china gem holdings limited 中國中石控股有限公司company’s hong kong branch share...

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consulta stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountantor other professional adviser.

If you have sold or transferred all your shares in China Gem Holdings Limited, you should at oncehand this circular together with the accompanying form of proxy to the purchaser or the transferee orto the bank, stockbroker or other agent through whom the sale or transfer was effected for transmissionto the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this circular, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss however arising from or inreliance upon the whole or any part of the contents of this circular.

China Gem Holdings Limited中國中石控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1191)

(1) RE-ELECTION OF RETIRING DIRECTORS;

(2) GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES;

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Unit 2703, 27/F., ShuiOn Centre, Nos. 6-8 Harbour Road, Wanchai, Hong Kong on Monday, 29 June 2020 at 10:30 a.m. isset out on pages 17 to 21 of this circular. A form of proxy for use at the annual general meeting isenclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong KongLimited (www.hkexnews.hk) and the Company (www.1191hk.com).

Whether or not you are able to attend the meeting, you are requested to complete the accompanyingform of proxy in accordance with the instructions printed thereon and return the same to theCompany’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 54, HopewellCentre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hoursbefore the time of the meeting or any adjournment thereof. Completion and return of the form of proxywill not preclude you from attending and voting at the meeting or any adjournment hereof should youso wish.

26 May 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Pages

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board

— Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

— Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

— General Mandates to Issue Shares and to Repurchase Shares . . . . . . . . . . . . . . . . . . . 5

— Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

— Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

— Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Appendix I — Particulars of Retiring Directors Standing for Re-election . . . . . . . . . . 8

Appendix II — Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . 14

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Accompanying Document — Form of Proxy

CONTENTS

— i —

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

following meanings:

“Annual General Meeting” the annual general meeting of the Company to be held at Unit

2703, 27/F., Shui On Centre, Nos. 6-8 Harbour Road,

Wanchai, Hong Kong on Monday, 29 June 2020 at 10:30 a.m.

or any adjournment thereof, the notice of which is set out on

pages 17 to 21 of this circular

“Board” the board of Directors

“Bye-laws” the bye-laws of the Company as amended, supplemented or

otherwise modified from time to time

“CG Code” the Corporate Governance Code and Corporate Governance

Report as set out in Appendix 14 to the Listing Rules

“close associate(s)” shall have the meaning ascribed thereto under the Listing

Rules

“Company” China Gem Holdings Limited, a company incorporated in

Bermuda with limited liability and the issued Shares of which

are listed on the main board of the Stock Exchange (Stock

Code: 1191)

“controlling shareholder” shall have the meaning ascribed thereto under the Listing

Rules

“core connected person(s)” shall have the meaning ascribed thereto under the Listing

Rules

“Director(s)” director(s) of the Company

“General Mandates” the Issue Mandate and the Repurchase Mandate

“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 People’s

Republic of China

“Issue Mandate” the proposed general mandate to be granted to the Directors at

the Annual General Meeting to exercise all powers of the

Company to allot, issue and deal with additional Shares not

exceeding 20% of the total number of issued Shares as at the

date of approval of such mandate

DEFINITIONS

— 1 —

“Latest Practicable Date” 8 May 2020, being the latest practicable date prior to the

printing of this circular for ascertaining certain information in

this circular

“Listing Committee” the listing sub-committee of the board of directors on the

Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on the Stock

Exchange

“Repurchase Mandate” the proposed general mandate to be granted to the Directors at

the Annual General Meeting to exercise all powers of the

Company to repurchase Shares up to a maximum of 10% of

the total number of issued Shares as at the date of approval of

such mandate

“SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of

Hong Kong

“Share(s)” ordinary share(s) of HK$0.01 each in the Share Capital

“Share Capital” the issued ordinary share capital of the Company

“Shareholder(s)” holder(s) of the Shares

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeovers Code” Hong Kong Code on Takeovers and Mergers

“%” per cent.

DEFINITIONS

— 2 —



(Stock Code: 1191)

Executive Director:

Mr. Chen Jie (Chief Executive)

Non-executive Directors:

Mr. Liu Tingan (Chairman)

Mr. Hong Yu

Independent Non-executive Directors:

Mr. Su Xihe

Ms. Chan Chu Hoi

Mr. Huang Yupeng

Registered office:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Principal place of business

in Hong Kong:

Room 2606B, 26/F.

Bank of America Tower

12 Harcourt Road

Central, Hong Kong

26 May 2020

To the Shareholders and, for information only,

the holder of the convertible bonds of the Company

Dear Sir/Madam,

(1) RE-ELECTION OF RETIRING DIRECTORS;(2) GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES;AND

(3) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the

resolutions to be proposed at the Annual General Meeting for (i) the re-election of the retiring

Directors; (ii) the granting of the General Mandates to the Directors; and (iii) the extension of the

Issue Mandate by adding to it the aggregate number of the issued Shares repurchased by the Company

under the Repurchase Mandate.

