COMMUNICATION WITH SHAREHOLDERS AND INVESTORS
General Meetings with Shareholders
The Company communicates with its shareholders through its annual report, interim report and statutory and voluntary announcements. The Directors, the Company Secretary or appropriate members of senior management, where appropriate, also respond to inquiries from shareholders and investors on a timely basis. The Company's annual general meeting provides a useful platform for direct communication between the Board and shareholders. Resolutions put to vote at the general meetings of the Company are taken by poll. Procedures regarding the conduct of the poll are explained to the shareholders at the commencement of each general meeting. The poll results are posted on the websites of the Stock Exchange and the Company respectively on the same day as the poll.
Shareholders' Rights
SHAREHOLDERS’ RIGHTS TO CONVENE EXTRAORDINARY GENERAL MEETING AND PUT FORWARD PROPOSALS AT GENERAL MEETINGS
In accordance with the Articles, extraordinary general meetings shall be convened on the requisition of one or more shareholders of the Company holding, at the date of deposit of the requisition, not less than one-tenth of the paid up capital of the Company having the right of voting at general meetings. Such requisition shall be made in writing to the Directors or the Company Secretary for the purpose of requiring an extraordinary general meeting to be called by the Directors for the transaction of any business specified in such requisition. Such meeting shall be held within two months after the deposit of such requisition. If within 21 days of such deposit the Directors fail to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Directors shall be reimbursed to the requisitionist(s) by the Company.
There is no provision in the Articles setting out procedures for shareholders to put forward a resolution at general meetings. Shareholders who wish to move a resolution may request the Company to convene a general meeting following the procedures set out in the preceding paragraph.
As regards proposing a person for election as a Director by shareholders, please refer to the procedures available on the website of the Company.
PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR
The following procedures for shareholders (“Shareholders”) of Nova Group Holdings Limited (“Company”) to propose a person for election as a director of the Company are prepared in accordance with Article 110 of the articles of association of the Company:
1.1 If a Shareholder wishes to propose a person (“Candidate”) for election as a director of the Company (“Director”) at a general meeting, he/she should deposit (i) a written notice (“Proposal Notice”) of the intention to propose the Candidate for election as a Director; and (ii) a written notice (“Consent Notice”) by the Candidate of his willingness to be elected at either of the following addresses at least seven (7) clear days before the date of the general meeting and the period for lodgement of such notices shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and shall be at least seven (7) clear days in length:
Head office and principal place of business of the Company in Hong Kong:
Room 903, 9/F.,
Wings Building, 110-116 Queen's Road Central, Central,
Hong Kong
Hong Kong branch share registrar and transfer office of the Company
Tricor Investor Services Limited
17/F, Far East Finance Centre,
16 Harcourt Road,
Hong Kong
1.2 The Proposal Notice (i) must be accompanied by the information of the Candidate as required by Rule 13.51(2) of the Rules (“Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Exchange”), as summarised and set out in paragraph 1.5 below; and (ii) must be signed by the Shareholder proposing the Candidate for election as a Director.
1.3 The Consent Notice (i) must indicate his/her willingness to be elected and consent of the publication of his/her information as required by Rule 13.51(2) of the Listing Rules; and (ii) must be signed by the Candidate.
1.4 In order to allow the Shareholders to have sufficient time to consider the proposal of election of the Candidate as a Director, Shareholders who wish to make the proposal are urged to submit and lodge the Proposal Notice and the Consent Notice as early as practicable.
1.5 The Proposal Notice referred to in paragraph 1.2 shall be accompanied by the following information of the Candidate(s):
(a) full name and age;
(b) positions held with the Company and/or its members;
(c) experience including (i) other directorships held in the past 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;
(d) length or proposed length of service with the Company;
(e) relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, or an appropriate negative statement;
(f) interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, or an appropriate negative statement; and
(g) a declaration made by the Candidate in respect of the information required to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules, or an appropriate negative statement to that effect where there is no information to be disclosed pursuant to any of such requirements nor there are any other matters relating to that Candidate’s standing for election as a Director that should be brought to Shareholders’ attention.
2. To enable the Shareholders to make an informed decision on their election at a general meeting, the Company shall publish an announcement or issue a supplementary circular as soon as practicable after the receipt of the Proposal Notice and the Consent Notice. The Company shall include particulars of the Candidate in the announcement or supplementary circular. The Company shall assess whether or not it is necessary to adjourn the meeting of the election to give members at least 10 business days to consider the relevant information disclosed in the announcement or supplementary circular.
Shareholders' Communication Policy (The “Policy”)
We have a shareholders communication policy setting out strategies to promote effective communication with shareholders, with the aim of ensuring shareholders are provided with information about the Company to enable them to engage actively with the Company and to exercise their rights as shareholders in an informed manner.
Among the multiple channels we maintain for keeping close contact with all our shareholders, our annual general meeting, which enjoys strong participation from shareholders, provides a particularly good opportunity for communication between the Board and the shareholders. The chairmen of the Board and of the Committees are normally present to answer queries raised by shareholders. External auditor also attends and reports to shareholders at the annual general meeting every year.
Enquiries from Shareholders
Specific enquiries and suggestions by shareholders can be sent in writing to the Board or the Company Secretary at our registered address or by email to the Company at investor-relation@novahldg.com. In addition, shareholders can contact Computershare Hong Kong Investor Services Limited, the share registrar of the Company, if they have any enquiries about their shareholdings or entitlement to dividend.
The Company continuously enhances its website as a means of communication with stakeholders. Principal corporate governance structure, newsletters and webcasts of analysts’ briefings are available on our website.
Stakeholders Engagement
We maintain a constant dialogue with institutional investors and financial analysts through analyst briefings, investor meetings and periodic overseas roadshows.
