If you are in doubt as to any aspect of this circular or as to the action to be taken, you
should consult your stockbroker or other registered dealer in securities, bank manager,
solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Bauhaus International (Holdings)
Limited, you should at once hand this circular and the accompanying form of proxy to
the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through
whom the sale or transfer was effected for transmission to the purchaser(s) or the
transferee(s).
Bauhaus International (Holdings) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 483)
PROPOSALS FOR RE-ELECTION OF DIRECTORS
GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES
AND NOTICE OF ANNUAL GENERAL MEETING
A notice of annual general meeting of Bauhaus International (Holdings) Limited to be
held at 10:00 a.m. on Thursday, 23 August 2007 at Room 501, Sino Industrial Plaza, 9 Kai
Cheung Road, Kowloon Bay, Kowloon, Hong Kong is set out on pages 13 to 16 of this
circular. Whether or not you are able to attend the meeting in person, please complete the
enclosed form of proxy in accordance with the instructions printed thereon and return it
to the branch share registrar of the Company in Hong Kong, Tricor Investor Services
Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as
soon as practicable and in any event not later than 48 hours before the time appointed for
holding the meeting or any adjournment thereof. Completion and return of the form of
proxy will not preclude you from attending and voting in person at the meeting or any
adjourned meeting should you so wish.
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
30 July 2007
This circular includes particulars given in compliance with the Listing Rules for the
purpose of giving information with regard to the Group. The Directors collectively and
individually accept full responsibility for the accuracy of the information contained in this
circular and confirm, having made all reasonable enquiries, that to the best of their knowledge
and belief there are no other facts the omission of which would make any statement herein
misleading.
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Appendix I — Details of retiring Directors proposed for re-election . . . . . . . 7
Appendix II — Explanatory statement for the Repurchase Mandate . . . . . . . . 10
Appendix III — Notice of Annual General Meeting . . . . . . . . . . . . . . . . . .
| 13 |
| CONTENTS |
| – i – |
In this circular, the following expressions shall have the following meanings unless the
context indicates
‘‘Annual General Meeting’’ the annual general meeting of the Company to be held
at 10:00 a.m. on Thursday, 23 August 2007 at Room
501, Sino Industrial Plaza, 9 Kai Cheung Road,
Kowloon Bay, Kowloon, Hong Kong or any
adjournment thereof
‘‘Articles’’ the articles of association of the Company
‘‘associates’’ has the same meaning as ascribed to it under the
Listing Rules
‘‘Board’’ the board of Directors
‘‘Companies Ordinance’’ the Companies Ordinance (Chapter 32 of the Laws of
Hong Kong)
‘‘Company’’ Bauhaus International (Holdings) Limited, a company
incorporated in the Cayman Islands with limited
liability, and the securities of which are listed on the
main board of the Stock Exchange
‘‘connected person’’ has the same meaning as ascribed to it under the
Listing Rules
‘‘Director(s)’’ the director(s) of the Company
‘‘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
PRC
‘‘Latest Practicable Date’’ 26 July 2007, being the latest practicable date prior to
the printing of this circular for ascertaining certain
information contained herein
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the
Stock Exchange
‘‘PRC’’ the People’s Republic of China
‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong)
‘‘Shareholder(s)’’ the holder(s) of the Share(s)
DEFINITIONS
– 1 –
‘‘Share(s)’’ the ordinary share(s) of HK$0.10 each in the share
capital of the Company
‘‘Stock Exchange’’
DEFINITIONS
– 2 –
Bauhaus International (Holdings) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 483)
Executive Directors:
Mr. Wong Yui Lam (Chairman and
Chief Executive Officer)
Madam Tong She Man, Winnie (Vice-Chairman)
Madam Lee Yuk Ming
Mr. Yeung Yat Hang
Independent non-executive Directors:
Mr. Chu To Ki
Mr. Mak Wing Kit
Dr. Wong Yun Kuen
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
British West Indies
Head office and principal place
of business in Hong Kong:
Room 501
Sino Industrial Plaza
9 Kai Cheung Road
Kowloon Bay
Kowloon
Hong Kong
30 July 2007
To the Shareholders
Dear Sir/Madam
PROPOSALS FOR RE-ELECTION OF DIRECTORS
GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES
AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give Shareholders the notice of Annual General
Meeting and provide the Shareholders with details regarding (i) the re-election of
Directors retiring at the Annual General Meeting; and (ii) the proposed granting of
general mandates to the Directors to issue and repurchase the Shares. Such proposals will
be dealt at the Annual General Meeting.