LETTER FROM THE BOARD

— 3 —

2. RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board comprised of Mr. Chen Jie as executive Director,

Mr. Liu Tingan and Mr. Hong Yu as non-executive Directors and Mr. Su Xihe, Ms. Chan Chu Hoi and

Mr. Huang Yupeng as independent non-executive Directors.

Pursuant to bye-law 86(2) of the Bye-laws, Mr. Chen Jie, being appointed as an executive

director on 26 March 2020, Mr. Liu Tingan and Mr. Hong Yu, being appointed as a non-executive

Director on 31 March 2020 and 22 January 2020 respectively, and Ms. Chan Chu Hoi and Mr. Huang

Yupeng, being appointed as an independent non-executive Director on 7 May 2020 respectively, shall

hold office until the Annual General Meeting, and shall then be eligible for re-election thereat.

Pursuant to bye-laws 87(1) and 87(2) of the Bye-laws and the CG Code, Mr. Su Xihe, an independent

non-executive Director, shall retire from office at the Annual General Meeting by rotation. All retiring

Directors, being eligible, have offered themselves for re-election at the Annual General Meeting.

Each of Mr. Su Xihe, Ms. Chan Chu Hoi and Mr. Huang Yupeng has made an annual confirmation

of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. The

Company is of the view that each of Mr. Su Xihe, Ms. Chan Chu Hoi and Mr. Huang Yupeng is

independent in accordance with the independence guidelines. Hence, the Company recommends Mr.

Su Xihe, Ms. Chan Chu Hoi and Mr. Huang Yupeng to be re-elected as an independent non-executive

Director.

In accordance with the nomination policy of the Company and the objective criteria (including

without limitation, gender, age, ethnicity, cultural and educational background, professional

experiences and knowledge) with due regard for the benefits of diversity, as set out under the board

diversity policy of the Company, the Nomination Committee has reviewed the reelection of the

Directors through:

(a) evaluating the performance and contribution of the retiring Directors during the last

financial year of the Company and the period thereafter up to the date of evaluation; and

(b) assessing the independence of the independent non-executive Directors, being Mr. Su Xihe,

Ms. Chan Chu Hoi and Mr. Huang Yupeng, and considered whether they remained

independent and suitable to continue to act in such roles.


— 4 —

After due evaluation and assessment, the Nomination Committee is of the opinion that:

(a) the performance of the retiring Directors was satisfactory and contributed effectively to the

operation of the Board; and

(b) based on the information available to the Nomination Committee and the annual written

independence confirmation received from the independent non-executive Directors, the

Nomination Committee was satisfied that Mr. Su Xihe, Ms. Chan Chu Hoi and Mr. Huang

Yupeng:

i. fulfill the requirements of an independent non-executive Director as stipulated under

3.13 of the Listing Rules; and

ii. are the persons of integrity and independent in character and judgement.

Accordingly, the Nomination Committee recommended to the Board, and the Board has

considered the re-election of Mr. Chen Jie as an executive Director, each of Mr. Liu Tingan and Mr.

Hong Yu as a non-executive Director and each of Mr. Su Xihe, Ms. Chan Chu Hoi and Mr. Huang

Yupeng as an independent non-executive Director, is in the best interests of the Company and the

Shareholders as a whole and has resolved to propose to re-elect each of the retiring Directors at the

Annual General Meeting.

Brief biographical and other details of the said retiring Directors standing for re-election at the

Annual General Meeting, as required to be disclosed under the Listing Rules, are set out in Appendix

I to this circular.

3. GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 27 May 2019, general mandates were

granted to the Directors authorising them, inter alia, (a) to exercise the powers of the Company to

allot, issue and deal with Shares not exceeding 20% of the aggregate number of the issued Shares as

at 27 May 2019; (b) to repurchase Shares not exceeding 10% of the aggregate number of the issued

Shares as at 27 May 2019; and (c) to extend the general mandate to issue Shares by the number of

Shares repurchased under the repurchase mandate mentioned in (b) above. Such general mandates will

expire at the conclusion of the Annual General Meeting.

Ordinary resolutions will be proposed at the Annual General Meeting to grant to the Directors

new general mandates authorising them (a) to exercise all powers of the Company to allot, issue and

deal with Shares not exceeding 20% of the total number of issued Shares as at the date of the passing

of such resolution; (b) to repurchase Shares not exceeding 10% of the total number of issued Shares

as at the date of the passing of such resolution; and (c) subject to the passing of the ordinary

resolutions to approve the General Mandates at the Annual General Meeting, to extend the Issue

Mandate by adding to it the aggregate number of issued Shares repurchased under the Repurchase

Mandate.


— 5 —

As at the Latest Practicable Date, there were 4,250,013,330 Shares in issue. Subject to the

passing of the ordinary resolutions to approve the General Mandates at the Annual General Meeting

and on the basis that no further Shares are issued or repurchased from the Latest Practicable Date to

the date of the Annual General Meeting, the Company would be allowed to issue up to a maximum

of 850,002,666 Shares under the Issue Mandate and to repurchase up to a maximum of 425,001,333

Shares under the Repurchase Mandate.

