OF ANNUAL GENERAL MEETING
(c)
for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until
whichever is the earliest of:
(i)
the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general
meeting of the Company is required by the articles of association of the
Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or
varied by an ordinary resolution of the shareholders in general
meeting.”
6.
To consider and, if thought fit, pass with or without amendments, the following
resolution as an ordinary resolution:
“THAT:
(a)
subject to paragraph (c) below, a general mandate be and is hereby generally
and unconditionally given to the directors of the Company during the
Relevant Period (as defined below) to allot, issue and deal with additional
shares in the capital of the Company and to make or grant offers, agreements
and options which might require the exercise of such powers;
(b)
the mandate in paragraph (a) above shall authorize the directors of the
Company to make or grant offers, agreements and options during the
Relevant Period which would or might require the exercise of such powers
after the end of the Relevant Period;
(c)
the aggregate number of shares allotted or agreed conditionally or
unconditionally to be allotted by the directors pursuant to the mandate in
paragraph (a) above, otherwise than pursuant to:
(i)
a Rights Issue (as defined below);
(ii) the exercise of options under a share option scheme of the Company;
and
(iii) any scrip dividend scheme or similar arrangement providing for the
allotment of shares in lieu of the whole or part of a dividend on shares
of the Company in accordance with the articles of association of the
Company,
shall not exceed 20% of the total number of issued Shares of the Company
as at the date of the passing of this resolution, and if any subsequent
consolidation or subdivision of shares is conducted, the maximum number of
– 15 –
NOTICE OF ANNUAL GENERAL MEETING
shares that may be repurchased under the mandate in paragraph (a) above as
a percentage of the total number of issued shares as at the date immediately
before and after such consolidation or subdivision shall be the same; and
(d)
for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until
whichever is the earliest of:
(i)
the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general
meeting of the Company is required by the articles of association of the
Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or
varied by an ordinary resolution of the shareholders in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the
directors to holders of shares of the Company or any class thereof on the
register on a fixed record date in proportion to their then holdings of such
shares or class thereof (subject to such exclusions or other arrangements as
the directors may deem necessary or expedient in relation to fractional
entitlements or having regard to any restrictions or obligations under the
laws of any relevant jurisdiction or the requirements of any recognized
regulatory body or any stock exchange).”
7.
To consider and, if thought fit, pass with or without amendments, the following
resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 5 and 6 of
the notice convening this meeting (the “Notice”), the general mandate referred to
in the resolution set out in item 6 of the Notice be and is hereby extended by the
addition to the aggregate number of shares which may be allotted and issued or
agreed conditionally or unconditionally to be allotted and issued by the directors
pursuant to such general mandate of the number of shares repurchased by the
Company pursuant to the mandate referred to in resolution set out in item 5 of the
Notice, provided that such amount shall not exceed 10% of the total number of
issued Shares of the Company as at the date of the passing of this resolution.”
By Order of the Board
Guo Zi Wen
Chairman
Hong Kong, 20 April 2015
– 16 –
NOTICE OF ANNUAL GENERAL MEETING
Notes:
1.
All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a
resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing
Rules”) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing
Limited and the Company in accordance with the Listing Rules.
2.
Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a
proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If
more than one proxy is so appointed, the number of shares in respect of which each such proxy is so
appointed must be specified in the relevant form of proxy.
3.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under
which it is signed or a certified copy of that power of attorney or authority, must be deposited at the
Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at
17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before
the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of
proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting
and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4.
For determining the entitlement to attend and vote at the above meeting, the Register of Members of the
Company will be closed from Saturday, 16 May 2015 to Wednesday, 20 May 2015, both dates inclusive,
during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the
above meeting, unregistered holders of shares of the Company shall ensure that all transfer documents
accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in
Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell
Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 15
May 2015.
5.
For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at
the Annual General Meeting), the Register of Members of the Company will be closed from Wednesday, 27
May 2015 to Friday, 29 May 2015, both dates inclusive, during which period no transfer of shares will be
registered. In order to qualify for the proposed final dividend, unregistered holders of shares of the
Company shall ensure that all transfer documents accompanied by the relevant share certificates must be
lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor
Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong
Kong for registration not later than 4:30 p.m. on Tuesday, 26 May 2015.
– 17 –