Red Star Macalline Group Corporation Ltd.

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about any of the aspect of this supplemental circular or as to the action to be taken, you should consult your stock broker 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 Red Star Macalline Group Corporation Ltd., you should at once hand this supplemental circular together with the supplemental proxy form to the purchaser or transferee or to the bank, licensed securities dealers 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 supplemental 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 supplemental circular. Red Star Macalline Group Corporation Ltd. (A sino-foreign joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1528) SUPPLEMENTAL CIRCULAR OF THE 2017 AGM EXPANSION IN THE COMPANY S SCOPE OF BUSINESS AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION SATISFACTION OF CONDITIONS FOR THE ISSUANCE OF THE RENEWABLE CORPORATE BONDS OF THE COMPANY PROPOSED ISSUANCE OF THE RENEWABLE CORPORATE BONDS BY THE COMPANY AUTHORIZATION TO THE BOARD AND SUCH PERSONS AUTHORIZED BY THE BOARD TO HANDLE IN FULL DISCRETION ALL RELATED MATTERS IN CONNECTION WITH THE ISSUANCE OF RENEWABLE CORPORATE BONDS AND SUPPLEMENTAL NOTICE OF 2017 ANNUAL GENERAL MEETING This supplemental circular (the Supplemental Circular ) should be read in conjunction with the circular of Red Star Macalline Group Corporation Ltd. (the Company ) dated 24 April 2018 (the First Circular ). The supplemental notice of the 2017 AGM is set out on pages 10 to 12 of this Supplemental Circular. The 2017 AGM will be held at 1:00 p.m. on Friday, 8 June 2018 at Huaxia Hall, Shanghai Ship Hotel, No Hangnan Road, Nanqiao Town, Fengxian District, Shanghai, PRC as scheduled. If you intend to appoint a proxy to attend the 2017 AGM, you are required to complete and return the accompanying supplemental proxy form in accordance with the instructions printed thereon not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be) (which is 1:00 p.m. on 7 June 2018 (Thursday) (or other date in the event of any adjournment thereof)). Completion and return of the supplemental proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish. 18 May 2018

2 CONTENTS Page LETTER FROM THE BOARD INTRODUCTION ADDITIONAL RESOLUTIONS ANNUAL GENERAL MEETING RECOMMENDATION... 9 SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING i

3 Red Star Macalline Group Corporation Ltd. (A sino-foreign joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1528) Executive Directors: Mr. Che Jianxing Ms. Zhang Qi Ms. Che Jianfang Mr. Jiang Xiaozhong Non-executive Directors: Ms. Chen Shuhong Mr. Xu Guofeng Mr. Joseph Raymond Gagnon Mr. Zhang Qiqi Independent non-executive Directors: Mr. Li Zhenning Mr. Ding Yuan Mr. Lee Kwan Hung Mr. Qian Shizheng Registered office in the PRC: Suite F801, 6/F No. 518, Linyu Road Pudong New District Shanghai PRC Principal place of business in Hong Kong: 36/F, Tower 2 Times Square 1 Matheson Street Causeway Bay Hong Kong Dear Sir or Madam, SUPPLEMENTAL CIRCULAR OF THE 2017 AGM EXPANSION IN THE COMPANY S SCOPE OF BUSINESS AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION SATISFACTION OF CONDITIONS FOR THE ISSUANCE OF THE RENEWABLE CORPORATE BONDS OF THE COMPANY PROPOSED ISSUANCE OF THE RENEWABLE CORPORATE BONDS BY THE COMPANY AUTHORIZATION TO THE BOARD AND SUCH PERSONS AUTHORIZED BY THE BOARD TO HANDLE IN FULL DISCRETION ALL RELATED MATTERS IN CONNECTION WITH THE ISSUANCE OF RENEWABLE CORPORATE BONDS AND SUPPLEMENTAL NOTICE OF 2017 ANNUAL GENERAL MEETING 1