The Directors believe that it is in the interests of the Company and the Shareholders as a whole

if the General Mandates are granted at the Annual General Meeting. The Issue Mandate will provide

the Directors with flexibility to issue new Shares especially in the context of a fund-raising exercise

in a timely manner or a transaction involving an acquisition by the Group where Shares are to be

issued as consideration and which has to be completed speedily.

The Directors have no present intention to exercise the Issue Mandate to allot, issue and deal

with Shares and to exercise the Repurchase Mandate to repurchase Shares. Repurchase of Shares will

only be made when the Directors believe that such repurchase will benefit the Company and the

Shareholders as a whole. Considering the rapid changes in the market conditions, the Repurchase

Mandate can provide more flexibility to the Directors to enhance the net asset value of the Company

and/or its earnings per Share.

The General Mandates, if approved by the Shareholders at the Annual General Meeting, will

continue until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company

is required by the Bye-laws or any applicable laws of Bermuda to be held; and

(c) the revocation or variation of such authority by the Shareholders in general meeting of the

Company.

An explanatory statement providing all the information required under the Listing Rules

regarding the Repurchase Mandate is set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting is set out on pages 17 to 21 of this circular at

which resolutions will be proposed to approve, inter alia, the re-election of the retiring Directors, the

granting of the General Mandates and the extension of the Issue Mandate by adding to it the aggregate

number of issued Shares repurchased under the Repurchase Mandate.


— 6 —

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. Whether

or not you are able to attend the Annual General Meeting, you are requested to complete the form of

proxy in accordance with the instructions printed thereon and return it to the branch share registrar

and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, 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 holding the Annual General Meeting or any adjournment thereof

(as the case may be). Completion and return of the form of proxy will not preclude you from attending

and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules and the Bye-laws, any vote of the Shareholders

at a general meeting must be taken by poll except for purely procedural or administrative matters. The

chairman of the Annual General Meeting will therefore put all resolutions to be proposed at the Annual

General Meeting to be voted by way of poll. An announcement on the results of the votes by poll will

be made by the Company after the Annual General Meeting in the manner prescribed under Rule

13.39(5) of the Listing Rules. To the best of the Directors’ knowledge, information and belief, having

made all reasonable enquires, no Shareholders are required to abstain from voting on any resolutions

to be approved at the Annual General Meeting pursuant to the Listing Rules and/or the Bye-laws.

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility,

includes particulars given in compliance with the Listing Rules for the purpose of giving information

with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the

best of their knowledge and belief the information contained in this circular is accurate and complete

in all material respects and not misleading or deceptive, and there are no other matters the omission

of which would make any statement herein or this circular misleading.

6. RECOMMENDATION

The Directors consider that the proposed re-election of the retiring Directors, the granting of the

General Mandates and the extension of the Issue Mandate by adding to it the aggregate number of

issued Shares repurchased under the Repurchase Mandate are all in the interests of the Company and

the Shareholders as a whole. The Directors recommend the Shareholders to vote in favour of all the

resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of

China Gem Holdings LimitedChen Jie

Executive Director and Chief Executive


— 7 —

The biographical and other details of retiring Directors standing for re-election at the Annual

General Meeting are set out below:

EXECUTIVE DIRECTOR

Mr. Chen Jie (“Mr. Chen”), aged 34, joined the Company as an executive Director and the Chief

executive of the Company on 26 March 2020. Mr. Chen graduated from The University of Sydney with

a Bachelor of Commerce Degree (Accounting Major) in 2009. Following graduation, Mr. Chen worked

in core subsidiary companies of large State-Owned Enterprises, including China Merchants Property

Development Holdings CO., Ltd (now China Merchants Shekou Industrial Zone Holdings CO., Ltd)

and China Huarong International Holdings Limited. His principal responsibilities were in the

accounting, corporate finance and investment related functions, gaining solid accounting and finance

experience and profound financial market and investment insights. Since 2018, Mr. Chen has worked

with HKbridge Financial Holdings Limited as Director of Risk Management and later Director of

Investment. He previously held positions as Senior Vice President, Associate Director and Director in

the Investment Banking Department at China Huarong International Holdings Limited, starting in

2015, and also held the position of Assistant Vice President at China Vast Urban Development

Company Limited starting in 2013. Mr. Chen has extensive professional knowledge and practical

experience in the financial sector. He has either led or participated in many equity and debt investment

projects, new listings, reverse take-overs, and distress assets or NPL restructuring transactions in

Hong Kong capital market, covering a wide range of industries, such as finance, real estate, artificial

intelligence, biotech, infrastructure, mining, retail and etc.

As at the Latest Practicable Date, Mr. Chen (i) does not have any interests or short positions in

the shares or underlying shares in the Company or its associated corporations within the meaning of

Part XV of the SFO; (ii) does not have any relationship with any directors, senior management,

substantial or controlling shareholder of the Company; (iii) does not held any other directorships in

any public companies, the securities of which are listed on any securities market in Hong Kong or

overseas in the past three years; and (iv) does not hold any other positions in the Company and its

subsidiaries.

