If you are in any 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 Blu Spa Holdings Limited (the “Company”), you should
at once hand this circular, together with the form of proxy, to the purchaser or the transferee or to the
bank or stockbroker or other agent through whom the sale was effected for transmission to the purchaser
or the transferee.
BLU SPA HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8176)
GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES
RE-ELECTION OF DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the annual general meeting of the Company (the “Annual General Meeting”) to be
held at the Dynasty Club, 7th Floor, Board Room, South West Tower, Convention Plaza, No. 1 Harbour
Road, Wanchai, Hong Kong on Friday, 30 November 2007 at 9:00 a.m. is set out on pages 13 to 17 of
this circular.
Whether or not you intend to be present at the Annual General Meeting, you are requested to complete
the form of proxy accompanying this circular and return it to the Company’s Branch Share Registrar in
Hong Kong, Secretaries Limited at Level 25, Three Pacific Place, 1 Queen’s Road East, Hong Kong in
accordance with the instructions printed thereon not less than 48 hours before the time fixed for the Annual
General Meeting. The completion of a form of proxy will not preclude you from attending and voting at
the Annual General Meeting in person.
This circular, for which the directors of the Company collectively and individually accept full responsibility,
includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth
Enterprise Market on The directors of the Company, having made all reasonable enquiries, confirm
that, to the best of their knowledge and belief, (1) the information contained in this circular is accurate
and complete in all material respects and not misleading; (2) there are no other matters the omission of
which would make any statement in this circular misleading; and (3) all opinions expressed in this circular
have been arrived at after due and careful consideration and are founded on bases and assumptions that
are fair and reasonable.
This circular will remain on the “Latest Company Announcements” page of the GEM website for at least
7 days from the date of its posting.
2 November 2007
- -
CHARACTERISTICS OF GEM
CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK
EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)
GEM has been established as a market designed to accommodate companies to which a
high investment risk may be attached. In particular, companies may list on GEM with neither a
track record of profitability nor any obligation to forecast future profitability. Furthermore, there
may be risks arising out of the emerging nature of companies listed on GEM and the business
sectors or countries in which the companies operate. Prospective investors should be aware of
the potential risks of investing in such companies and should make the decision to invest only
after due and careful consideration. The greater risk profile and other characteristics of GEM
mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities
traded on GEM may be more susceptible to high market volatility than securities traded on
the Main Board and no assurance is given that there will be a liquid market in the securities
traded on GEM.
The principal means of information dissemination on GEM is publication on the internet
website operated by the Exchange. Listed companies are not generally required to issue paid
announcements in gazetted newspapers. Accordingly, prospective investors should note that they
need to have access to the GEM website in order to obtain up-to-date information on GEM-
listed issuers.
<
| CONTENTS | |
| Contents | ii |
| Definitions | 1 |
| Letter from the Board of Directors | |
| Introduction | 3 |
| General mandates to issue shares and to repurchase shares | 4 |
| Re-election of the retiring Directors | 4 |
| Explanatory statement | 5 |
| Annual General Meeting | 5 |
| Action to be taken | 5 |
| Procedures for demanding a poll at the Annual General Meeting | 5 |
| Recommendation | 6 |
| Appendix I – Explanatory Statement | 7 |
| Appendix II – Directors Proposed to be Re-elected | 12 |
| Notice of Annual General Meeting | 13 |
- -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the
following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held at the
Dynasty Club, 7th Floor, Board Room, South West Tower,
Convention Plaza, No. Harbour Road, Wanchai, Hong Kong
on Friday, 30 November 2007 at 9:00 a.m.
“Articles of Association” the existing articles of association of the Company adopted on
26 October 2004
“Board” the board of Directors of the Company
“Company” Blu Spa Holdings Limited, an exempted company incorporated
in the Cayman Islands with limited liability, the Shares of which
are listed on GEM
“Director(s)” director(s) of the Company
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM
“GEM” the Growth Enterprise Market of the Stock Exchange
“Hong Kong” Hong Kong Special Administrative Region of the People’s
Republic of China
“Latest Practicable Date” November 2007, being the latest practicable date of ascertaining
certain information in this circular prior to its publication
“Notice” the notice to convene the Annual General Meeting dated 2
November 2007
“Repurchase Mandate” the general mandate to exercise the power of the Company to
repurchase Shares up to a maximum of 0% of the issued share
capital of the Company as at the date of the resolution approving
the Repurchase Mandate
“Repurchases Code” Hong Kong Code on Share Repurchases
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” the Securities and Futures Ordinance (Cap. 57) of the laws of
Hong Kong
- 2 -
DEFINITIONS
“Share Issue Mandate” the general mandate to allot, issue and deal with Shares not
exceeding 20% of the issued share capital of the Company at
the date of passing of the resolution approving the Share Issue
Mandate
“Share(s)” ordinary share(s) of HK$0.0 each in the share capital of the
Company
“Shareholder(s)” shareholder(s) of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Takeover Code” Hong Kong Code on Takeovers and Mergers
“HK$” and “HK cent(s)” Hong Kong dollars and cent(s) respectively, the lawful currency
of Hong Kong
“&#%8221; per cent.
