UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF
1934
For the month of July 2015
Commission File Number 000-53776
China
Metro-Rural Holdings Limited
(Translation of registrants name into English)
Suite 2204, 22/F, Sun Life Tower
The Gateway, 15 Canton Road
Tsimshatsui, Kowloon, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form
40-F ¨
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): ¨
The information included in the Report on Form
6-K is incorporated by reference into the registration statement on Form F-3 (File No. 333-171825).
Attached hereto and incorporated by reference herein is a notice of Annual General Meeting of the shareholders of China Metro-Rural
Holdings Limited to be held on September 16, 2015 and the proxy statement related thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: July 31, 2015 |
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CHINA METRO-RURAL HOLDINGS LIMITED |
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By |
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/s/ Sio Kam Seng |
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Sio Kam Seng Executive Director and Chairman of the Board and Chief Executive
Officer |
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
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Notice of the Annual General Meeting of the shareholders of China Metro-Rural Holdings Limited to be held on September 16, 2015 and the proxy statement related
thereto. |
Exhibit 99.1
China Metro-Rural Holdings Limited
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Dear Shareholders: |
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July 31, 2015 |
You are cordially invited to join us at the Annual General Meeting of shareholders of China Metro-Rural
Holdings Limited, or China Metro, to be held at 11:30 a.m. (Hong Kong time) on September 16, 2015. The Annual General Meeting will be held at China Metro-Rural Holdings Limited, located at Suite 2204, 22/F, Sun Life Tower, The Gateway, 15
Canton Road, Tsimshatsui, Kowloon, Hong Kong, for the following purposes:
1. To elect five Directors of the Company to hold
office until the next Annual General Meeting of shareholders or until their successors are duly elected and qualified.
2. To
approve the proposal of the Board of Directors to appoint PricewaterhouseCoopers (PwC) as the Companys independent registered public accounting firm for fiscal year ending March 31, 2016 and to authorize the directors to fix
their remuneration.
3. To transact such other business as may properly come before the Annual General Meeting or any
adjournment thereof.
The China Metro Annual General Meeting also will address such other business as may properly come before
the Annual General Meeting or any adjournment or postponement thereof.
The record date for the determination of shareholders
entitled to notice of, and to vote at, the China Metro Annual General Meeting and any adjournment or postponement thereof is August 11, 2015. Only shareholders of record at the close of business on that date are entitled to notice of, and to
vote at, the China Metro Annual General Meeting. At the close of business on the record date, China Metro had outstanding and entitled to vote (a) 73,543,782 ordinary shares, and (b) 100,000 preferred shares. The preferred shares
constituted an aggregate of 3,191,225 voting shares as of the close of business on the record date. Accordingly, a total of 76,735,007 shares are eligible to be voted at the Annual General Meeting.
Your vote is important. The affirmative vote of a majority of the votes cast in person or by proxy at the China Metro Annual General
Meeting is required for approval of Proposal Nos. 1, 2 and 3.
Even if you plan to attend the China Metro Annual General
Meeting in person, we request that you submit your proxy as soon as possible (i) through the internet, (ii) by telephone, or (iii) by signing and returning the enclosed proxy card to ensure that your shares will be represented at the
China Metro Annual General Meeting in the event you are unable to attend. If you fail to submit your proxy and do not vote in person at the Annual General Meeting, your shares will not be counted for purposes of determining whether a quorum is
present at the China Metro Annual General Meeting. Failure to submit a proxy will have no effect on Proposal No. 1, 2 and 3. If you attend the China Metro Annual General Meeting and have voted by proxy but wish to vote in person, you may
withdraw your proxy and vote in person.
The accompanying proxy statement describes Proposal Nos. 1, 2 and 3 in detail. We
encourage you to read the accompanying proxy statement carefully before completing and submitting your proxy.
It is important that your shares are represented at the Annual General Meeting. Even if
you plan to attend the Annual General Meeting in person, we hope that you will submit your proxy as soon as possible (i) through the internet, (ii) by telephone, or (iii) by signing and returning the enclosed proxy card. This will not
limit your right to attend or vote at the Annual General Meeting.
By order of the Board of Directors,
Sincerely,
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/s/ Sio Kam Seng |
Sio Kam Seng |
Executive Director and Chairman of |
the Board and Chief Executive Officer |
Neither the Securities and Exchange Commission nor any non-U.S. or state securities commission has
passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.
The accompanying proxy statement is dated July 31, 2015 and is first being mailed to China Metro shareholders on or about August 17, 2015.