Mr. Chen has entered into a service agreement with the Company for a term of two years

commencing from 26 March 2020 and shall continue thereafter, provided that either the Company or

Mr. Chen may terminate such appointment at any time by giving at least three months’ notice in

writing to the other. The appointment shall terminate automatically in the event of Mr. Chen ceasing

to be a Director for whatever reason. Mr. Chen is subject to retirement from office and re-election at

the annual general meeting of the Company and vacation of office in accordance with the Bye-laws

of the Company. Mr. Chen is entitled to an emolument as the Chief Executive and an executive

Director of HK$150,000 per month. Mr. Chen will also be entitled to receive discretionary bonus.

Remuneration of Mr. Chen is determined by the remuneration committee of the Company with

reference to his background, duties and responsibilities with the Company and the prevailing market

situation.

APPENDIX I PARTICULARS OF RETIRING DIRECTORSSTANDING FOR RE-ELECTION

— 8 —

Save as disclosed above, in connection with the re-election of Mr. Chen as an executive Director,

there are no other matters that need to be brought to the attention of the Shareholders nor any

information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of

the Listing Rules.

NON-EXECUTIVE DIRECTORS

Mr. Liu Tingan (“Mr. Liu”), aged 58, joined the Company as a non-executive Director and

chairman of the Board on 31 March 2020. Mr. Liu graduated since the Jiangxi University of Finance

and Economics, China with a bachelor’s degree in Economics in 1983. Mr. Liu attained a master’s

degree in Economics at Renmin University of China in 1987. In 1990, Mr. Liu joined a scholarship

programme in Monetary Policy and Financial Markets launched by the University of Oxford, the

United Kingdom. Mr. Liu has over 30 years of experience in finance management.

Mr. Liu served as an executive director, chairman of the board and chief executive officer of

HKBridge Financial Holdings Limited (HKSE Stock Code: 2323) from March 2016 to April 2020. Mr.

Liu was the managing director and chief investment officer of Reorient Financial Group Limited. Mr.

Liu was also the managing director of Reorient Global Limited (being a subsidiary of Reorient Group

Limited (HKSE Stock Code: 0376) from July to December 2015. Mr. Liu was the deputy chairman and

president of China Life Insurance (Overseas) Company Limited from June 2008 to March 2015. Mr.

Liu worked at China Life Insurance Company Limited (HKSE Stock Code: 2628) and was the board

secretary general and spokesman of China Life between November 2003 and May 2008. Mr. Liu was

the general manager of the investment centre of former China Life Insurance Company Limited

between September 2000 and May 2004. Mr. Liu has been the council member of Hong Kong Institute

of Directors since 2014 and was the deputy chairman of Hong Kong Institute of Directors from 2014

to 2018. Mr. Liu was a member of Insurance Advisory Committee of the Government of HKSAR from

2010 to 2016, a member of Financial Services Development Council of the Government of HKSAR

from 2013 to 2017, a member of the Listing Committee of The Stock Exchange of Hong Kong Limited

from 2010 to 2015. From 2008 to 2015, Mr. Liu was the executive director of the Hong Kong Chinese

Enterprises Association.

As at the Latest Practicable Date, Mr. Liu (i) does not have any interests or short positions in






subsidiaries.

Mr. Liu has entered into a service agreement with the Company for a term of two years

commencing from 31 March 2020 and shall continue thereafter, provided that either the Company or

Mr. Liu may terminate such appointment at any time by giving at least three months’ notice in writing

to the other. The appointment shall terminate automatically in the event of Mr. Liu ceasing to be a

Director for whatever reason. Mr. Liu is subject to retirement from office and re-election at the annual

general meeting of the Company and vacation of office in accordance with the Bye-laws of the


— 9 —

Company. Mr Liu will not receive any director’s fee and any discretionary bonus currently. However,

which may be reviewed from time to time at the discretion of the Board. Remuneration of Mr. Liu will

be determined by the remuneration committee of the Company with reference to his background,

duties and responsibilities with the Company and the prevailing market situation and will be approved

by the Board subject to the authority granted by the Shareholders to authorise the Board to fix the

Directors’ remuneration at the annual general meeting of the Company.

Save as disclosed above, in connection with the re-election of Mr. Liu as a non-executive

Director, there are no other matters that need to be brought to the attention of the Shareholders nor

any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to

(v) of the Listing Rules.

Mr. Hong Yu (“Mr. Hong”), aged 34, joined the Company as the manager of Human Resources

Department of the Company on October 2019 and as the non-executive Director on 22 January 2020.

Mr. Hong graduated from Anhui University and University of International Business and Economics,

with a bachelor’s degree in engineering and a bachelor’s degree in economics, respectively. He

obtained a master’s degree of business administration from the Graduate School at the Chinese

Academy of Social Sciences. Mr. Hong has extensive experience in commercial banking and the

business of asset management companies. From July 2009 to July 2011, he worked in Huishang Bank

Corporation Limited. From August 2011 to August 2019, he worked in China Huarong Asset

Management Co., Ltd., holding a number of positions such as an employee, the assistant to the general

manager of a department of a subsidiary, the Secretary of the Communist Youth League Committee of

the Headquarters and the Deputy Secretary of the Communist Youth League Committee.