LETTER FROM THE BOARD
– 3 –
RE-ELECTION OF DIRECTORS
Pursuant to the Articles, at each annual general meeting, one third of the Directors
for the time being (or if their number is not a multiple of three, then the number nearest
to but not less than one third) shall retire from office by rotation provided that every
Director shall be subject to retirement by rotation at least once every three years.
Accordingly, Mr. Wong Yui Lam, Mr. Chu To Ki and Dr. Wong Yun Kuen, who
have to retire by rotation pursuant to the Articles, will retire at the Annual General
Meeting, and being eligible, they will offer themselves for re-election at the Annual
General Meeting. Details of the Directors who are proposed to be re-elected at the Annual
General Meeting are set out in Appendix I to this circular.
GENERAL MANDATES
At the Annual General Meeting, separate ordinary resolutions will be proposed to
grant the general mandates to the Directors (i) to allot, issue and otherwise deal with
Shares not exceeding in aggregate 20% of the aggregate nominal amount of the share
capital of the Company in issue at the date of the passing of such resolution (the ‘‘Issue
Mandate’’); (ii) to repurchase issued and fully paid Shares on the Stock Exchange up to a
maximum of 10% of the aggregate nominal amount of the issued share capital of the
Company at the date of passing of such resolution (the ‘‘Repurchase Mandate’’); and (iii)
to add the aggregate amount of the Shares repurchased by the Company to the Issue
Mandate.
As at the Latest Practicable Date, the Company has 359,450,000 Shares in issue.
Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate
and on the basis that no Shares are issued or repurchased by the Company prior to the
Annual General Meeting, the exercise of the Repurchase Mandate in full would result in
up to 35,945,000 Shares being repurchased by the Company during the period prior to the
next annual general meeting of the Company following the passing of the resolution
referred to herein or the date upon which the Repurchase Mandate is revoked or varied
by an ordinary resolution of the Shareholders in a general meeting of the Company.
Resolution no. 5 set out in the notice of Annual General Meeting will be proposed at
the Annual General Meeting to grant the mandates to issue and repurchase Shares. With
reference to these resolutions, the Directors wish to state that they have no present
intention to repurchase any Shares or to issue any new Shares pursuant to the relevant
mandates.
Under the Listing Rules, the Company is required to give to the Shareholders all
information which is reasonably necessary to enable the Shareholders to make an
informed decision as to whether to vote for or against the resolution to grant to the
Directors of the Repurchase Mandate. The explanatory statement required by the Listing
Rules to be included in this circular is set out in the Appendix II to this circular.
LETTER FROM THE BOARD
– 4 –
ANNUAL GENERAL MEETING
A notice of Annual General Meeting is set out in Appendix III to this circular. At the
Annual General Meeting, resolution no. 5 set out in the notice of Annual General Meeting
will be proposed to grant a general mandate for the repurchase of Shares and the general
mandate to allot, issue and deal with additional Shares.
A form of proxy for use at the Annual General Meeting is also enclosed with this
circular. To be valid, the form of proxy, together with a power of attorney or other
authority, if any, under which it is signed or a notarially certified copy thereof, must be
lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services
Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not
less than 48 hours before the time appointed for holding the Annual General Meeting or
any adjournment thereof. Completion and delivery of the form of proxy will not preclude
you from attending and voting in person at the Annual General Meeting.