- -
LETTER FROM THE BOARD OF DIRECTORS
BLU SPA HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8176)
Executive Directors: Registered Office:
Ms. Chan Choi Har, Ivy (Chairman and CEO) Cricket Square
Mr. Chan Shun Kuen, Eric Hutchins Drive
P.O. Box 2681
Independent Non-Executive Directors: Grand Cayman KY1-1111
Mr. Chan Sze Hon Cayman Islands
Mr. Lam Wai Pong
Mr. Yeung Mario Bercasio Head Office and Principal
Place of Business:
Room 20, 2/F.
World-Wide House
19 Des Voeux Road Central
Central
Hong Kong
2 November 2007
To the shareholders of the Company
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES
RE-ELECTION OF DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purposes of this circular are to provide you with the information with regard to the proposed
resolutions at the Annual General Meeting of the Company to be held at the Dynasty Club, 7th Floor,
Board Room, South West Tower, Convention Plaza, No. 1 Harbour Road, Wanchai, Hong Kong on
Friday, 0 November 2007 at 9:00 a.m. relating to the granting to the Directors the general mandates
to allot, issue and deal with new Shares of the Company, to repurchase Shares of the Company, to
extend the general mandates to allot, issue and deal with the new Shares of the Company and to re-
elect the retiring Directors.
- -
LETTER FROM THE BOARD OF DIRECTORS
GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES
At the annual general meeting of the Company held on Friday, 27 October 2006, the general
mandates were granted to the Directors authorising them, inter alia, (a) to exercise the powers of the
Company to allot and issue Shares not exceeding 20% of the issued share capital as at 27 October
2006; (b) to repurchase Shares not exceeding 10% of the issued share capital as at 27 October 2006;
and (c) to extend the general mandate to issue Shares by the number of Shares purchased under the
repurchase mandate mentioned in (b) above. Such general mandates will expire at the conclusion of
the Annual General Meeting. The ordinary resolutions will be proposed at the Annual General Meeting
to grant to the Directors a general mandate authorising them, inter alia, (a) to exercise the powers of
the Company to allot and issue Shares not exceeding 20% of the issued share capital as at the date of
the passing of such resolution (“Share Issue Mandate”); (b) to repurchase Shares not exceeding 10%
of the issued share capital as at the date of the passing of such resolution (“Repurchase Mandate”);
and (c) to extend the general mandate to issue Shares by the number of Shares purchased under the
Repurchase Mandate. The Share Issue Mandate and Repurchase Mandate will expire at the earliest
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 or any applicable laws to be held; and (iii) the revocation, variation or renewal of the
Share Issue Mandate and Repurchase Mandate by ordinary resolution of the Shareholders in general
meeting.
Assuming that no further Shares are issued or repurchased after 1 November 2007, being the
Latest Practicable Date, and before the date of the Annual General Meeting, there will be 606,800,000
Shares in issue, and exercise in full of the Share Issue Mandates will result in a maximum of
121,60,000 Shares being issued by the Company under the Share Issue Mandate, representing 20%
of the existing issued share capital of the Company.
The Directors believe that it is in the interests of the Company and the Shareholders as a whole
if the Share Issue Mandate and Repurchase Mandate are granted at the Annual General Meeting. The
Repurchase Mandate provides Directors with flexibility make such repurchase as and when appropriate.
However, the Directors currently have no intention to repurchase any Shares.
RE-ELECTION OF THE RETIRING DIRECTORS
As at the Latest Practicable Date, the executive directors of the Company are Ms. Chan Choi
Har, Ivy and Mr. Chan Shun Kuen, Eric and the independent non-executive directors of the Company
are Mr. Chan Sze Hon, Mr. Lam Wai Pong and Mr. Yeung Mario Bercasio.