China Metro-Rural Holdings Limited
Suite 2204, 22/F, Sun Life Tower, The Gateway
15 Canton Road, Tsimshatsui, Kowloon, Hong Kong
NOTICE OF ANNUAL GENERAL
MEETING OF SHAREHOLDERS
To Be Held On September 16, 2015
To the Shareholders of China Metro-Rural Holdings Limited:
Notice is hereby given that an Annual General Meeting (the Annual General Meeting) of shareholders of China Metro-Rural Holdings Limited, a British Virgin Islands company, or China Metro, will
be held at 11:30 a.m. (Hong Kong time) on September 16, 2015 at China Metro-Rural Holdings Limited, Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong, for the following purposes:
1. To elect five Directors of the Company to hold office until the next Annual General Meeting of shareholders or until their successors
are duly elected and qualified.
2. To approve the proposal of the Board of Directors to appoint PricewaterhouseCoopers
(PwC) as the Companys independent registered public accounting firm for fiscal year ending March 31, 2016 and to authorize the directors to fix their remuneration.
3. To transact such other business as may properly come before the Annual General Meeting or any adjournment thereof.
The China Metro Annual General Meeting also will address such other business as may properly come before the Annual General Meeting or
any adjournment or postponement thereof.
The Board of Directors of China Metro, on behalf of China Metro, is soliciting
proxies from the China Metro shareholders. The Board of Directors of China Metro has fixed August 11, 2015 as the record date for determination of shareholders entitled to notice of, and to vote at, the Annual General Meeting and any
adjournments or postponements thereof.
Whether or not you expect to attend the Annual General Meeting, to ensure that your
shares are represented at the Annual General Meeting, you should vote your proxy (i) through the internet, (ii) by telephone, or (iii) by completing, signing and dating the enclosed proxy card and returning it promptly in the enclosed
envelope. You may revoke your proxy and vote in person if you decide to attend the Annual General Meeting.
By Order of the Board of
Directors,
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/s/ Sio Kam Seng |
Sio Kam Seng |
Executive Director and Chairman of |
the Board and Chief Executive Officer |
Hong Kong
July 31, 2015
PROXY STATEMENT
PROPOSAL 1
ELECTION OF DIRECTORS
Five directors are to be elected to serve until the next Annual General Meeting of shareholders or until their successors are elected and qualified, or until their earlier resignation, removal or death.
The Board of Directors has nominated Mr. Sio Kam Seng, Mr. Ho Min Sang, Mr. Lai Chau Ming, Matthew; Mr. Wong Gee Hang, Henry; and Mr. Yuen Ka Lok, Ernest to serve as directors (the Nominees). Directors shall be
elected by shareholders holding a plurality of the votes represented by the ordinary shares and preferred shares present at the Annual General Meeting. In the event that any one of the Nominees is unable or declines to serve as a director, the Board
of Directors intends to substitute another person of their choice as nominee, in his place and stead, or to present such lesser number of directors in accordance with the Companys Articles of Association. The Board of Directors has no reason
to believe that any Nominee will be unable to serve or decline to serve as a director. However, if any Nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by the Board
of Directors, unless the Board of Directors decides to reduce the number of Directors. Any vacancy occurring between shareholders meetings, including vacancies resulting from an increase in the number of directors, may be filled by the Board
of Directors. A director elected to fill a vacancy shall hold office until the next Annual General Meeting.
THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
Information Regarding Nominees
The following table sets forth the name and position(s) held with the Company, of each director of the Company. Each director of the Company has been nominated by the Board of Directors as a Nominee.
Further information with respect to each Nominee is set forth in the description of business experience of such persons below.
OUR DIRECTORS
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Mr. Sio Kam Seng |
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Chairman of the Board, Chief Executive Officer and Acting Chief Financial Officer |
Mr. Ho Min Sang |
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Director |
Mr. Lai Chau Ming, Matthew |
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Director |
Mr. Wong Gee Hang, Henry |
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Director |
Mr. Yuen Ka Lok, Ernest |
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Director |
1
Mr. SIO Kam Seng has served as Chairman of the Board and Chief Executive Officer of the
Company since August 25, 2011, and Acting Chief Financial Officer since July 19, 2013. Mr. Sio served as Vice Chairman of the Board and Chief Executive Officer of the Company from March 22, 2010 until August 25, 2011.
Mr. Sio has served as Chairman of the board of directors of China Metro-Rural Limited and China Metro-Rural Exchange Limited (a Hong Kong company) since January 1, 2010. He holds a Bachelor of Science degree in Construction Management from
Queens University of Brighton and a Master of Business Administration degree from the University of Wales. He is a member of the Institute of Public Accountants, a member of the Institute of Certified Management Accountants, a member of the
Chartered Institute of Building, a member of the Society of Environmental Engineers and an associate of the Chartered Institute of Arbitrators. He is a Certified Management Accountant of Australia and is also a Chartered Builder of United Kingdom.