RIGHT TO DEMAND A POLL
Pursuant to article 66 of the Articles, every resolution submitted to a general
meeting shall be determined on a show of hands in the first instance by the Shareholders
present in person, but a poll may be demanded (before or upon the declaration of the
result of the show of hands or on the withdrawal of any other demand for a poll) by the
Chairman or by:
(a) at least three Shareholders present in person or, in case of a Shareholder being
a corporation, by its duly authorised representative or by proxy for the time
being entitled to vote at the meeting; or
(b) a Shareholder or Shareholders present in person or, in case of a Shareholder
being a corporation, by its duly authorised representative or by proxy and
representing not less than one-tenth of the total voting rights of all
Shareholders having the right to vote at the meeting; or
(c) a Shareholder or Shareholders present in person or, in case of a Shareholder
being a corporation, by its duly authorised representative or by proxy and
holding shares in the Company conferring a right to vote at the meeting, being
shares on which an aggregate sum has been paid up equal to not less than one-
tenth of the total sum paid up on all the shares conferring that right; or
(d) if required by the rules of the designated stock exchange, by any Director or
Directors who, individually or collectively, hold proxies in respect of Shares
representing five per cent. or more of the total voting rights at such meeting.
LETTER FROM THE BOARD
– 5 –
RECOMMENDATION
The Directors consider that the proposals for re-election of Directors and the grant of
the general mandates to issue and repurchase Shares are in the interests of the Company
and the Shareholders as a whole. Accordingly, the Directors recommend that all the
Shareholders to vote in favour of the resolutions as set out in the notice of Annual
General Meeting.
Yours faithfully,
For and on behalf of the board of Directors of
Bauhaus International (Holdings) Limited
Wong Yui Lam
Chairman
LETTER FROM THE BOARD
– 6 –
The details of the retiring Directors proposed for re-election at the Annual General
Meeting are set out below:
(a) Mr. Wong Yui Lam
Mr. Wong Yui Lam, aged 49, is the co-founder and chairman of the Group. He
is responsible for the overall development and strategic planning of the Group. Mr.
Wong conceived the concept and brandname ‘‘TOUGH’’, the first house brand of the
Group, and is responsible for overall development including design and direction of
the brand. Mr. Wong has over 14 years of experience in the fashion industry in
Hong Kong. He was awarded the Teacher’s Certificate by Sir Robert Black College of
Education in 1981. He did not have any relationship with any other Director, senior
management, substantial shareholder or controlling shareholder of the Company as
at the Latest Practicable Date.
Save as being an executive Director, Mr. Wong did not hold any other positions
with the other members of the Group. Mr. Wong did not hold other directorship in
listed public companies during the last three years.
As at the Latest Practicable Date, Mr. Wong was interested in (i) 207,030,000
Shares, representing approximately 57.60% of the total issued shares of
the Company; (ii) 50% shareholding in Huge Treasure Investments Limited, an
associated corporation of the Company within the meaning of Part XV of the SFO;
(iii) 50% of the issued non-voting deferred shares in Bauhaus Holdings Limited, an
associated corporation of the Company within the meaning of Part XV of the SFO
and (iv) 60% of the issued non-voting deferred shares in Tough Jeans Limited, an
associated corporation of the Company within the meaning of Part XV of the SFO.
He has entered into a service contract with the Company for a term of three years
commencing from 1 May 2005. The service contract is subject to termination by
either party giving not less than six months’ notice in writing without payment of
compensation, and in any event not later than the initial term. Under the service
contract, after each completed year of service, the remuneration payable to him may,
subject to the discretion of the Directors, be adjusted and he will be entitled to a
discretionary bonus provided that the total amount of bonuses payable to all the
Directors for such year shall not exceed HK$5 million. He will be entitled to all
reasonable out-of-pocket expenses and medical expenses, housing benefit and
reimbursements, the use of a car and fuel and maintenance (including insurance)
expenses in respect of the car used by him. The total remuneration (excluding
discretionary bonus and benefits in kind) expected to be payable to him for the year
ending 31 March 2008 is HK$1,000,000. His remuneration is determined with
reference to his qualification, experience and responsibilities to be undertaken.