Pursuant to Articles 86 and 87 of the Articles of Association, Mr. Chan Sze Hon and Mr. Yeung
Mario Bercasio will be retiring from their office at the Annual General Meeting and being eligible
for re-election. Detail of the Directors proposed to be re-elected at the Annual General Meeting are
set out in the Appendix II to this circular.
- -
LETTER FROM THE BOARD OF DIRECTORS
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the Repurchase Mandate
is set out in the Appendix I to this circular. The information in the explanatory statement is to provide
you with the information reasonably necessary to enable you to make an informed decision on whether
to vote or against the Resolution No. (2) to grant to the Directors the Repurchase Mandate at the
Annual General Meeting.
ANNUAL GENERAL MEETING
At the Annual General Meeting, the ordinary resolutions will be proposed to approve the Share
Issue Mandate, the Repurchase Mandate, the extension of the Share Issue Mandate and the re-election
of the retiring Directors. The notice of the Annual General Meeting is set out on page 1 to 17 of
this circular.
ACTION TO BE TAKEN
A form of proxy for the Annual General Meeting is enclosed in this circular. Whether or not
you intend to be present at the Annual General Meeting, you are requested to complete the form of
proxy and return it to the Company’s Branch Share Registrar in Hong Kong, Secretaries Limited at
Level 2, Three Pacific Place, 1 Queen’s Road East, Hong Kong in accordance with the instructions
printed thereon not less than 8 hours before the time fixed for the Annual General Meeting or any
adjournment thereof. The completion of a form of proxy will not preclude you from attending and
voting at the Annual General Meeting in person.
PROCEDURES FOR DEMANDING A POLL AT THE ANNUAL GENERAL MEETING
Article 66 of the Articles of Association, at any general meeting, a resolution put to the vote
of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of
the show of hands or on the withdrawal of any other demand for a poll), a poll is demanded:–
(i) by the chairman of the meeting;
(ii) by at least three members present in person or in the case of a member being a corporation
by its duly authorized representative or by proxy for the time being entitled to vote at
the meeting;
(iii) by a member or members present in person or in the case of a member being a corporation
by its duly authorized representative or by proxy and representing not less than one-tenth
of the total voting rights of all members having the right to vote at the meeting; or
- 6 -
LETTER FROM THE BOARD OF DIRECTORS
(iv) by a member or members present in person or in the case of a member being a corporation
by its duly authorized 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.
A demand by a person as proxy for a member or in the case of a member being a corporation
by its duly authorized representative shall be deemed to be the same as a demand by a member.
RECOMMENDATION
The Directors believe that (i) the grant of the Share Issue Mandate to the Directors; (ii) the
grant of the Repurchase Mandate to the Directors; (iii) the grant of the extension of the Share Issue
Mandate; and (iv) the re-election of the retiring Directors are all in the best interest of the Company
and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders
should vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting
as set out in the Notice containing in this circular.
Yours faithfully
For and on behalf of
Blu Spa Holdings Limited
Chan Choi Har, Ivy
Chairman
- -
APPENDIX I EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to all the Shareholders under the
GEM Listing Rules in connection with an resolution to be proposed at the Annual General Meeting
approving the Repurchase Mandate.
This explanatory statement contains all the information required under Rules 13.08 and 13.09
of the GEM Listing Rules which are set out as follows:
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued capital of the Company comprised 606,800,000
ordinary shares of HK$0.01 each.
If the Resolution No. 4(2) authorising the Directors to repurchase its own shares is passed
at the Annual General Meeting, and assuming that no new shares in the Company are issued prior
to the date of passing the said resolution, based on the 606,800,000 shares in issue as at the Latest
Practicable Date, up to 60,680,000 shares, representing 10 per cent. of the existing issued share capital
of the Company may be repurchased by the Company, during the period from the date of passing the
Resolution No. 4(2) and ending on the earliest of the date of the next Annual General Meeting, the
date by which the next annual general meeting of the Company is required to be held by the Articles
of Association or applicable laws of the Cayman Islands and the date upon which the Resolution No.
4(2) is revoked or varied by shareholders in general meeting.
2. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and its shareholders for
the Directors to have a general authority from its shareholders to enable the Company to repurchase
shares in the market at any appropriate time. Such repurchase may, depending on market conditions
and funding arrangements at that time, lead to enhancement of the net asset value of the Company
and/or its earnings per share and will only be made when the Directors believe that such repurchases
will benefit the Company and its shareholders.