As at the Latest Practicable Date, Mr. Hong (i) does not have any interests or short positions in






subsidiaries.

Mr. Hong has entered into a service agreement with the Company for a term of two years

commencing from 22 January 2020 and shall continue thereafter, provided that either the Company or

Mr. Hong may terminate such appointment at any time by giving at least three months’ notice in

writing to the other. The appointment shall terminate automatically in the event of Mr. Hong ceasing

to be a Director for whatever reason. Mr. Hong is subject to retirement from office and re-election at

the annual general meeting of the Company and vacation of office in accordance with the Bye-laws.

Mr. Hong is entitled to an emolument as a non-executive Director of HK$600,000 per annum. Mr.

Hong will also be entitled to receive discretionary bonus. Remuneration of Mr. Hong is determined

by the remuneration committee of the Company with reference to his background, duties and

responsibilities with the Company and the prevailing market situation.


— 10 —

Save as disclosed above, in connection with the re-election of Mr. Hong as a non-executive

Director, there are no other matters that need to be brought to the attention of the Shareholders nor

any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to

(v) of the Listing Rules.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Su Xihe (“Mr. Su”), aged 65, joined the Company as an independent non-executive director

in May 2017, also a member of the audit committee, the remuneration committee and the nomination

committee of the Company. He obtained a Master Degree in Economics from Wuhan University in

China in 2002. He worked in Henan Industrial and Commercial Bank for more than 13 years and held

various positions, including the president of Yanjin County Branch, the head of the provincial credit

department and the president of Xinxiang City Branch. He joined China Huarong Asset Management

in April 2000 and retired in February 2015, during which he has served as deputy general manager of

Zhengzhou office, general manager of audit department at head office, general manager of Shenyang

office, general manager of Fuzhou office and others. He was the general manager at the Beijing Branch

of China Huarong Asset Management Co., Ltd. upon retirement. Mr. Su has over 38 years of

experience in finance and asset management.

As at the Latest Practicable Date, Mr. Su (i) does not have any interests or short positions in the

shares or underlying shares in the Company or its associated corporations within the meaning of Part

XV of the SFO; (ii) does not have any relationship with any directors, senior management, substantial

or controlling shareholder of the Company; (iii) does not held any other directorships in any public

companies, the securities of which are listed on any securities market in Hong Kong or overseas in

the past three years; and (iv) does not hold any other positions in the Company and its subsidiaries.

Mr. Su has entered into a service agreement with the Company in relation to his appointment as

an independent non-executive Director for a term of two years commencing from 8 May 2019 and shall

continue thereafter until terminated by either by giving not less than one month’s notice in writing to

the other. Mr. Su is entitled to an annual Director’s fee of HK$120,000. He will also be entitled to

receive discretionary bonus. The remuneration of Mr. Su has been determined by the Board with

reference to his background, duties and responsibilities with the Company and the prevailing market

situation.

Save as disclosed above, in connection with the re-election of Mr. Su as an independent

non-executive Director, there are no other matters that need to be brought to the attention of the

Shareholders nor any information required to be disclosed pursuant to any of the requirements of Rule

13.51(2)(h) to (v) of the Listing Rules.

Ms. Chan Chu Hoi (“Ms. Chan”), aged 59, joined the Company as an independent non-executive

director on 7 May 2020. Ms. Chan is also the chairman of the audit committee of the Company and

a member of the nomination committee and the remuneration committee of the Company. Ms. Chan

is a member of the Hong Kong Institute of Certified Public Accountants (HKICPA) and she has over

20 years of experience in financial management, accounting, internal control and auditing. From

August 1999 to December 2010, Ms. Chan worked as the accounting and administrative manager of


— 11 —

a subsidiary of Exide Technologies, a company listed on NASDAQ (stock code: XIDE). From

February 2011 to February 2014, Ms. Chan worked as a manager in a CPA firm in Hong Kong. In

addition to audit assurance experience, she also worked on the development and implementation of the

firm’s internal quality control policy to comply with the guidelines of the HKICPA. From March 2014

to May 2015, Ms. Chan worked as a senior accounting manager at a property investment company in

Hong Kong. From June 2015 to April 2017, Ms. Chan was the senior manager of the investment

division and investment analyst of the Securities Division of a subsidiary of Ceneric (Holdings)

Limited (Stock Code: 0542), a company listed on the Stock Exchange. At present, Ms. Chan is working

for a private company as a senior financial advisor.

Ms. Chan is currently an independent non-executive director of China Resources And

Transportation Group Limited (stock code: 0269), a company listed on the Stock Exchange.

As at the Latest Practicable Date, Ms. Chan (i) does not have any interests or short positions in






subsidiaries.

Ms. Chan has entered into a service agreement with the Company for a term of two years

commencing from 7 May 2020 and shall continue thereafter, provided that either the Company or Ms.