He has over 20 years of experience in insurance and senior management. Prior to joining the China Metro Group, he served as area manager of HSBC Insurance Group from 1989 to 1992, assistant general manager of Sime Insurance Group from 1993 to 1995,
director and chief executive officer of MSHI from 1995 to 1997. He also served as director and general manager of Accette Insurance Hong Kong from 1998 to June 2009 and has remained as its director since then.
Mr. HO Min Sang has served as our Director since August 25, 2011 and he was one of the initial investors in the Company and was
involved in the Companys business development until the Company was publicly listed, given his insight into the Companys values, structure and goals. Mr. Ho has over 25 years experience in the fine jewelry business including retail,
wholesale and manufacturing. Mr. Ho has served as the Chairman of CARINE FRANCOIS France since 1985. CARINE FRANCOIS is the second largest importer both in quantity and value of fine jewelry in France. As the Chairman of his group of companies,
his investments covered France, Hong Kong and Mainland China. He is experienced in the areas of enterprise management and business development.
Mr. LAI Chau Ming, Matthew, has served as our Director since July 24, 2009. He has also served as a Director of MSHI since November 1996. Mr. Lai has been Sales Director of DBS Vickers
(Hong Kong) Limited since July 1996. Prior to his joining DBS Vickers, Mr. Lai served from 1972 to 1996 as a Senior Manager of Sun Hung Kai Investment Company Limited, an investment company in Hong Kong. Mr. Lai has over 30 years
experience in investment. He is experienced in the areas of financial management and planning.
Mr. WONG Gee Hang, Henry,
has served as our Director since July 24, 2009. He has also served as a Director of MSHI since April 2005. Mr. Wong has over 30 years of experience in accounting, property investment and development and general management. Mr. Wong
has also served as the Managing Director of Marspeed Limited, a consultancy firm of property development, investment and management. Mr. Wong had been a member of senior management in a Hong Kong property developer for more than 15 years. He is
a member of the Certified Management Accountants (Australia) and a full member of The Hong Kong Management Association.
Mr. YUEN Ka Lok, Ernest, has served as our Director since September 1, 2010. Mr. Yuen has been a solicitor and a partner
of Messer. Yuen & Partners since 1997. He has more than 20 years of experience in litigations and commercial works. He received his Bachelor Degree in Commerce from University of Toronto in Canada. Mr. Yuen is a member of the Law
Society of Hong Kong.
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PROPOSAL 2
APPROVAL OF THE PROPOSAL OF THE BOARD OF DIRECTORS TO APPOINT PRICEWATERHOUSECOOPERS (PwC) AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING MARCH
31, 2016 AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
The Board of Directors proposes to appoint PwC as the
Companys independent registered public accounting firm for the fiscal year ending March 31, 2016. PwC has served as the Companys independent registered public accounting firm since 2010 and will have one or more representatives at
the Annual General Meeting. Such representatives will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE TO APPROVE THE PROPOSAL TO APPOINT PRICEWATERHOUSECOOPERS AS
THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING MARCH 31, 2016 AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION.
Other Matters
The Board of Directors is not aware of any business other
than the aforementioned matters that will be presented for consideration at the Annual General Meeting. If other matters properly come before the Annual General Meeting, the persons named in the enclosed proxy card will vote on these matters in
accordance with their judgment.
Householding
The Company delivers a copy of its proxy materials to each shareholder, including those who share an address. Upon written or oral request, the Company will deliver a separate copy of its proxy materials
to a shareholder at a shared address to which a single copy of its proxy materials was previously delivered. Shareholders who share the same last name or address and want to receive (1) only one copy of the proxy materials or (2) a
separate copy of the proxy materials, as applicable, may make such request by notifying the Company in writing no later than 30 days prior to the mailing of the proxy materials in August of each year at the following address: Suite 2204, 22/F, Sun
Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong or by calling (852) 2111 3815.
Annual Reports
A copy of the Companys 2015 Annual Report on Form 20-F for the fiscal year ended March 31, 2015, together with
the audited consolidated financial statements of the Company contained therein, accompany this Notice of Annual General Meeting and proxy statement. The Annual Report on Form 20-F is not to be treated as part of the proxy solicitation material or as
having been incorporated by reference therein.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL GENERAL MEETING IN PERSON ARE URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD IN THE REPLY ENVELOPE PROVIDED.
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By Order of the Board of Directors |
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/s/ Sio Kam Seng |
Sio Kam Seng |
Executive Director and Chairman of the Board and Chief Executive Officer |
3
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
CHINA METRO-RURAL HOLDINGS LIMITED
September 16, 2015
GO GREEN
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e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs,
clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. |
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Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:
The Notice & Proxy Statement is/are available at https://materials.proxyvote.com/G3163G.