4 1. INTRODUCTION This supplemental circular (the Supplemental Circular ) should be read in conjunction with the circular of Red Star Macalline Group Corporation Ltd. (the Company ) dated 24 April 2018 (the First Circular ). Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the First Circular. The purpose of this Supplemental Circular is to provide you with the supplemental notice of the 2017 AGM, together with information of the additional resolutions to be considered at the AGM, to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM. 2. ADDITIONAL RESOLUTIONS Based on the proposal by the Shareholders, four special resolutions will be proposed at the AGM in accordance with the relevant requirements of the Company Law of the People s Republic of China and the Articles of Association. A. To consider and approve the resolution for the proposed expansion in the Company s scope of business and amendments to the Articles of Association Due to the Company s needs for business development, the Company proposes to add exhibition and display services in the business scope. The changed business scope will be providing the invested enterprises with management service, enterprise management consulting and product information consulting; providing the home furnishing business stores with design planning and management services, wholesale of furniture, building materials (steel exclusive) and decoration materials, and relevant supporting services; exhibition and display services. (products involving quota license or special management provisions shall be subject to relevant state regulations) projects requiring statutory approval may only commence business activity upon receiving approval from the authorities. 2

5 Due to the change of the scope of business and operation needs of the Company, it is proposed to amend the corresponding articles of the Articles of Association in accordance with the relevant laws, administrative regulations and the needs of the Company s development. Details are as follows: Serial Number Original article (Note) Amended article 1. Article 11 The business scope of the Company shall be as approved by the company examination and approval authority and industrial and commercial administration authority. Article 11 The business scope of the Company shall be as approved by the company examination and approval authority and industrial and commercial administration authority. The business scope of the Company is: Providing the invested enterprises with management service, enterprise management consulting and product information consulting; providing the home furnishing business stores with design planning and management services, wholesale of furniture, building materials (steel exclusive) and decoration materials, and relevant supporting services. (products involving quota license or special management provisions shall be subject to relevant state regulations) (with license if required). The business scope of the Company is: Providing the invested enterprises with management service, enterprise management consulting and product information consulting; providing the home furnishing business stores with design planning and management services, wholesale of furniture, building materials (steel exclusive) and decoration materials, and relevant supporting services; exhibition and display services. (products involving quota license or special management provisions shall be subject to relevant state regulations) (with license if required). Note: The article has been considered and approved at the first extraordinary general meeting for 2018 of the Company on 25 April 2018, and is still subject to registration of changes with the industrial and commercial authorities. The above addition to the business scope is subject to the final approval of the industrial and commercial administrative authorities. Save for the above amendments, other provisions of the Articles of Association will remain unchanged. It is proposed at the general meeting to authorize the Board and persons authorized by the Board to handle relevant formalities for changes in industrial and commercial registration. The resolution is hereby proposed at the AGM for consideration and approval by the Shareholders. 3

6 B. To consider and approve the resolution relating to the satisfaction of the conditions for the issuance of the renewable corporate bonds of the Company Pursuant to the Company Law of the People s Republic of China, Securities Law of the People s Republic of China, Administrative Measures for the Issuance and Trading of Corporate Bonds and other laws, regulations and regulatory documents regarding the provisions of public issuance of the corporate bonds, the Company has satisfied the relevant provisions for public issuance of the renewable corporate bonds which has possessed the requirements and qualifications for public issuance of the renewable corporate bonds catering to qualified investors. The resolution is hereby proposed at the AGM for consideration and approval by the Shareholders. C. To consider and approve the resolution for the proposed issuance of the renewable corporate bonds by the Company Pursuant to the relevant provisions of the Company Law of the People s Republic of China, Securities Law of the People s Republic of China, Administrative Measures for the Issuance and Trading of Corporate Bonds and other laws, regulations and regulatory documents, in combination of the actual demand of the Company for issuance, the issuance plan of the renewable corporate bonds is as follows: (I) Size of issuance The total face value of the corporate bonds is no more than RMB5 billion (RMB5 billion inclusive). It is proposed that the general meeting authorizes the Board and such persons as authorized by the Board to determine the specific size of issuance according to the Company s capital needs and the market conditions, subject to the aforesaid scope. (II) Face value and issue price The face value of the renewable corporate bonds to be issued is RMB100, and such renewable corporate bonds will be issued at par value. (III) Issuing objects and placement arrangements for Shareholders of the Company The renewable corporate bonds are intended to be issued to the qualified investors who meet the requirements of the Administrative Measures for the Issuance and Trading of Corporate Bonds. The renewable corporate bonds to be issued are not placed to the Shareholders with priority. 4