Chan may terminate such appointment at any time by giving at least three months’ notice in writing

to the other. The appointment shall terminate automatically in the event of Ms. Chan ceasing to be a

Director for whatever reason. Ms. Chan is subject to retirement from office and re-election at the

annual general meeting of the Company and vacation of office in accordance with the Bye-laws of the

Company. Ms. Chan is entitled to an emolument as an independent non-executive Director of

HK$120,000 per annum. Remuneration of Ms. Chan is recommended by the remuneration committee

of the Company with reference to her background, duties and responsibilities with the Company and

the prevailing market situation and will be approved by the Board subject to the authority granted by

the Shareholders to authorise the Board to fix the Directors’ remuneration at the annual general

meeting of the Company.

Save as disclosed above, in connection with the re-election of Ms. Chan as an independent





— 12 —

Mr. Huang Yupeng (“Mr. Huang”), aged 41, joined the Company as an independent

non-executive director on 7 May 2020. Mr. Huang is also the chairman of the nomination committee

of the Company and a member of the audit committee and the remuneration committee of the

Company. Mr. Huang has almost 20 years of experience in cross-border Merger & Acquisition and

Private Equity investments in Real Estate and Financial Services, with clearance by European Central

Bank, Office of Insurance Commission Thailand, Securities and Exchange Commission Thailand and

Stock Exchange of Thailand to take up board directorship and senior executive positions in regulated

entities including banking, insurance, asset management and listed companies. Mr. Huang has over 13

years of experience in senior managerial position with regional coverage and responsibility,

established strong track records in deal origination, transaction execution, corporate strategy, and

M&A, executed more than thirty major investments across international markets, representing over

US$10 billion of equity investments. Mr. Huang is a director of King Wai Group (Thailand) Public

Company Limited (KWG) which is listed on Stock Exchange of Thailand.

As at the Latest Practicable Date, Mr. Huang (i) does not have any interests or short positions

in the shares or underlying shares in the Company or its associated corporations within the meaning

of Part XV of the SFO; (ii) does not have any relationship with any directors, senior management,




subsidiaries.

Mr. Huang has entered into a service agreement with the Company for a term of two years

commencing from 7 May 2020 and shall continue thereafter, provided that either the Company or Mr.

Huang may terminate such appointment at any time by giving at least three months’ notice in writing

to the other. The appointment shall terminate automatically in the event of Mr. Huang ceasing to be

a Director for whatever reason. Mr. Huang is subject to retirement from office and re-election at the

annual general meeting of the Company and vacation of office in accordance with the Bye-laws of the

Company. Mr. Huang is entitled to an emolument as an independent non-executive Director of

HK$120,000 per annum. Remuneration of Mr. Huang is recommended by the remuneration committee

of the Company with reference to his background, duties and responsibilities with the Company and

the prevailing market situation and will be approved by the Board subject to the authority granted by

the Shareholders to authorise the Board to fix the Directors’ remuneration at the annual general

meeting of the Company.

Save as disclosed above, in connection with the re-election of Mr. Huang as an independent





— 13 —

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide

requisite information to the Shareholders with regard to the Repurchase Mandate.

1. SHAREHOLDERS’ APPROVAL

The Listing Rules permit companies whose primary listings are on the Stock Exchange to

repurchase their shares on the Stock Exchange provided that the shares proposed to be repurchased

must be fully paid-up and all repurchases of shares must be approved in advance by an ordinary

resolution of the shareholders, either by way of a specific approval or a general mandate to the

directors of the company to make such repurchase.

2. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, there were 4,250,013,330 Shares in issue. Subject to the

passing of the ordinary resolution to approve the Repurchase Mandate at the Annual General Meeting

and on the basis that no further Shares are issued or repurchased from the Latest Practicable Date to

the date of the Annual General Meeting, the Company would be allowed to repurchase up to a

maximum of 425,001,333 Shares, representing 10% of the total number of issued Shares as at the date

of the passing of such resolution, under the Repurchase Mandate.

3. REASONS FOR THE REPURCHASES

The Directors believe that it is in the interests of the Company and the Shareholders as a whole

for the Directors to have a general authority from the Shareholders to repurchase Shares on the market.

Such repurchases may, depending on market conditions and funding arrangements at the time, lead to

an enhancement of the net asset value per Share and/or the earnings per Share and will benefit the

Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

In repurchasing the Company’s securities, the Company may only apply funds legally available

for the purpose in accordance with the Company’s memorandum of association, the Bye-laws, the

Listing Rules and the applicable laws of Bermuda.

Taking into account the current working capital and the gearing position of the Company, the

Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material

adverse effect on the working capital and/or the gearing position of the Company as compared with

the financial position as at 31 December 2019, being the date of its latest audited consolidated

financial statements. However, the Directors do not intend to make any repurchases to such an extent

as would, in the circumstances, have a material adverse effect on the working capital or the gearing

position of the Company which in the opinion of the Directors are from time to time appropriate for

the Company.

APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

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5. DIRECTORS, CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries,

any of their respective close associates has any present intention, in the event that the Repurchase

Mandate is approved by the Shareholders, to sell Shares to the Company.

No core connected person of the Company has notified the Company that he has a present

intention to sell Shares to the Company, or has undertaken not to do so, in the event that the

Repurchase Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable,

they will exercise all powers of the Company to make repurchase of Shares pursuant to the Repurchase

Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in

the six months preceding the Latest Practicable Date.