Mr. Wong confirmed that there is no other information that needs to be
disclosed pursuant to any of the requirements as set out in Rules 13.51(2)(h)-(v) of
the Listing Rules. The Company is not aware of any other matters that need to be
brought to the attention of the Shareholders and the Stock Exchange in relation to
the re-election of Mr. Wong.
APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
– 7 –
(b) Mr. Chu To Ki
Mr. Chu To Ki, aged 41, is an independent non-executive Director of the
Company. Mr. Chu graduated from the University of Hong Kong in June 1998 with
Postgraduate Certificate in Laws and obtained from Manchester Metropolitan
University a Bachelor Degree in Laws in September 1999. Mr. Chu was admitted as
a solicitor of the High Court of Hong Kong in March 2000. Mr. Chu has over 17
years of working experience in the legal field in Hong Kong. Mr. Chu is currently a
solicitor at Messrs. Tso Au Yim & Yeung.
As at the Latest Practicable Date, Mr. Chu To Ki was not interested in any
interests or short position in the Shares, underlying Shares and debentures of the
Company within the meaning of Part XV of the SFO. Mr. Chu To Ki was appointed
for an initial term of one year commencing from 1 May 2005 (subject to retirement
and re-election at the Annual General Meeting in accordance with the Articles) and
is entitled to HK$120,000 per year in aggregate. Mr. Chu To Ki was not aware of any
other matters that need to be brought to the attention of the Shareholders.
Save as being an independent non-executive Director, Mr. Chu did not hold
any other positions with the other members of the Group. Mr. Chu also did not hold
other directorship in listed public companies during the last three years. He did not
have any relationship with any other Director, senior management, substantial
shareholder or controlling shareholder of the Company as at the Latest Practicable
Date.
Mr. Chu confirmed that there is no other information that needs to be disclosed
pursuant to any of the requirements as set out in Rules 13.51(2)(h)-(v) of the Listing
Rules. The Company is not aware of any other matters that need to be brought to
the attention of the Shareholders and the Stock Exchange in relation to the re-
election of Mr. Chu.
(c) Dr. Wong Yun Kuen
Dr. Wong Yun Kuen, aged 49, is an independent non-executive Director of the
Company. Dr. Wong received his Doctorate degree from Harvard University in 1989.
Dr. Wong has worked in financial industries in the United States and Hong Kong for
many years, and is a member of Hong Kong Securities Institute. Dr. Wong is an
executive director of UBA Investments Limited, and an independent non-executive
director of Golden Resorts Group Limited, Grand Field Group Holdings Limited,
Ultra Group Holdings Limited, Poly Investments Holdings Limited, Harmony Asset
Limited, Tak Shun Technology Group Limited, Kong Sun Holdings Limited and
Climax International Company Limited. Dr. Wong was also an independent non-
executive director of Apex Capital Limited (formerly known as Haywood
Investments Limited) until 7 July 2005. All the aforesaid companies are listed on the
Main Board of the Stock Exchange.
APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
– 8 –
Save as being an independent non-executive Director, Dr. Wong did not hold
any other positions with the other members of the Group. Save as disclosed above,
Dr. Wong did not hold other directorship in listed public companies during the last
three years.
As at the Latest Practicable Date, Dr. Wong Yun Kuen was not interested in
any interests or short position in the Shares, underlying Shares and debentures of
the Company within the meaning of Part XV of the SFO. Dr. Wong Yun Kuen was
appointed for an initial term of one year commencing from 1 May 2005 (subject to
retirement and re-election at the Annual General Meeting in accordance with the
Articles) and is entitled to HK$120,000 per year in aggregate. Dr. Wong Yun Kuen
did not have any relationship with any other Director, senior management,
substantial shareholder or controlling shareholder of the Company as at the Latest
Practicable Date. Dr. Wong Yun Kuen was not aware of any other matters that need
to be brought to the attention of the Shareholders.
Dr. Wong confirmed that there is no other information that needs to be
disclosed pursuant to any of the requirements as set out in Rules 13.51(2)(h)-(v) of
the Listing Rules. The Company is not aware of any other matters that need to be
brought to the attention of the Shareholders and the Stock Exchange in relation to
the re-election of Dr. Wong.
APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
– 9 –
This Appendix serves as an explanatory statement, as required by the Listing Rules,
to provide all the information in relation to the Repurchase Mandate for your
consideration.
1. LISTING RULES FOR REPURCHASES OF SHARES
The Listing Rules permit companies whose primary listing is on the Stock Exchange
to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions,
the more important of which are summarised below:
(a) Shareholders’ approval
All proposed repurchases of shares on the Stock Exchange by a company with
its primary listing on the Stock Exchange must be approved in advance by the
shareholders by an ordinary resolution, either by way of a general mandate or by a
specific approval in relation to a specific transaction.
(b) Share capital
Under the Repurchase Mandate, the number of Shares that the Company may
repurchase shall not exceed 10% of the aggregate nominal amount of its issued
shares at the date of the passing of the proposed resolution granting the Repurchase
Mandate.
As at the Latest Practicable Date, the Company has 359,450,000 Shares in issue.
Subject to the passing of the proposed resolution for the grant of the Repurchase
Mandate and on the basis that no Shares are issued or repurchased by the Company
prior to the Annual General Meeting, the exercise of the Repurchase Mandate in full
would result in up to 35,945,000 Shares being repurchased by the Company during
the period prior to the next annual general meeting of the Company following the
passing of the resolution granting the repurchase mandate or the date upon which
the Repurchase Mandate is revoked or varied by an ordinary resolution of the
Shareholders in a general meeting of the Company.
(c) Reason for repurchase
The Directors believe that it is in the interests of the Company and the
Shareholders to have a general authority from the Shareholders to enable the
Directors to repurchase shares of the Company on the market. Such repurchases
may, depending on market conditions and funding arrangements at the time, lead to
an enhancement of the net value of the Company and its assets and/or its earnings
per share and will only be made when the Directors believe that such repurchases
will benefit the Company and the Shareholders.
APPENDIX II EXPLANATORY STATEMENT FOR THE
REPURCHASE MANDATE
– 10 –
(d) Funding of repurchase
In repurchasing shares, a company may only apply funds legally available for
such purpose in accordance with its constitutive documents and the laws of the
jurisdiction in which the company was incorporated.
As compared with the financial position of the Company as at 31 March 2007
(being date of its latest audited accounts), the Directors consider that there might be
a material adverse impact on the working capital or gearing position of the
Company if the Repurchase Mandate was to be exercised in full during the proposed
repurchase period. However, the Directors do not intend to exercise the Repurchase
Mandate to such extent as would, in the circumstances, have a material adverse
effect on the working capital or the gearing level (as compared with the position
disclosed in its most recent published audited accounts) which in the opinion of the
Directors are from time to time appropriate for the Company.
(e) Connected parties
None of the Directors nor, to the best knowledge having made all reasonable
enquiries, any of their associates (as defined in the Listing Rules) has any present
intention to sell Shares to the Company if the Repurchase Mandate is approved by
the Shareholders.
As at the Latest Practicable Date, no connected person (as defined in the Listing
Rules) has notified the Company that he has a present intention to sell Shares to the
Company, or has undertaken not to do so, if the Repurchase Mandate is approved
by the Shareholders.
(f) Undertaking by Directors
The Directors have undertaken to the Stock Exchange that, so far as the same
may be applicable, they will exercise the Repurchase Mandate in accordance with
the Listing Rules and the applicable laws of the Cayman Islands.
(g) Takeovers Code
If as a result of a share repurchase, a Shareholder’s proportionate interest in the
voting rights of the repurchasing company increases, such increase will be treated as
an acquisition of voting rights for the purposes of the Takeovers Code.