3. FUNDING OF REPURCHASES
The Company may not repurchase its shares on the GEM for a consideration other than cash or
for settlement otherwise than in accordance with the GEM Listing Rules from time to time.
Repurchases must be made out of funds legally available for the purpose in accordance with
the memorandum and articles of association of the Company and the applicable laws of the Cayman
Islands and Hong Kong and the GEM Listing Rules. The Companies laws of the Cayman Islands (the
“Laws”) provide that a share repurchase by the Company may only be made out of profits of the
Company or out of the proceeds of a fresh issue of Shares made for the purpose or, if so authorised
by the Articles of Association and subject to the provisions of the Laws, out of capital. Any premium
payable on a repurchase over the par value of the Shares repurchased or conditionally or unconditionally
to be purchased must be provided for out of profits of the Company or out of the Company’s share
premium account or if so authorised by the Articles of Association and subject to the provisions of
the laws, out of capital.
- 8 -
APPENDIX I EXPLANATORY STATEMENT
4. GENERAL
There might be a material adverse impact on the working capital or gearing position of the
Company (as compared with the position as disclosed in the most recent published audited financial
statements for the year ended 30 June 200 and taking into account the current working capital
position of the Company) in the event that the proposed repurchase of shares was to be carried out
in full at any time during the proposed repurchase period. However, the Directors expect to exercise
such mandate if and to such extent only as they are satisfied that the exercise thereof will not have
such a material adverse impact.
5. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the GEM in each of the
previous twelve months before the Latest Practicable Date were as follows:
Highest Lowest
Traded Price HK$ HK$
2006
November Suspended Suspended
December Suspended Suspended
2007
January Suspended Suspended
February Suspended Suspended
March Suspended Suspended
April Suspended Suspended
May Suspended Suspended
June Suspended Suspended
July Suspended Suspended
August Suspended Suspended
September Suspended Suspended
October Suspended Suspended
November (up to the Latest Practicable Date) Suspended Suspended
Trading in the shares of the Company was suspended on 2 May 2003 and will remain to be
suspended until further notice.
6. UNDERTAKING
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 memorandum and articles of association
of the Company, the GEM Listing Rules and the applicable laws of the Cayman Islands.
None of the Directors or, to the best of their knowledge, having made all reasonable enquiries,
any of their respective associates have any present intention to sell any Shares of the Company under
the Repurchase Mandate if such is approved by the Shareholders.
- -
APPENDIX I EXPLANATORY STATEMENT
As at the Latest Practicable Date, no connected person (as defined in the GEM Listing Rules) of
he Company has notified the Company that he has a present intention to sell any Shares to the Company,
or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
The Directors have no intention to exercise the Repurchase Mandate to an extent as may result
in a public shareholding of less than such prescribed minimum percentage as required under the GEM
Listing Rules.
7. HONG KONG CODE ON TAKEOVERS AND MERGERS
If, as the result of the repurchase of the Company’s shares, a shareholder’s proportionate interest
in the voting rights of the Company increases, such increase will be treated as an acquisition for the
purposes of the Hong Kong Code on Takeovers and Mergers (the “Takeover Code”). As a result, a
shareholder, or a group of shareholders acting in concert, could, depending on the level of increase
of shareholding interest, obtain or consolidate control of the Company and become obliged to make
a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code. Save as aforesaid,
the Directors are not aware of any consequences which would arise under the Takeover Code as a
consequence of any repurchase pursuant to the Repurchase Mandate.
As at the Latest Practicable Date, the register of substantial shareholders required to be maintained
under section 336 of the SFO showed that, the following shareholders had an interest of 5% or more
in the issued share capital of the Company:
Substantial shareholders
Percentage Percentage
of the increase on
issued share full exercise
Number capital of Repurchase
Name of shares the Company Mandate
Ms. Chan Choi Har, Ivy (Note 1) 110,65,80 18.24% 20.26%
XO-Holdings Limited (Note 2) 110,65,80 18.24% 20.26%
Wah Hing Consultants Limited (Note 3) 110,65,80 18.24% 20.26%
Ms. Heung See Wai, Angela (Note 3) 110,65,80 18.24% 20.26%
Ms. Rajewski Natalie, N. (Note 4) 84,0,330 13.86% 15.40%
Eastpoint Resources Limited (Note 4) 84,0,330 13.86% 15.40%
Well Arts Enterprises Limited (Note 5) 84,0,330 13.86% 15.40%
Ms. Wai Suk Chong, Helena (Note 6) 10,132,600 1.66% 1.61%
Profit Trick Holdings Limited (Note 6) 10,132,600 1.66% 1.61%
Mr. David Chiu (Note 7) 146,151,360 24.0% 26.6%
Rocket High Investments Limited (Note 7) 146,151,360 24.0% 26.6%
- 10 -
APPENDIX I EXPLANATORY STATEMENT
Notes:
1. The interests of Ms. Chan Choi Har, Ivy in the Company comprise the 18.24% shareholding interest through her
65% interest in XO-Holdings Limited.
