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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  Trinity Limited    891   BMG906241002

TRINITY LIMITED

(891)
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Trinity : Proposals for General Mandate to Issue Shares, General Mandate to Repurchase Shares, Re-election of Directors, Remuneration of Directors and Notice of Annual General Meeting

04/17/2019 | 09:53am EST

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 obtain independent professional advice or 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 Trinity Limited, you should at once hand this circular and the accompanying form of proxy and, if applicable, the annual report 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.

TRINITY LIMITED

利 邦 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 891)

PROPOSALS FOR

GENERAL MANDATE TO ISSUE SHARES

GENERAL MANDATE TO REPURCHASE SHARES

RE-ELECTION OF DIRECTORS

REMUNERATION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Trinity Limited to be held at Salon 1-3, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 29 May 2019 at 12:00 noon is set out on pages 18 to 21 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company's Hong Kong branch share registrar, 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 meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so desire.

* For identification purposes only

18 April 2019

CONTENT

Page

Definitions .

. . .

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

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

Appendix I

-

Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Appendix II

-

Information of Retiring Directors Proposed for Re-election . . . . . . . . .

10

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

Printed on environmentally-friendly paper

- i -

DEFINITIONS

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

"Annual General Meeting"

annual general meeting of the Company to be held at Salon 1-3,

or "AGM"

Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88

Queensway, Hong Kong on Wednesday, 29 May 2019 at 12:00 noon,

notice of which is set out on pages 18 to 21 of this circular

"Board"

board of Directors or a duly authorised committee thereof

"Bye-laws"

bye-laws of the Company

"Company"

Trinity Limited, a company incorporated in Bermuda with limited

liability, the Shares of which are listed on the Main Board of the

Stock Exchange

"Director(s)"

director(s) of the Company

"Group"

Company and its subsidiaries

"Hong Kong"

Hong Kong Special Administrative Region of the People's Republic

of China

"Latest Practicable Date"

11 April 2019, being the latest practicable date prior to the printing

of this circular for ascertaining certain information contained in this

circular

"Listing Rules"

Rules Governing the Listing of Securities on the Stock Exchange, as

amended from time to time

"Member(s)"

duly registered holder(s) from time to time of the Share(s)

"Notice"

notice of the Annual General Meeting set out on pages 18 to 21 of

this circular

"Share(s)"

share(s) of HK$0.10 each in the share capital of the Company

"Shareholder(s)"

holder(s) of Share(s) in issue

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

The Hong Kong Code on Takeovers and Mergers

"HK$" and "HK cents"

Hong Kong dollars and cents respectively, the lawful currency of

Hong Kong

"%"

per cent

- 1 -

LETTER FROM THE BOARD

TRINITY LIMITED 利 邦 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 891)

Executive Directors:

Registered Office:

Ms SUN Weiying (Chief Executive Officer)

Clarendon House

Mr Paul David HAOUZI (President)

2 Church Street

Ms QIU Chenran

Hamilton HM 11

Ms SU Xiao

Bermuda

Mr Kelvin HO Cheuk Yin (Chief Strategy Officer)

Principal Place of Business:

Non-executive Directors:

39/F, Dorset House

Mr QIU Yafu (Chairman)

Taikoo Place

Ms Sabrina FUNG Wing Yee (Deputy Chairman)

979 King's Road

Mr WONG Yat Ming

Quarry Bay

Mr Daniel LALONDE

Hong Kong

Independent Non-executive Directors:

Mrs Eva CHENG LI Kam Fun

Mr Michael LEE Tze Hau

Mr Patrick SUN

Mr Victor HUANG

Mr YANG Dajun

18 April 2019

To Shareholders

Dear Sirs or Madams

PROPOSALS FOR

GENERAL MANDATE TO ISSUE SHARES

GENERAL MANDATE TO REPURCHASE SHARES

RE-ELECTION OF DIRECTORS

REMUNERATION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purposes of this circular are to give you notice of the Annual General Meeting, and information on certain matters to be dealt with at the Annual General Meeting, which include (i) grant of general mandates to issue and repurchase Shares; (ii) re-election of Directors; and (iii) fixing of remuneration of Directors.

* For identification purposes only

- 2 -

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 17 May 2018 ("2018 AGM"), general and unconditional mandates were given to the Directors to allot, issue and deal with additional Shares and to repurchase Shares. These mandates will lapse at the conclusion of the Annual General Meeting.

The Directors believe that the renewal of such general mandates is in the interests of the Company and the Shareholders. Accordingly, the following ordinary resolutions will be proposed at the Annual General Meeting to give Directors general and unconditional mandates to exercise powers of the Company to issue and to repurchase Shares:

(i)an ordinary resolution (resolution numbered 5) to give the Directors a general and unconditional mandate to allot, issue and deal with additional Shares up to (a) 20% of the total number of issued Shares as at the date of the Annual General Meeting (the "Issue Mandate") plus (b) (if the Directors are so authorised by a separate resolution (resolution numbered 7) of the Shareholders) the total number of the Shares repurchased by the Company subsequent to the passing of such resolution by the Shareholders as described below (collectively the "Issue Mandates"); and

(ii)an ordinary resolution (resolution numbered 6) to give the Directors a general and unconditional mandate to repurchase Shares up to 10% of the total number of issued Shares as at the date of the Annual General Meeting (the "Repurchase Mandate").

Based on the 3,598,322,883 Shares in issue as at the Latest Practicable Date and assuming no Shares are issued or repurchased before the Annual General Meeting, the Company would be allowed to issue a maximum of 719,664,576 Shares under the Issue Mandate and to repurchase a maximum of 359,832,288 Shares under the Repurchase Mandate.

Shareholders are invited to refer to the Notice set out on pages 18 to 21 for full text of the above-mentioned ordinary resolutions in relation to the Issue Mandates and Repurchase Mandate. The explanatory statement required under rule 10.06(1)(b) of the Listing Rules containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

Pursuant to Bye-law 84 of the Bye-laws, at each annual general meeting one-third of the Directors shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. Accordingly, Mr Kelvin HO Cheuk Yin, Mr Michael LEE Tze Hau and Mr Patrick SUN shall retire by rotation at the Annual General Meeting and they, being eligible, will offer themselves for re-election.

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Trinity Ltd.  published this content on 17 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 17 April 2019 13:52:02 UTC


© Publicnow 2019
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Sales 2019 1 962 M 253 M 253 M
Net income 2019 50,4 M 6,50 M 6,50 M
Net Debt 2019 120 M 15,5 M 15,5 M
P/E ratio 2019 16,5x
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