TIDMCTI
RNS Number : 4855X
Cathay International Holdings Ld
28 August 2020
Cathay International Holdings Limited
( " Cathay " or the "Company " )
Notice of Annual General Meeting ("AGM")
Hong Kong, 28 August 2020 - Cathay International Holdings L imi
t e d (LSE: CTI.L) , an operator and investor in the growing
healthcare sector in the People ' s Republic of China, today
announces that a Annual General Meeting ("AGM") will be held at the
Hong Kong Office of the Company at Suites 1203-4,
12/F., Li Po Chun Chambers, 189 Des Voeux Road Central, Hong
Kong on 22 September 2020 at 4:00 p.m. (Hong Kong time) for the
purpose of considering and, if thought fit, passing the following
resolutions which will be proposed as Ordinary Resolutions, with
the exception of resolutions 6 and 7 which will be proposed as
Special Resolutions.
Ordinary Resolutions
1. To receive and adopt the Company's financial statements for
the year ended 31 December 2019 together with the Directors' Report
and the Independent Auditor's Report in respect of the financial
statements and the Directors' Remuneration Report for the year
ended 31 December 2019.
2. To re-elect as Independent Non-Executive Director Mr. Sum
Soon Lim, who retires by rotation, in accordance with Bye-Law 84 of
the Company's Bye-Laws.
3. To re-elect as Independent Non-Executive Director Mr. Kenneth
K. Toong, who retires by rotation, in accordance with Bye-Law 84 of
the Company's Bye-Laws.
4. To re-appoint BDO Limited as the Company's Auditor, to hold
office until the conclusion of the next general meeting at which
financial statements are laid before the Company and to authorise
the directors to fix its remuneration.
5. THAT the authority of the directors to exercise the power of
the Company to allot unissued shares comprised in the authorised
share capital of the Company, grant options over or otherwise
dispose of the same, as contained in Bye-Law 7 of the Bye- Laws of
the Company be and is hereby renewed, provided that this authority
shall (unless previously revoked or varied by the Company in
general meeting) be limited to:
(a) the allotment of shares up to an aggregate nominal amount of
USD12,818,398 representing not more than two thirds in nominal
value of the shares of the Company as at 24 August 2020 in
connection with an offer by way of rights issue to holders of
shares in proportion (as nearly as may be practicable) to their
respective holdings, but subject to such exclusions or other
arrangements as the Board may deem necessary or expedient in
relation to treasury shares, fractional entitlements, record dates,
legal or practical problems in or under the laws of any territory
or the requirements of any regulatory body or stock exchange;
and
(b) in any other case, the allotment of shares up to an
aggregate nominal amount of USD6,409,199 representing not more than
one third in nominal value of the shares of the Company as at 24
August 2020. provided that this authority shall expire fifteen
months after the date of the passing of this resolution or, if
earlier, at the conclusion of the next Annual General Meeting of
the Company ("the period of the authority") save that the Company
may before the expiry date of the period of the authority make an
offer or agreement which would or might require shares to be
allotted after such expiry and the directors may allot shares in
pursuance of any such offer or agreement as if the authority
conferred hereby had not expired.
Special Resolutions
6. THAT the directors be and are hereby empowered to allot
shares for cash as if Bye- Law 8 of the Bye-Laws of the Company did
not apply to any such allotment and so that the power conferred by
this resolution shall enable the Company to make any offer or
agreement before the expiry of the period of the authority (as
defined in the resolution numbered 5 in the notice of this meeting)
which would or might require shares to be allotted after the expiry
of such period and so that notwithstanding such expiry the
directors may allot shares pursuant to any such offer or agreement
previously made by the Company as if the power conferred hereby had
not expired.
PROVIDED however that the power conferred hereby shall:
(a) be limited:
(i) to the allotment of shares in connection with or pursuant to
any arrangement whereby the holders of shares at a record date or
dates adopted for the purposes of the arrangement are entitled to
acquire any shares of the Company issued for cash pursuant to such
arrangement, in the proportion (as nearly as may be) to such
holders' holdings of shares (or, as appropriate, to the numbers of
such shares which such holders are for the purpose deemed to hold)
subject to such exclusions or other arrangements as the directors
may consider necessary or expedient to deal with shares
representing fractional entitlements or the issue and/or transfer
and/or holding of any securities in uncertificated form or legal or
practical problems under or resulting from the apparent application
of the laws of any territory or the requirements of any recognised
regulatory body or stock exchange in any territory; and
(ii) to the allotment (otherwise than pursuant to sub-paragraph
(i) above) of shares having an aggregate nominal value or, in the
case of other equity securities, giving the right to subscribe for
or convert into shares having an aggregate nominal value not
exceeding USD961,380; and
(b) expire at the conclusion of the period of authority (as
defined above) except to the extent that the same is renewed or
extended prior thereto.
7. THAT the Company be and is hereby unconditionally and
generally authorised to make market purchases (as defined in
Section 693(4) of the Companies Act 2006 of the United Kingdom of
Great Britain and Northern Ireland) of Common shares of USD0.01 in
the capital of the Company provided that:
(a) the maximum number of shares hereby authorised to be acquired is 191,381,122;
(b) the minimum price which may be paid for such shares is USD0.01 per share;
(c) the maximum price which may be paid for such shares is, in
respect of a share contracted to be purchased on any day, an amount
equal to the higher of: (i) 105 per cent of the average of the
middle market quotations for such shares shown in the Daily
Official List of London Stock Exchange plc for the five business
days in respect of which such Daily Official List is published
immediately preceding the day on which the share is contracted to
be purchased; and (ii) the higher of the price of the last
independent trade and the highest current independent bid as
stipulated by the Buy-back and Stabilisation Regulations
(EC2273/2003) (in each case excluding expenses);
(d) the authority hereby conferred shall expire fifteen months
after the date of the passing of this resolution or, if earlier, at
the conclusion of the next Annual General Meeting of the Company;
and
(e) the Company may make a contract to purchase its own shares
under the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after the
expiry of such authority, and may make a purchase of its own shares
in pursuance of any such contract.
BY ORDER OF THE BOARD
Yiu Chi Hung, Company Secretary
-Ends-
For further enquiries, please contact:
Cathay International Holdings Limited
Eric Siu (Finance Director) Tel: +852 2828 9289
Patrick Sung (Director and Controller)
SPARK Advisory Partners Limited (financial adviser)
Andrew Emmott / James Keeshan Tel: +44 (0) 20 3368 3555
About Cathay
Cathay International Holdings Limited (LSE: CTI.L) is a main
market listed investment holding company and an operator and
investor in the healthcare sector in the People's Republic of China
(the "PRC"). The Company and its subsidiaries (collectively the
"Group") aim to leverage on investment opportunities in the growing
domestic demand for high quality healthcare products in the PRC and
build portfolio companies into market sector leaders with
competitive edge. Cathay has already demonstrated a track record of
identifying investment opportunities in this area including:
Lansen, a leading specialty pharmaceutical company focused on
rheumatology and dermatology in the PRC; Haizi, a company engaged
in the manufacture, marketing and sale of inositol and its
by-product, di-calcium phosphate; Natural Dailyhealth, a company
engaged in production and sales of plant extracts for use as key
active ingredients in healthcare products; and Botai, a company
engaged in collagen products.
The Group employs approximately 1,300 people across the PRC,
including over 20 specialist corporate and business development
staff based at the holding company's offices in Hong Kong and
Shenzhen. Cathay also has a hotel investment. For more information
please visit the Company's website: www.cathay-intl.com.hk.
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END
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August 28, 2020 06:57 ET (10:57 GMT)
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