Chuang's Consortium International Limited - Corporate Governance Report

Shareholders’ rights

(i) Convening a special general meeting

Pursuant to Bye-law no. 58 of the Company, shareholders holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the secretary of the Company, to require a special general meeting (“SGM”) to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date. The written requisition must state the purposes of the general meeting and is signed by the shareholder(s) concerned and may consist of several documents in like form, each signed by one or more of those shareholders.

If the requisition is in order, the secretary of the Company will ask the Board to convene a SGM by serving sufficient notice in accordance with the statutory requirements to all the shareholders. On the contrary, if the requisition is invalid, the shareholders concerned will be advised of this outcome and accordingly, a SGM will not be convened as requested.

(ii) Enquiries to the Board

Shareholders of the Company will have the opportunity to ask questions to the Board in general meetings. Shareholders of the Company may also make enquiries to the Board at their discretion. Such enquiries shall be made in writing directed to “The Board of Directors, Chuang’s Consortium International Limited” by one of the following means:

  • By mail to : 25th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong
  • By email to : consortium-board@chuangs.com.hk
  • By facsimile to : (852) 2810 6213

The Board will respond promptly to proper enquiries raised by the shareholders.

(iii) Putting forward proposals at shareholders’ meetings

(a) Shareholders may put forward proposals relating to the election of Directors in general meetings as follows:

  • Pursuant to Bye-law no. 89 of the Company, a shareholder or shareholders (not being the person to be proposed) who holds or collectively hold not less than 5% in nominal value of the issued shares of any class of the Company may propose a person for election as a Director at any general meeting of the Company by giving the secretary of the Company a notice in writing:
    • of his/their intention to propose such person for election; and
    • signed by the person to be proposed of his willingness to be elected.
  • Any notice given for such proposal must include such person’s information as may from time to time be required to be disclosed under Rule 13.51(2) of the Listing Rules in the event that such person is elected as a Director or any other applicable laws, rules and regulations which the Company may be subject to. Currently, the following information are required:
    • Full name and age;
    • Positions held with the Company and other members of the Group (if any);
    • Experience including (i) other directorships held in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, and (ii) other major appointments and professional qualifications;
    • Length or proposed length of service with the Company;
    • Relationships with any Directors, senior management or substantial or controlling shareholders of the Company;
    • His interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong;
    • Amount of the Director’s or supervisor’s emoluments and the basis of determining the Director’s or supervisor’s emoluments and how much of these emoluments are covered by a service contract; and
    • A declaration by the nominated person stating that he is not and has not been subject to any of the events provided for under Rule 13.51(2)(h) to (w) of the Listing Rules, or if any one or more of these provisions are applicable to him, full details thereof.
  • Any notice given for this purpose shall be directed to “The secretary, Chuang’s Consortium International Limited” by one of the following means:
    • By mail to : 25th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong
    • By email to : chuangs@chuangs.com.hk
    • By facsimile to : (852) 2810 6213
  • Any such shareholder(s) shall be one(s) that is/are entitled to attend and vote at the meeting for which such notice is given.
  • The minimum length of the period, during which such notice(s) are given, shall be at least seven (7) days and that the period for lodgement of such notice(s) shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting. If the notice is received less than fifteen (15) business days prior to that general meeting, the Company will need to consider adjournment of the general meeting in order to (i) assess the suitability of the proposed candidate; and (ii) publish an announcement or circulate a supplementary circular in relation to the proposal to the shareholders at least fourteen (14) clear days and not less than ten (10) business days prior to the general meeting.

(b) Except for proposals relating to the election of Directors which should follow the procedures mentioned in (a) above, shareholders may put forward proposals at general meetings by following the requirements and procedures as set out in sections 79 and 80 of the Companies Act 1981 of Bermuda (the “Act”). Specifically, such shareholders should:

  • Collectively hold not less than one-twentieth of the total voting rights of all shareholders of the Company having at the date of the requisition the right to vote at the meeting to which the requisition relates, or constitute not less than 100 shareholders.
  • Submit a written request stating the resolution intended to be moved at the annual general meeting (“AGM”), or a statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or business to be dealt with at that general meeting
  • The written request/statement must be signed by such shareholders, or two more copies which between them contain the signatures of all such shareholders, and deposited at the registered office of the Company at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and its principal office in Hong Kong at 25th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong, for the attention of the secretary of the Company:
    • In the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting; and
    • In the case of any other requisition, not less than one week before the meeting, provided that if, after a copy of the requisition requiring notice of a resolution has been deposited at the registered office of the Company, an AGM is called for a date six weeks or less after the copy has been deposited, the copy though not deposited within the time required by section 80 of the Act shall be deemed to have been properly deposited for the purposes thereof.

  • If the written request is in order, the secretary will ask the Board (i) to include the resolution in the agenda for the AGM; or (ii) to circulate the statement for the general meeting, provided that the shareholder(s) concerned have deposited a sum of money reasonably determined by the Board sufficient to meet the Company’s expenses in serving the notice of the resolution and/or circulating the statement submitted by the shareholder(s) concerned in accordance with the statutory requirements to all the registered shareholders. On the contrary, if the requisition is invalid or the shareholder(s) concerned have failed to deposit sufficient money to meet the Company’s expenses for the said purposes, the shareholder(s) concerned will be advised of this outcome and accordingly, the proposed resolution will not be included in the agenda for the AGM; or the statement will not be circulated for the general meeting.
  • Any questions relating to putting forward proposals at shareholders’ meetings should be directed in writing to “The Board of Directors, Chuang’s Consortium International Limited” by one of the following means:
    • By mail to : 25th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong
    • By email to : consortium-board@chuangs.com.hk
    • By facsimile to : (852) 2810 6213

(H) Amendments to constitutional documents of the Company

No amendments had been made to the constitutional documents of the Company during the year ended 31 March 2021.

Conclusion

Except as mentioned above, the Company has complied with the code provisions of the CG Code for the year ended 31 March 2021.