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GENERAL ENQUIRIES


T    +852 3606 9200
F    +852 2869 1609
E     contactus@afh.hk

ASIA INSURANCE
 

T    +852 3606 9933
F    +852 2810 0225
E     mailbox@afh.hk

W    asiainsurance.hk

INVESTOR RELATIONS

T    +852 3606 9200
F    +852 2869 1609
E     contactus@afh.hk

© 2019 Asia Financial Holdings Limited All Right Reserved

SHAREHOLDERS' RIGHTS AND COMMUNICATION POLICY 

 

SHAREHOLDERS’ RIGHTS

Convening a Special General Meeting

 

  • Shareholders holding in aggregate of not less than one-tenth (1/10) of the paid up capital can send a written request to the Board of Directors (the “Board”) or the Secretary of Asia Financial Holdings Limited (the “Company”) to request a Special General Meeting (“SGM”).

 

  • The written request should be deposited at the principal place of business of the Company at 16th Floor, Worldwide House, 19 Des Voeux Road Central, Hong Kong, for the attention of the Company Secretary.

 

  • The written request must state the resolution(s), accompanied by a statement of the matters referred in the proposed resolution(s) and signed by the shareholders concerned.

 

  • The request will be verified with the Company’s share registrar and upon its confirmation that the request is proper and in order, the Company will convene a SGM within twenty-one (21) days of the deposit of the request. The actual SGM shall be held within two (2) months after the deposit of the written request.

 

  • Notice of SGM will be sent out at least fourteen (14) clear days before the meeting unless shorter notice is permitted by the majority members having the right to attend and vote at the meeting.

Making Proposals at Shareholders’ Meeting

  • Shareholder can send a written request to the Board or the Secretary of the Company to make proposal(s) at a shareholders’ meeting.
     

  • The written request must state the resolution(s), accompanied by a statement of the matters referred in the proposed resolution(s) and signed by the shareholder concerned
     

  • The written request should be deposited with the Company at its principal place of business at least fourteen (14) clear days before the date of the shareholders’ meeting.
     

  • The request will be verified with the Company’s share registrar and upon its confirmation that the request is proper and in order, the Company Secretary will ask the Board to include the proposed resolution(s) in the agenda for the shareholders’ meeting.
     

  • A revised notice of the shareholders’ meeting that included the proposed resolution(s) will be issued to the shareholders.

Demanding Poll Voting

  • In accordance with the Company’s Bye-law 66, shareholders can demand poll voting at any general meeting if: (i) at least three (3) shareholders present in person or by proxy that are entitled to vote at the meeting; or (ii) by shareholder(s) present in person or by proxy and representing not less than one-tenth (1/10) of the total voting rights of all shareholders having the right to vote at the meeting; or (iii) by shareholder(s) present in person or by proxy and holding shares aggregated to not less than one-tenth (1/10) of the total paid up shares.
     

  • The result of the poll shall be the resolution of the meeting. The Company must announce the meeting’s poll voting result as such disclosure is required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

Sending Enquiries

  • Shareholders enquire about their shareholdings should contact the Company’s Hong Kong Branch Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
     

  • Shareholders who have any queries to the Board should send the questions to the Company Secretary whose details are as follows:

    The Company Secretary
    Asia Financial Holdings Limited
    16th Floor, Worldwide House
    19 Des Voeux Road Central
    Hong Kong
    Email: contactus@afh.hk
    Tel. No.: (852) 3606 9200
    Fax No.: (852) 2545 3881

Nomination of Person for Director Election

  • Shareholder wishes to nominate a person to stand for election as a director at the Company’s annual general meeting (“AGM”) should send a written notice to the Company Secretary at the Company’s principal place of business within the period of at least seven (7) days as determined by the Company. Such lodgement period will commence no earlier than the day after dispatch of the notice of AGM and end no later than seven (7) days prior to the date of AGM.
     

  • The nomination notice must be signed by the nominating shareholder and stated: (i) the name, address and shareholding of the nominating shareholder; (ii) the proposed candidate’s biographical details as required by the Rule 13.51(2) of the Listing Rules; and (iii) a signed letter from the candidate confirming willingness to act as director if being elected.
     

  • The nomination notice will be verified with the Company’s share registrar and upon its confirmation that the notice is proper and in order, the Company Secretary will arrange a meeting of the Nomination Committee (the “Committee”) of the Company.
     

  • The nomination notice will be reviewed by the members of the Committee who will consider the factors such as gender, age, cultural and educational background, character, integrity, diversity of experience, area of expertise, other commitments, independence and other factors that the Committee may consider appropriate.
     

  • After assessing the nomination, the Committee will send a report to the Board advising whether the candidate possessed the qualifications for a position on the Board. The Committee will recommend the right candidate to the Board for election as a director at the AGM.
     

  • The Company will publish an announcement or issue a supplementary circular and dispatch it to shareholders containing the details of the candidate(s) proposed. The Board’s consideration, rationale and assessment conclusion recommended by the Committee should be included in the supplementary circular for the consideration of shareholders. If for INED nomination, it should further explain on identification process, independence, sufficient time commitment, contribution in the diversity of the Board.
     

  • The shareholder proposing the candidate will be required to attend the AGM and read out the proposed resolution at the AGM.

SHAREHOLDERS’ COMMUNICATION POLICY

Objective
 

This policy aims to set out the strategies and channels employed by Asia Financial Holdings Limited (the “Company”) to communicate with its shareholders, both individual and institutional investors (collectively “Shareholders”).

General Policy

  • Shareholders shall be provided with ready, equal, timely and understandable information about the Company (including its financial performance, strategic goals and plans, material development, governance and risk profile) in order to enable Shareholders to exercise their rights in an informed manner.
     

  • The Board of Directors (the “Board”) of the Company shall maintain an open and candid communication with Shareholders.
     

  • The Board always welcomes Shareholders’ views and input. Shareholders may at any time address their concerns to the Company Secretary by mail to the Company’s principal place of business at 16th Floor, Worldwide House, 19 Des Voeux Road Central, Hong Kong or by email at contactus@afh.hk.
     

  • Shareholders are encouraged to access corporate information and communicate with the Company through the Company’s website (www.afh.hk).

Communication Channels

  • Shareholders should direct questions about their shareholdings to the Company’s Hong Kong Branch Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
     

  • Shareholders may at any time request for the Company’s information from the Company Secretary to the extent such information is publicly available.
     

  • Information released by the Company to The Stock Exchange of Hong Kong Limited is also posted on the Company’s website as soon as practicable after the release to the HKExnews website (www.hkexnews.hk).
     

  • Shareholders are encouraged to participate in general meetings or to appoint proxies to attend and vote at the meetings for and on their behalf if they are unable to attend the meetings.
     

  • The Chairman or the President of the Company or their delegates, appropriate management executives, the chairmen of corporate governance committees and external auditor shall attend the Company’s annual general meeting to answer Shareholders’ questions.
     

  • Shareholders who want to put forward proposals at an annual general meeting or special general meeting should send their written proposals to the Company Secretary. The relevant procedures are set out in the Shareholders’ Rights document which is available on the Company’s website or on request to the Company Secretary.
     

  • The procedures for Shareholders to convene a special general meeting are listed in the Shareholders’ Rights document which is available on the Company’s website or on request to the Company Secretary.
     

  • Directors and employees of the Company who have contacts or dialogues with investors, analysts, media or other interested outside parties are required to comply with disclosure obligations and requirements of the Company.

Shareholders’ Privacy
 

The Company recognizes the importance of Shareholders’ privacy and will not disclose Shareholders’ information without their consent, unless it is required by law to do so.

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