7 (IV) Method of issuance The method of issuance for the corporate bonds is the public issuance of corporate bonds catered to qualified investors. The Company selects an appropriate timing to issue corporate bonds to qualified investors in one or more tranches. It is proposed that the general meeting authorizes the Board and such persons as authorized by the Board to determine the specific method of issuance, based on the relevant provisions, the Company s capital needs and the market conditions. (V) Maturity and types of bonds The base period of the renewable corporate bonds to be issued is no more than 10 years (10 years inclusive), at the end of the agreed base period and the end of each renewal period, the Company has an option to renew the bonds. Each renewal period must not be longer than the base period. The Bonds will mature when the Company decides not to exercise the renewal option and redeems the Bonds in full amount. The renewable corporate bonds can be either single-term or multiple terms. It is proposed that the general meeting authorizes the Board and such persons as authorized by the Board to determine the specific term and the size of issuance for each type, according to the Company s capital needs and the market conditions prior to the issuance. (VI) Coupon rate and repayment method of principal and interest The corporate bonds are fixed-rate bonds. The interest is calculated per annum using simple interest method and there is no compound interest. In case of deferred interest payment, interest should be accrued on each deferred interest at the coupon rate prevailing at the current term. Coupon rate for the base period shall be determined through negotiations between the Company and the lead underwriter with reference to qualified investors offline book-building results, subject to a pre-set range for the coupon rate. The coupon rate is fixed throughout the base period, and will be reset once in every renewal period. The method of resetting the coupon rate shall be determined through negotiations between the Company and the lead underwriter in accordance with the relevant regulations in the PRC. 5

8 (VII) Redemption terms or repurchase terms It is proposed that the general meeting authorizes the Board and such persons as authorized by the Board to determine whether the corporate bonds issuance shall formulate redemption terms or repurchase terms, and details of the respective terms, based on the relevant provisions and the market conditions. (VIII) Terms for deferring interest payment Issuer of the renewable corporate bonds to be issued is provided an option to defer interest payment. Except in the event of mandatory interest payment, on every interest payment date of the renewable corporate bonds to be issued, the Company has an option to defer the interest payment for the current period, and all the interest deferred and brought forward from prior periods and the yields thereby arising in the manner stipulated in this term, to the next interest payment date. The number of times for deferring interest payment is subject to no restriction. (IX) Restrictions on deferring interest payment Circumstances where mandatory payment of interests is required for the renewable corporate bonds to be issued: in the event that the following matters occur in the 12 months prior to the interest payment date, the Company is prohibited from deferring the interest payment for the current period, and all the interest deferred and brought forward from prior periods and the yields thereby arising which are agreed upon: (1) dividend distribution to holders of ordinary shares and (2) reduction of registered capital. Deferring the interest payment of the renewable corporate bonds to be issued is subject to the following restrictions: in the event that the Company exercises the option to defer interest payment, it is prohibited from taking the following actions until all the deferred interest payment brought forward from prior periods and the yields thereby arising are fully settled: (1) dividend distribution to holders of ordinary shares and (2) reduction of registered capital. 6

9 (X) Use of proceeds raised After deducting the issuance expenses, proceeds raised in the renewable corporate bonds to be issued are intended to be used in adjusting debt structure of the Company, repaying loans from financial institutions, replenishing working capital, project construction and other corporate operating activities in compliance with the requirements of the PRC laws, regulations and policies. It is proposed that the general meeting authorizes the Board and such persons as authorized by the Board to determine the specific use of proceeds and proportion to be used according to the actual demand of the Company. (XI) Guarantee arrangement The renewable corporate bonds to be issued shall be non-guaranteed bonds. (XII) Underwriting method and listing arrangement The renewable corporate bonds to be issued shall be underwritten by the underwriting syndicate organized by the lead underwriter by way of standby underwriting. Upon completion of the issuance and subject to fulfillment of the precedent conditions for listing, the Company will apply for listing and trading the corporate bonds to be issued on the Shanghai Stock Exchange. Upon the approval/verification of the relevant regulatory authorities and as authorized by applicable laws and regulations, the Company may also apply for listing and trading the corporate bonds on other trading platforms. It is proposed that the general meeting authorizes the Board and such persons as authorized by the Board to handle listing and trading matters upon approval of issuance of the renewable corporate bonds, based on the relevant provisions. (XIII) Validity period of the resolution The validity period of the resolution regarding issuance of the corporate bonds shall be 24 months commencing from the date of consideration and approval at the general meeting. If the Company has determined the relevant issue within the term of validity of the above resolution, and the Company has obtained the approval, permission or registration of the issue from regulatory authorities within the term of validity of the above resolution, the Company may be allowed to complete the relevant issue within the term of validity in confirmation of the approval, permission or registration. The resolution is hereby proposed at the AGM for consideration and approval by the Shareholders, implementation of which is subject to reporting to, and conditional upon, authorization from the CSRC. The resolution ultimately authorized by the CSRC shall prevail. 7