As at the Latest Practicable Date, the substantial Shareholder (as defined in the
Listing Rules), together with their parties acting in concert and their respective
associates, were beneficially interested in 240,256,000 Shares representing
approximately 66.84% of the issued shares. In the event that the Directors exercise
the Repurchase Mandate in full in accordance with the terms of the ordinary
resolution to be proposed at the Annual General Meeting, the interests of the
substantial Shareholder, together with their respective associates, in the Company
APPENDIX II EXPLANATORY STATEMENT FOR THE
REPURCHASE MANDATE
– 11 –
would be increased to approximately 74.27% of the issued shares, which will not
give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the
Takeovers Code and will not reduce the amount of Shares held by the public to be
less than 25%.
The Directors have no intention to exercise the Repurchase Mandate to an
extent as may result in the amount of Shares held by the public being reduced to
less than 25% of the total issued shares of the Company nor to an extent as would
result in an obligation to make a mandatory offer under Rules 26 and 32 of the
Takeovers Code.
2. SHARE REPURCHASE AND MARKET PRICES
During the six months preceding the Latest Practicable Date, no Shares have been
repurchased or redeemed by the Company.
During each of the previous 12 months, the highest and lowest prices at which the
Shares have been traded on the Stock Exchange were as follows:
Per Share
Month Highest Lowest
(HK$) (HK$)
2006
July 1.14 0.87
August 1.21 1.04
September 1.24 1.14
October 1.22 1.04
November 1.20 1.10
December 1.45 1.15
2007
January 1.50 1.30
February 2.03 1.30
March 1.96 1.47
April 1.90 1.60
May 1.75 1.51
June 1.85 1.60
July (up to the Latest Practicable Date) 1.88 1.57
APPENDIX II EXPLANATORY STATEMENT FOR THE
REPURCHASE MANDATE
– 12 –
Bauhaus International (Holdings) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 483)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Bauhaus
International (Holdings) Limited (the ‘‘Company’’) will be held at Room 501, Sino
Industrial Plaza, 9 Kai Cheung Road, Kowloon Bay, Kowloon, Hong Kong on Thursday,
23 August 2007 at 10:00 a.m. for the following purposes:
1. To receive and consider the audited consolidated financial statements of the
Company and its subsidiaries for the year ended 31 March 2007 and the reports
of the directors and auditors of the Company for the year ended 31 March 2007.
2. A. To declare a final dividend for the year ended 31 March 2007; and
B. To declare a special dividend for the year ended 31 March 2007.
3. A. To re-elect Mr. Wong Yui Lam as a director of the Company (‘‘Director’’);
B. To re-elect Mr. Chu To Ki as Director;
C. To re-elect Dr. Wong Yun Kuen as Director; and
D. To authorise the board of Directors to fix the remunerations of the
Directors.
4. To re-appoint the Company’s auditors and to authorise the board of Directors
to fix their remuneration.
5. To consider as special business and, if thought fit, pass the following
resolutions as ordinary resolutions:
A. ‘‘THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during
the Relevant Period (as defined below) of all the powers of the
Company to allot, issue and deal with additional shares in the share
capital of the Company and to make or grant offers, agreements and
options which might require the exercise of such power be and is
hereby generally and unconditionally approved;
APPENDIX III NOTICE OF ANNUAL GENERAL MEETING
– 13 –
(b) the approval in paragraph (a) above shall authorise the Directors
during the Relevant Period to make or grant offers, agreements and
options which would or might require the exercise of such power
after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital of the Company
allotted or agreed conditionally or unconditionally to be allotted
(whether pursuant to an option or otherwise) by the Directors
pursuant to the approval in paragraph (a) above, otherwise than
pursuant to: (i) a Rights Issue (as defined below); (ii) the exercise of
the subscription rights or conversion under the terms of any warrants
issued by the Company or any securities which are convertible into
shares of the Company; (iii) any share option scheme or similar
arrangement for the time being adopted for the grant or issue to
officers and/or employees of the Company and/or any of its
subsidiaries of shares or rights to acquire shares of the Company; or
(iv) any scrip dividend on shares of the Company in accordance with
the articles of association of the Company, shall not exceed 20 per
cent. of the aggregate nominal amount of the share capital of the
Company in issue as at the date of passing this resolution and the
said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
‘‘Relevant Period’’ means the period from the passing of this
resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next annual
general meeting of the Company is required by the articles of
association of the Company or any applicable law to be held; or
(iii) the revocation or variation of this resolution by an ordinary
resolution of the shareholders of the Company in general
meeting.