8. EFFECTS OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result

of the Directors exercising the powers of the Company to repurchase Shares pursuant to the

Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purpose

of Rules 26 and 32 of the Takeovers Code.

So far as the Company was aware, as at the Latest Practicable Date, China Gem Financial Group

Limited is beneficially interested in 820,092,952 Shares, representing approximately 19.30% of the

total number of Shares in issue. Hua Tai Investment Co. Ltd is beneficially interested in 648,878,128

Shares, representing approximately 15.27% of the total number of Shares in issue.

Based on such interests in the Shares and in the event that the Directors exercise in full the power

to repurchase Shares under the Repurchase Mandate and assuming that no further Shares are issued

or repurchased prior to the Annual General Meeting, the interests of China Gem Financial Group

Limited and Hua Tai Investment Co. Ltd will be increased to approximately 21.44% and 16.96% of

the total number of Shares in issue, respectively. To the best of the knowledge, information and belief

of the Directors and on the basis of the shareholding of the Company as at the Latest Practicable Date,

the Directors are currently not aware of any consequences which will arise under the Takeovers Code

as a result of any purchase of Shares made under the Repurchase Mandate, since none of the

substantial Shareholders would hold 30% or more of the shareholding of the Company after the

repurchase.


— 15 —

Assuming that there is no issue of Shares between the date of this circular and the date of a

repurchase and no disposal by any of the substantial Shareholders of their interests in the Shares, an

exercise of the Repurchase Mandate whether in whole or in part will not result in less than 25% of

the Shares being held by the public.

9. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during

each of the previous twelve months preceding the Latest Practicable Date were as follows:

Highest Lowest

HK$ HK$

2019

April 0.183 0.156

May 0.172 0.132

June 0.160 0.113

July 0.128 0.100

August 0.115 0.072

September 0.098 0.067

October 0.093 0.054

November 0.093 0.071

December 0.086 0.058

2020

January 0.070 0.047

February 0.079 0.056

March 0.074 0.050

April 0.066 0.049

May (up to and including the Latest Practicable Date) 0.060 0.048


— 16 —



(Stock Code: 1191)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of China Gem

Holdings Limited (the “Company”) will be held at Unit 2703, 27/F., Shui On Centre, Nos. 6-8

Harbour Road, Wanchai, Hong Kong on Monday, 29 June 2020 at 10:30 a.m. for the following

purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and the reports of the

directors of the Company (the “Directors”) and the auditors of the Company for the year

ended 31 December 2019.

2. (A) To re-elect the following retiring Directors:

(i) Mr. Chen Jie as an executive Director;

(ii) Mr. Liu Tingan as a non-executive Director;

(iii) Mr. Hong Yu as a non-executive Director;

(iv) Mr. Su Xihe as an independent non-executive Director;

(v) Ms. Chan Chu Hoi as an independent non-executive Director; and

(vi) Mr. Huang Yupeng as an independent non-executive Director.

(B) To authorise the board of Directors (the “Board”) to fix the remuneration of the

Directors for the ensuing year.

3. To re-appoint Yongtuo Fuson CPA Limited as the auditor of the Company and to authorise

the Board to fix its remuneration.


— 17 —

and, as special business, to consider and, if thought fit, to pass the following resolutions as

ordinary resolutions:

4. “THAT

(i) subject to sub-paragraph (iii) of this resolution, the exercise by the Directors during

the Relevant Period (as hereinafter defined) of all powers of the Company to allot,

issue and deal with additional shares of HK$0.01 each (“Shares”) in the share capital

of the Company and to make or grant offers, agreements and options (including

warrants, bonds and debentures convertible into shares of the Company) which would

or might require the exercise of such powers, subject to and in accordance with all

applicable laws and the bye-laws of the Company, be and is hereby generally and

unconditionally approved;

(ii) the approval in sub-paragraph (i) of this resolution shall authorise the Directors during

the Relevant Period to make or grant offers, agreements and options (including

warrants, bonds and debentures convertible into shares of the Company) which would

or might require the exercise of such powers after the end of the Relevant Period;

(iii) the aggregate number of shares of the Company allotted or agreed conditionally or

unconditionally to be allotted (whether pursuant to an option or otherwise) and issued

by the Directors pursuant to the approval in sub-paragraphs (i) and (ii) of this

resolution, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); or

(b) an issue of shares of the Company under any share option scheme of the Company

or similar arrangements for the time being adopted by the Company for the grant or

issue of shares or rights to acquire shares of the Company; or (c) an issue of shares

of the Company upon the exercise of rights of subscription or conversion under the

terms of any securities which are convertible into shares of the Company; or (d) an

issue of shares of the Company by way of any scrip dividend or similar arrangements

pursuant to the bye-laws of the Company from time to time, shall not exceed 20 per

cent. of the total number of the shares of the Company in issue as at the date of the

passing of this resolution, and the said approval shall be limited accordingly; and

(iv) for the purpose of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution

until whichever is the earliest of:


(b) the expiration of the period within which the next annual general meeting of the

Company is required by the bye-laws of the Company or any applicable laws of

Bermuda to be held; or

(c) the revocation or variation of the authority given under this resolution by an

ordinary resolution of the shareholders of the Company in general meeting.