10 D. To consider and approve the resolution for the authorization from the general meeting of the Company to the Board and such persons as authorized by the Board to handle in full discretion all related matters in connection with the issuance of the renewable corporate bonds In order to ensure that the tasks in relation to the issuance of the renewable corporate bonds can be carried out in an orderly and effective manner, it was proposed that the general meeting of the Company authorizes the Board and such persons as authorized by the Board to handle in full discretion all related matters in connection with the issuance of the renewable corporate bonds subject to the scope as required by relevant laws and regulations, including but not limited to: (I) Formulate matters relating to specific proposal for the issuance of the renewable corporate bonds pursuant to the laws, regulations, relevant provisions of the securities regulatory authorities and resolutions of the general meeting of the Company based on the actual conditions of the Company and the market, including but not limited to all matters in relation to the issuance of renewable corporate bonds such as specific size of issuance, maturity and types of bonds, interest rate of bonds and method of determination thereof, timing of issuance, method of issuance, number of tranches and size of issuance for each tranche, whether repurchase terms or redemption terms are established, adjustment to coupon rate option and specific details of settings, whether to exercise the renewal option, whether to exercise the right to defer interest payment and its details concerned, specific matters of guarantee, arrangement for credit ratings, specific application and subscription methods, repayment of principals and interests, management and specific use of proceeds raised, guarantee of repayment and arrangement of transaction flow, determination of underwriting arrangement, etc.; (II) Determine and engage intermediate institutions involved in the issuance of renewable corporate bonds and select a bond trustee manager to carry out applications and filings as well as listing relating to the renewable corporate bonds, including but not limited to formulate, authorize, sign, execute, amend and complete all of the legal documents, which are necessary to the issuance and listing of the renewable corporate bonds, make corresponding additions or adjustments to the application and filing documents based on the requirements of regulatory authorities, as well as disclosure of relevant information according to the laws, regulations and other normative documents; (III) Carry out the matters such as repayment of principals and interests, adjustment to coupon rate (if any) within duration of the renewable corporate bonds after the conclusion of issuance of the renewable corporate bonds by the Company; 8

11 (IV) Make appropriate modifications on relevant matters, such as the specific proposal on the issuance of the renewable corporate bonds based on the provisions of relevant laws and regulations and the Articles of Association, the opinion of the regulatory authorities (if any), or to determine whether the related work on the issuance of the renewable corporate bonds shall be proceeded based on the actual conditions, in case of changes in laws and regulations, the relevant policies of the regulatory authorities or changes in the market condition, except for matters which are subject to re-voting at the general meeting as provided by the laws, regulations and the Articles of Association; (V) Handle in full discretion other matters in relation to the issuance and listing of the renewable corporate bonds, and other matters within duration of the renewable corporate bonds. The term of validity of the above authorization is valid from the date of passing of the resolutions at the general meeting to the date the above authorized matters are completed. The resolution is hereby proposed at the AGM for consideration and approval by the Shareholders. 3. ANNUAL GENERAL MEETING A supplemental notice convening the AGM is set out on pages 10 to 12 of this Supplemental Circular. The 2017 AGM of the Company will be held at 1:00 p.m. on Friday, 8 June 2018 at Huaxia Hall, Shanghai Ship Hotel, No Hangnan Road, Nanqiao Town, Fengxian District, Shanghai, PRC as originally scheduled. Please refer to the First Circular dated 24 April 2018 and the 2017 notice convening the AGM of the Company, for details of other resolutions to be considered at the AGM, the eligibility for attending the AGM, the procedure of registration, closure of register of members, voting by way of poll and other related matters. 4. RECOMMENDATION The Directors consider that the above new resolutions to be proposed are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the above resolutions to be proposed at the AGM. By order of the Board Red Star Macalline Group Corporation Ltd. GUO Binghe Company Secretary 9