‘‘Rights Issue’’ means an offer of shares open for a period fixed by
the Directors to the holders of shares of the Company or any class of
the Company thereof on the register on a fixed record date in
proportion to their then holdings of such shares or any class thereof
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 outside Hong Kong).
APPENDIX III NOTICE OF ANNUAL GENERAL MEETING
– 14 –
B. ‘‘THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during
the Relevant Period (as defined below) of all powers of the Company
to repurchase the issued shares in the share capital of the Company
on The Stock Exchange of Hong Kong Limited, and that the exercise
by the Directors of all the powers of the Company to repurchase such
shares, subject to and in accordance with all applicable laws or the
requirements of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, be and is hereby generally
and unconditionally approved;
(b) in addition, the approval in paragraph (a) above shall authorise the
Directors on behalf of the Company during the Relevant Period to
procure the Company to purchase its shares at a price determined by
the Directors;
(c) the aggregate nominal amount of shares repurchased or agreed
conditionally or unconditionally to be repurchased by the Company
pursuant to the approval in paragraph (a) above during the Relevant
Period shall not exceed 10 per cent. of the aggregate nominal amount
of the share capital of the Company in issue as at the date of passing
this resolution, and the authority pursuant to paragraph (a) above
shall be limited accordingly; and
(d) for the purposes of this resolution:
‘‘Relevant Period’’ means the period from the passing of this
resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next annual
general meeting of the Company is required by the articles of
association of the Company or any applicable law to be held; or
(iii) the revocation or variation of this resolution by an ordinary
resolution of the shareholders of the Company in general
meeting.’’
C. ‘‘THAT conditional upon the passing of resolutions no. 5A and 5B as set
out in the notice convening the meeting of which this resolution forms
part, the aggregate nominal amount of the shares in the share capital of
the Company which are repurchased by the Company pursuant to and in
accordance with the said resolution no. 5B shall be added to the aggregate
nominal amount of the shares in the Company that may be allotted or
APPENDIX III NOTICE OF ANNUAL GENERAL MEETING
– 15 –
agreed conditionally or unconditionally to be allotted by the Directors
pursuant to and in accordance with resolution no. 5A as set out in the
notice convening the meeting of which this resolution forms part.’’
As at the date of this notice, the executive Directors are Mr. Wong Yui Lam, Madam
Tong She Man, Winnie, Madam Lee Yuk Ming and Mr. Yeung Yat Hang; the independent
non-executive Directors are Mr. Chu To Ki, Mr. Mak Wing Kit and Dr. Wong Yun Kuen.
By Order of the Board
Chung Chi Keung
Company Secretary
Hong Kong, 30 July 2007
Notes:
1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her
attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the
hand of any officer, attorney or other person duly authorised to sign the same.
2. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to
appoint one or more proxies to attend and, in the event of a poll, vote in his/her stead. A proxy need not
be a member of the Company.
3. In order to be valid, the form of proxy must be lodged at the Company’s branch share registrar in Hong
Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai,
Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a
notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for
holding the meeting or any adjourned meeting.
4. Completion and return of the form of proxy will not preclude members from attending and voting in
person at the meeting or at any adjourned meeting (as the case may be) should they so wish, and in such
event, the form of proxy shall be deemed to be revoked.
5. Where there are joint holders of any shares in the Company, any one of such joint holders may vote,
either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more
than one of such joint holders are present at the meeting, the senior who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose
seniority shall be determined by the order in which the names stand in the register in respect of the joint
holding.
6. The register of members of the Company will be closed from 21 August 2007 to 23 August 2007, both days
inclusive, during which period no transfer of shares will be effected. In order to qualify for voting at the
meeting and entitlement of the final dividend and the special dividend to be approved at the general
meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s
branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28
Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m., 20 August 2007.
APPENDIX III NOTICE OF ANNUAL GENERAL MEETING
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