PDF《莱蒙国际集团有限公司》

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Top Spring International Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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. TOP SPRING INTERNATIONAL HOLDINGS LIMITED 莱蒙国际集团有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 03688) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS TERMINATION OF SHARE AWARD SCHEME AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the Annual General Meeting to be held at Suites 903C905, 9th Floor, Shui On Centre, 6C8 Harbour Road, Wanchai, Hong Kong on Thursday,

23 May

2019 at 10:00 a.m. is set out on pages

18 to

22 of this circular. Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and sign the accompanying proxy form in accordance with the instructions printed on it and return it to the Company'

s branch share registrar and transfer office in Hong Kong, 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 later than 10:00 a.m. on Tuesday,

21 May 2019, Hong Kong time (being not less than

48 hours before the time of the Annual General Meeting) or any adjournment of such meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment of such meeting should you so wish and, in such event, the proxy form previously submitted shall be deemed to be revoked. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

18 April

2019 Page Definitions

1 Letter from the Board Introduction

4 Grant of General Mandate, Repurchase Mandate and Extension Mandate . .

5 Re-election of Directors

6 Termination of the Share Award Scheme

7 Actions to be taken

8 Voting by poll

8 Responsibility statement

8 Recommendations

9 General

9 Miscellaneous

9 Appendix I C Explanatory Statement on the Repurchase Mandate

10 Appendix II C Details of the Directors proposed to be re-elected at the Annual General Meeting

14 Notice of Annual General Meeting

18 CONTENTS In this circular, the following expressions have the following meanings unless the context otherwise requires: Annual General Meeting the annual general meeting of the Company convened and to be held at Suites 903C905, 9th Floor, Shui On Centre, 6C8 Harbour Road, Wanchai, Hong Kong on Thursday,

23 May

2019 at 10:00 a.m., the notice of which is set out on pages

18 to

22 of this circular, and any adjournment of such meeting Articles of Association the articles of association of the Company, as amended from time to time Board the board of Directors Bonus Issue the issue of the bonus Shares to the Shareholders whose names appeared on the register of members of the Company on

24 May 2013, on the basis of two new Shares for every five Shares held, with an option to elect to receive the PCSs in lieu of all or part of their entitlements to such bonus Shares close associate(s) has the meaning ascribed to it under the Listing Rules Companies Law the Companies Law, Cap.

22 (Law

3 of 1961, as consolidated and revised) of the Cayman Islands Company Top Spring International Holdings Limited (莱蒙国际 集团有限公司), a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange controlling shareholder(s) has the meaning ascribed to it under the Listing Rules core connected person(s) has the meaning ascribed to it under the Listing Rules Director(s) director(s) of the Company Extension Mandate a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the aggregate number of the Shares which may be allotted, issued and otherwise dealt with under the General Mandate DEFINITIONS C

1 C General Mandate a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with the Shares up to a maximum of 20% of the aggregate number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the PRC Latest Practicable Date

12 April 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange PCSs the bonus perpetual subordinated convertible securities issued by the Company pursuant to the Bonus Issue Post-IPO Share Option Scheme the post-IPO share option scheme adopted by the Company on

28 February

2011 PRC the People'

s Republic of China Repurchase Mandate a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the aggregate number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting SFO the Securities and Futures Ordinance (Chapter

571 of the Laws of Hong Kong) Share(s) the ordinary share(s) of HK$0.1 each of the Company Share Award Scheme the share award scheme adopted pursuant to a written resolution of the Shareholders passed on

2 December

2010 DEFINITIONS C

2 C Shareholder(s) the holder(s) of Share(s) Stock Exchange The Stock Exchange of Hong Kong Limited substantial shareholder(s) has the meaning ascribed to it under the Listing Rules Takeovers Code the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong Trust the trust created by the Trust Deed Trust Deed the trust deed dated

3 December

2010 entered into between the Company and the Trustee Trustee HSBC Trustee (Hong Kong) Limited % per cent DEFINITIONS C

3 C TOP SPRING INTERNATIONAL HOLDINGS LIMITED 莱蒙国际集团有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 03688) Executive Directors: Mr WONG Chun Hong (Chairman and Chief Executive Officer) Mr YUAN Zhi Wei Mr CHEN Zhi Xiang Ms LAM Mei Ka, Shirley Non-executive Directors: Mr XU Lei (Vice Chairman) Mr YIP Hoong Mun Independent non-executive Directors: Mr CHENG Yuk Wo Professor WU Si Zong Mr CHAN Yee Herman Registered Office: Cricket Square Hutchins Drive P.O. Box

2681 Grand Cayman, KY1-1111 Cayman Islands Headquarters and principal place of business in Hong Kong: Rooms 04C08, 26th Floor Shui On Centre 6C8 Harbour Road Wanchai Hong Kong

18 April

2019 To the Shareholders and, for information only, the holders of options of the Company and the holders of the PCSs Dear Sir or Madam, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS TERMINATION OF SHARE AWARD SCHEME AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, among other matters, (a) ordinary resolutions on the proposed grant of each of the General Mandate, the Repurchase Mandate and the Extension Mandate;

(b) ordinary resolutions relating to the proposed re-election of Directors;

and (c) ordinary resolution on the proposed termination of the Share Award Scheme. LETTER FROM THE BOARD C

4 C GRANT OF GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE Pursuant to the ordinary resolutions passed by the then Shareholders at the last annual general meeting of the Company on

21 May 2018, the Directors were granted (a) a general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate number of the Shares in issue as at the date of passing of the relevant ordinary resolution;

(b) a general and unconditional mandate to repurchase Shares with an aggregate number not exceeding 10% of the total number of the Shares in issue as at the date of passing of the relevant ordinary resolution;

and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate number of the Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above. The above general mandates will expire at the conclusion of the Annual General Meeting. At the Annual General Meeting, the following resolutions, among other matters, will be proposed: (a) to grant the General Mandate to the Directors to exercise the power of the Company to allot, issue and otherwise deal with the Shares up to a maximum of 20% of the aggregate number of Shares in issue as at the date of passing of such resolution. Based on 1,385,732,441 Shares in issue as at the Latest Practicable Date and assuming no Shares will be issued or repurchased prior to the Annual General Meeting, the maximum number of Shares to be allotted, issued and otherwise deal with pursuant to the General Mandate will be 277,146,488;

(b) to grant the Repurchase Mandate to the Directors to exercise the power of the Company to repurchase the Shares up to a maximum of 10% of the aggregate number of Shares in issue as at the date of passing of such resolution;

and (c) to grant the Extension Mandate to the Directors to increase the aggregate number of Shares which may be allotted, issued and otherwise dealt with under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate. If the Company conducts a share consolidation or subdivision after the General Mandate or the Repurchase Mandate has been approved at the Annual General Meeting, the maximum number of Shares that may be allotted, issued and otherwise dealt with under the General Mandate or repurchased under the Repurchase Mandate (as the case may be) as a percentage of the aggregate number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same. LETT........