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
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¢ 20730003000000000000 9 |
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090514
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
DIRECTORS AND FOR PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK
INK AS SHOWN HERE x |
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1. Election of Directors: |
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NOMINEES:
Mr. Sio Kam Seng
Mr. Ho Min Sang
Mr. Lai Chau Ming, Matthew
Mr. Wong Gee Hang, Henry
Mr. Yuen Ka Lok, Ernest |
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FOR
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AGAINST
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ABSTAIN
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FOR ALL NOMINEES
WITHHOLD AUTHORITY
FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below) |
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2. To approve the proposal of the Board of Directors to appoint PricewaterhouseCoopers as the
Companys independent registered public accounting firm for fiscal year ending March 31, 2016 and to authorize the directors to fix their remuneration. |
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The Board of Directors does not have a
recommendation for voting on the following proposal(s): |
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3. To transact such other business as may properly come before the Annual General Meeting
or any adjournment or postponement thereof. |
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INSTRUCTIONS: To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here:
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In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Annual General Meeting. This proxy when properly executed will be voted as directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR ALL NOMINEES
in Proposal 1 and FOR Proposal 2. |
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NOTE: Should the undersigned be present
and elect to vote at the Meeting or at any adjournments thereof, and after notification to the Secretary of the Company at the Meeting of the shareholders decision to terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be revoked by filling a written notice of revocation with the Secretary of the Company or by duly executing a proxy bearing a later date. |
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To change the address on your account, please check the box at right and indicate your
new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
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Signature of Shareholder |
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Date: |
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Signature of Shareholder |
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Date: |
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney,
trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized
person. |
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ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
CHINA METRO-RURAL HOLDINGS LIMITED
September 16, 2015
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PROXY VOTING INSTRUCTIONS |
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INTERNET - Access www.voteproxy.com and follow
the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from
foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote
online/phone until 11:59 PM EST on September 9, 2015.
MAIL - Sign, date and mail your proxy card in the
envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual
General Meeting.
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access
your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.
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COMPANY NUMBER |
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ACCOUNT NUMBER |
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20730003000000000000 9 |
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090514
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THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x |
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1. Election of Directors: |
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NOMINEES:
Mr. Sio Kam Seng
Mr. Ho Min Sang
Mr. Lai Chau Ming, Matthew
Mr. Wong Gee Hang, Henry
Mr. Yuen Ka Lok, Ernest |
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FOR
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AGAINST
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ABSTAIN
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FOR ALL NOMINEES
WITHHOLD AUTHORITY
FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below) |
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2. To approve the proposal of the Board of Directors to appoint PricewaterhouseCoopers as the
Companys independent registered public accounting firm for fiscal year ending March 31, 2016 and to authorize the directors to fix their remuneration. |
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The Board of Directors does not have a
recommendation for voting on the following proposal(s): |
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3. To transact such other business as may properly come before the Annual General Meeting
or any adjournment or postponement thereof. |
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INSTRUCTIONS: To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here:
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In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Annual General Meeting. This proxy when properly executed will be voted as directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR ALL NOMINEES
in Proposal 1 and FOR Proposal 2. |
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NOTE: Should the undersigned be present
and elect to vote at the Meeting or at any adjournments thereof, and after notification to the Secretary of the Company at the Meeting of the shareholders decision to terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be revoked by filling a written notice of revocation with the Secretary of the Company or by duly executing a proxy bearing a later date. |
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To change the address on your account, please check the box at right and indicate your
new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
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Signature of Shareholder |
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Date: |
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Signature of Shareholder |
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Date: |
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Note:
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Please sign exactly as your name or names appear on this Proxy.
When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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CHINA METRO-RURAL HOLDINGS LIMITED |
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Proxy for Annual General Meeting of Shareholders on September 16, 2015, |
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Solicited on Behalf of the Board of Directors |
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The undersigned, revoking all prior proxies, hereby appoints Mr. Cheng Chung Hing, Ricky, and Mr. Sio Kam
Seng, and each of them, with full power of substitution in each, as proxies for the undersigned, to represent the undersigned and to vote all the ordinary and preferred shares of the Company which the undersigned would be entitled to vote, as fully
as the undersigned could vote and act if personally present, at the Annual General Meeting of Shareholders (the Annual General Meeting) to be held on September 16, 2015, at 11:30 a.m. local time, at Suite 2204, 22/F, Sun Life Tower,
The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong, or at any adjournment or postponement thereof.
The board of directors recommends a vote FOR Proposal 1 and 2 herein. To vote in accordance with the recommendations of the board of
directors, just sign on the reverse side and mark the appropriate box. If any other business is presented at the Annual General Meeting, this proxy will be voted by those named in this proxy in their best judgment. At the present time, the board of
directors knows of no other business to be presented at the Annual General Meeting. |
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(Continued and to be signed on the reverse side.) |
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14475 |
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