海航實業集團股份有限公司 hna holding group co. limited - HKEXnews

Nov 10, 2017 - The proposed Change of Company Name and the ... that the proposed Change of Company Name is in the best interest of the Company.
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

海航實業集團股份有限公司 HNA HOLDING GROUP CO. LIMITED (Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

(1) PROPOSED CHANGE OF COMPANY NAME AND CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION AND (2) CLOSURE OF REGISTER OF MEMBERS (1) P RO P O S E D C H A N G E O F C O M PA N Y N A M E A N D C O R R E S P O N D I N G AMENDMENT TO THE ARTICLES OF ASSOCIATION The Board proposes to the Shareholders to change the name of the Company from “HNA Holding Group Co. Limited 海航實業集團股份有限公司” to “CWT International Limited”. The Articles of Association will be required to be amended as a result of the proposed Change of Company Name. The proposed Change of Company Name and the corresponding amendment to the Articles of Association are subject to, among other things, the approval of the Shareholders by special resolutions at the GM. A circular containing further information regarding the proposed Change of Company Name and the corresponding amendment to the Articles of Association together with the notice of the GM are expected to be despatched to the Shareholders on or about 13 November 2017. (2) CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed from Friday, 24 November 2017 to Wednesday, 29 November 2017 (both days inclusive) to determine the entitlement to attend and vote at the GM. During such period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the GM, all transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 23 November 2017 for registration.

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(1) P R O P O S E D C H A N G E O F C O M PA N Y N A M E A N D C O R R E S P O N D I N G AMENDMENT TO THE ARTICLES OF ASSOCIATION The board of directors (the “Board”) of HNA Holding Group Co. Limited (the “Company” and together with its subsidiaries, the “Group”) proposes to the shareholders of the Company (the “Shareholders”) to change the name of the Company from “HNA Holding Group Co. Limited 海航實業集團股份有限公司” to “CWT International Limited” (the “Change of Company Name”). The articles of association of the Company (the “Articles of Association”) will be required to be amended as a result of the Change of Company Name. Special resolutions will be proposed at a general meeting of the Company to be convened on Wednesday, 29 November 2017 (the “GM”) for the Shareholders to consider, and, if thought fit, to approve, among other things, the proposed Change of Company Name and the corresponding amendment to the Articles of Association. Corresponding amendment to the Articles of Association The Articles of Association will be required to be amended as a result of the proposed Change of Company Name. The Board resolved to propose to amend Article 3 of the Articles of Association as follows: The name of the Company is “CWT International Limited”. Reasons for the proposed Change of Company Name Upon completion of the voluntary conditional general offer for acquisition of CWT Limited in November 2017, CWT Limited has become a subsidiary of the Company holding 98.10%; hence, the business segments of CWT Limited and its subsidiaries, namely, commodity marketing, financial services and logistics services have become the core business of the Group. The Board considers that the proposed Change of Company Name will better reflect and align with the business and development strategy of the Group. Accordingly, the Board considers that the proposed Change of Company Name is in the best interest of the Company and the Shareholders as a whole. Conditions of the Change of Company Name and the corresponding amendment to the Articles of Association The proposed Change of Company Name and the corresponding amendment to the Articles of Association are subject to: (a) the passing of special resolutions by the Shareholders approving the Change of Company Name and the corresponding amendment to the Articles of Association at the GM; and (b) the Registrar of Companies in Hong Kong approving the Change of Company Name and issuing a certificate of change of name.

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Subject to the satisfaction of the conditions set out above, the Change of Company Name and the corresponding amendment to the Articles of Association will take effect on the date of entry of the new name of the Company on the register maintained by the Registrar of Companies in Hong Kong. Effects of the Change of Company Name The proposed Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the Company’s existing name shall continue to be evidence of title and valid for trading, settlement, registration and delivery for the same number of shares in the new name of the Company. There will not be any arrangements for free exchange of existing share certificates for new share certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, the Shares will be traded on the Main Board of The Stock Exchange of Hong Kong Limited under a new stock short name and new share certificates will be issued bearing the new name of the Company. General A circular containing further information regarding the proposed Change of Company Name and the corresponding amendment to the Articles of Association together with the notice of the GM and the proxy form are expected to be despatched to the Shareholders on or about 13 November 2017. Further announcement(s) will be made by the Company to inform the Shareholders of the results of the GM, the effective date of the Change of Company Name and the new stock short name(s) of the Company for trading of the Shares on the Stock Exchange as and when appropriate. (2) CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed from Friday, 24 November 2017 to Wednesday, 29 November 2017 (both days inclusive) to determine the entitlement to attend and vote at the GM. During such period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the GM, all transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 23 November 2017 for registration. By order of the Board HNA Holding Group Co. Limited Xu Haohao Executive Director Hong Kong, 10 November 2017 As at the date of this announcement, the Board comprises Mr. Zhao Quan (Executive Director and Co-Chairman), Mr. Wang Shuang (Executive Director and Co-Chairman), Mr. Xu Haohao (Executive Director and President), Mr. Leung Shun Sang, Tony (Non-executive Director), Mr. Wang Hao (Non-executive Director), Mr. Mung Bun Man, Alan (Non-executive Director), Mr. Leung Kai Cheung (Independent Non-executive Director), Mr. Liem Chi Kit, Kevin (Independent Non-executive Director) and Mr. Lam Kin Fung, Jeffrey (Independent Non-executive Director).

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