— 18 —

“Rights Issue” means an offer of shares of the Company open for a period fixed by

the Directors to the holders of shares whose names stand on the register of members

of the Company on a fixed record date in proportion to their then holdings of such

shares as at that date (subject to such exclusion or other arrangements as the Directors

may deem necessary or expedient in relation to fractional entitlements or having

regard to any restrictions or obligations under the laws of, or the requirements of, any

recognised regulatory body or any stock exchange in any territory applicable to the

Company).”

5. “THAT

(i) subject to sub-paragraph (iii) of this resolution, the exercise by the Directors during

the Relevant Period (as hereinafter defined) of all powers of the Company to

repurchase issued shares of the Company on The Stock Exchange of Hong Kong

Limited (the “Stock Exchange”) or on any other stock exchange on which the shares

of the Company may be listed and recognised by the Securities and Futures

Commission of Hong Kong and the Stock Exchange for this purpose, subject to and

in accordance with all applicable laws, the bye-laws of the Company and the

requirements of the Rules Governing the Listing of Securities on the Stock Exchange

(the “Listing Rules”) or any other stock exchange as amended from time to time, be

and is hereby generally and unconditionally approved;

(ii) the approval in sub-paragraph (i) of this resolution shall be in addition to any other

authorisation given to the Directors and shall authorise the Directors on behalf of the

Company during the Relevant Period to procure the Company to repurchase its shares

at a price determined by the Directors;

(iii) the aggregate number of shares of the Company which the Directors are authorised to

repurchase pursuant to the approval in sub-paragraphs (i) and (ii) of this resolution

shall not exceed 10 per cent. of the total number of the shares of the Company in issue

as at the date of the passing of this resolution, and the said approval shall be limited

accordingly; and

(iv) for the purpose of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution

until whichever is the earliest of:


(b) the expiration of the period within which the next annual general meeting of the

Company is required by the bye-laws of the Company or any applicable laws of

Bermuda to be held; or

(c) the revocation or variation of the authority given under this resolution by an

ordinary resolution of the shareholders of the Company in general meeting.”


— 19 —

6. “THAT conditional upon the resolutions numbered 4 and 5 as set out in the notice

convening this Meeting being passed, the number of the issued shares of the Company

which are repurchased by the Company under the authority granted to the Directors

pursuant to and in accordance with the resolution numbered 5 above shall be added to the

number of the shares that may be allotted, issued or dealt with or agreed conditionally or

unconditionally to be allotted, issued and dealt with by the Directors pursuant to and in

accordance with the resolution numbered 4 as set out in the notice convening this Meeting.”

By order of the Board

China Gem Holdings LimitedChen Jie

Executive Director and Chief Executive

Hong Kong, 26 May 2020

Registered office:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Principal place of business in Hong Kong:

Room 2606B, 26/F.

Bank of America Tower

12 Harcourt Road

Central

Hong Kong


— 20 —

Notes:

1. Any shareholder of the Company entitled to attend and vote at the Meeting may appoint another person as his proxy toattend and vote instead of him. A shareholder of the Company who is the holder of two or more shares of the Company(the “Shares”) may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy needsnot be a shareholder of the Company. In addition, a proxy or proxies representing either a shareholder of the Companywho is an individual or a shareholder of the Company which is a corporation shall be entitled to exercise the same poweron behalf of the shareholder of the Company which he or they represent(s) as such shareholder of the Company couldexercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorisedin writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or otherperson authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of acorporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorisedto sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) underwhich it is signed, or a certified copy of such power or authority, shall be delivered to the branch share registrar andtransfer office of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’sRoad East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for theholding of the Meeting or any adjourned meeting thereof at which the person named in the instrument proposes to voteand, in default, the instrument of proxy shall not be treated as valid.

4. Completion and return of an instrument appointing a proxy shall not preclude a shareholder of the Company fromattending and voting in person at the Meeting or any adjournment thereof or on the poll concerned and, in such event,the instrument appointing a proxy shall be deemed to have been revoked.

5. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respectof the Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meetingthe vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votesof the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand inthe register of members of the Company (the “Register of Members”) in respect of the joint holding.

6. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the AGM willbe the close of business on Monday, 22 June 2020. All transfer documents accompanied by the relevant share certificatesmust be lodged with the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited, at Level 54, HopewellCentre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 22 June 2020.

7. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to changethe AGM arrangements at short notice. Shareholders should check the Company’s website at www.1191hk.com and theStock Exchange’s website at www.hkexnews.hk for future announcements and updates on the AGM arrangements.

As at the date of this notice, the Directors are as follows:

Executive Director:Mr. Chen Jie (Chief Executive)

Non-executive Directors:Mr. Liu Tingan (Chairman)Mr. Hong Yu

Independent Non-Executive DirectorsMr. Su XiheMs. Chan Chu HoiMr. Huang Yupeng


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