12 SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING Red Star Macalline Group Corporation Ltd. (A sino-foreign joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1528) SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a notice has been issued on 24 April 2018 in relation to 2017 Annual General Meeting ( AGM ) of Red Star Macalline Group Corporation Limited (the Company ), which will be held at 1:00 p.m. on Friday, 8 June 2018 at Huaxia Hall, Shanghai Ship Hotel, No Hangnan Road, Nanqiao Town, Fengxian District, Shanghai, PRC for resolutions set out in the notice. Unless indicated otherwise, capitalized terms used in this supplemental notice shall have the same meanings as those defined in the circular and supplemental circular of the Company dated 24 April 2018 and 18 May 2018, respectively. SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held as originally scheduled, for the purposes of considering and, if thought fit, approving the following resolutions in addition to the resolutions set out in the Notice of Annual General Meeting dated 24 April 2018: SPECIAL RESOLUTIONS 3. To consider and approve the resolution for the proposed expansion in the Company s scope of business and amendments to the Articles of Association; 4. To consider and approve the resolution relating to the satisfaction of the conditions for the issuance of the renewable corporate bonds of the Company; 5. To consider and approve the resolution for the proposed issuance of the renewable corporate bonds by the Company; and 6. To consider and approve the resolution for the authorization from the general meeting to the Board and such persons as authorized by the Board to handle in full discretion all related matters in connection with the issuance of the renewable corporate bonds. By the order of the Board Red Star Macalline Group Corporation Ltd. GUO Binghe Company Secretary 18 May

13 SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING Notes 1. Save for the inclusion of the newly proposed resolutions, there are no other changes to the resolutions set out in the Notice of Annual General Meeting dated 24 April Please refer to the Notice and the Circular of 2017 Annual General Meeting dated 24 April 2018 for details of the other resolutions to be passed at the AGM and other relevant matters. 2. Since the proxy form sent by the Company on 24 April 2018 together with the Circular (the First Proxy Form ) does not contain the additional resolutions as set out in this supplemental notice, this supplemental proxy form (the Supplemental Proxy Form ) (with the aforesaid additional resolutions) has been prepared and is enclosed with this supplemental notice. This Supplemental Proxy Form is for the purpose of the additional resolutions set out in the supplemental notice and only serves as a supplement to the First Proxy Form. This Supplemental Proxy Form will not affect the validity of any First Proxy Form duly completed and sent to the H Share registrar of the Company. 3. If a shareholder has properly completed and submitted only the First Proxy Form in accordance with the instructions set out therein, the appointed proxy will vote on the resolutions set out in the First Proxy Form per the shareholder s direction and he is also entitled to vote or abstain at his discretion on the additional resolutions set out in the Supplemental Proxy Form. Similarly, if a Shareholder has properly completed and submitted only the Supplemental Proxy Form in accordance with the instructions set out therein, the appointed proxy will vote on the resolutions set out in the Supplemental Proxy Form per the Shareholder s direction and he is also entitled to vote or abstain at his discretion on the resolutions set out in the First Proxy Form. If a Shareholder wishes to provide specific direction to his proxy regarding the voting of all resolutions set out in the First Proxy Form and the Supplemental Proxy Form, he should duly complete and submit both proxy forms in accordance with the instructions set out therein. 4. Pursuant to the Notice of 2017 AGM published by the Company on 24 April 2018, the register of members of the Company will be closed from Wednesday, 9 May 2018 to Friday, 8 June 2018 (both days inclusive), during which period no transfer of shares of the Company will be registered. Shareholders whose names appear on the share register of the Company at the close of business on Tuesday, 8 May 2018, are entitled to attend and vote at the AGM. 5. A Shareholder entitled to attend and vote at this meeting may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Shareholder but must attend this meeting in person to represent the relevant Shareholder. 6. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorized in writing. If the Shareholder is a corporation, that instrument must be executed either under its common seal or under the hand of its director(s) or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized. 7. In order to be valid, the First Proxy Form and the Supplemental Proxy Form, together with a notarially certified copy of the power of attorney or other authorization document (if any), must be deposited, for H Share Shareholders, to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the AGM or any adjournment thereof (as the case may be) (which is 1:00 p.m. on Thursday, 7 June 2018, or other date in the event of any adjournment thereof). Completion and return of the First Proxy Form and the Supplemental Proxy Form will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof should they so wish. 8. A Shareholder or his proxy should produce proof of identity when attending the AGM (or any adjournment thereof). To attend the meeting, where a Shareholder is a legal person, the legal representative of that Shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the authorization documents of the board of directors or other governing body of such Shareholder appointing such person to attend the meeting. 9. Shareholders who intend to attend the AGM are requested to send the completed and signed reply slip to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, on or before Saturday, 19 May Pursuant to the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll. As such, the resolutions set out in this supplemental notice will be voted on by poll. 11. The AGM is expected to take for less than half a day. Shareholders (in person or by proxy) attending the AGM shall be responsible for their own travel and accommodation expenses. 11