2. These shares are held by XO-Holdings Limited, a company incorporated in BVI, which is beneficially owned as
to 65% by Ms. Chan Choi Har, Ivy and as to 35% by Wah Hing Consultants Limited.
3. Wah Hing Consultants Limited is a company incorporated in BVI beneficially owned as to 100% by Ms. Heung
See Wai, Angela.
4. These shares are held by Eastpoint Resources Limited, a company incorporated in BVI, whose entire issued share
capital is held by Well Arts Enterprises Limited in its capacity as trustee of the Eastpoint Trust, a discretionary
trust, the beneficiaries of which include certain family members of Ms. Rajewski, Natalie N.
5. Well Arts Enterprises Limited holds the entire issued share capital of Eastpoint Resources Limited in its capacity
as trustee of the Eastpoint Trust, a discretionary trust, the beneficiaries of which include certain family members
of Ms. Rajewski, Natalie N. Well Arts Enterprises Limited is a company incorporated in BVI and the shareholders
of which are independent third parties not connected with the Company, any of its subsidiaries, the directors,
chief executives, substantial shareholders or management shareholders of the Company or any of its subsidiaries
or their respective associates.
6. These shares are held by Profit Trick Holdings Limited. The entire issued share capital of Profit Trick Holdings
Limited is beneficially owned by Ms. Wai Suk Chong, Helena.
. These shares are held by Rocket High Investments Limited. The entire issued share capital of Rocket High
Investments Limited is beneficially owned by Mr. David Chiu.
Save as disclosed above, the Company has not notified of any other interests representing 5%
or more or any short positions in the issued share capital of the Company as at the Latest Practicable
Date.
In the event that the Directors shall exercise in full the power to repurchase shares of the
Company in accordance with the terms of the Resolution No. 4(2) to be proposed at the Annual General
Meeting, the total interests of the above substantial shareholders would be increased to approximately
the respective percentages shown in the last column above, which will not give rise to an obligation
to make a mandatory offer under Rule 26 of the Takeover Code. In fact, the Directors do not have
the intention to exercise the power to repurchase shares of the Company to an extent which would
make any of the substantial shareholders to be obliged to make a mandatory offer under Rule 26 of
the Takeover Code in this respect.
8. CONNECTED PERSONS
No connected person (as defined in the GEM Listing Rules) has notified the Company that it
has a present intention to sell any of the Company’s shares to the Company, or has undertaken not
to do so, if the Repurchase Mandate is exercised.
- 11 -
APPENDIX I EXPLANATORY STATEMENT
9. DIRECTORS
None of the Directors or, to the best of their knowledge, having made all reasonable enquiries,
their associates have any present intention to sell any of the Company’s shares to the Company or its
subsidiaries if the Repurchase Mandate is exercised.
10. SHARE REPURCHASE MADE BY THE COMPANY
No purchase of Shares have been made by the Company in the previous six months immediately
preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.
- 12 -
APPENDIX II DIRECTORS PROPOSED TO BE RE-ELECTED
The details of the Directors proposed to be re-elected at the Annual General Meeting are set
out below:
Mr. Chan Sze Hon, aged 34, was appointed as independent non-executive Director of the Company
on 7 September 2007. He is the chairman of the audit committee and remuneration committee of the
Company. Mr. Chan graduated from City University of Hong Kong with a Bachelor of Arts Degree in
Accountancy. He is a Certified Public Accountant (Practising) of the Hong Kong Institute of Certified
Public Accountants and a fellow of the Association of Chartered Certified Accountants. He has 12
years of experience in accounting and financial management and had worked for an international
accounting firm in Hong Kong. He is currently the Executive Director and Company Secretary of
Greater China Holdings Limited, a listed company in Hong Kong. Save as disclosed herein, Mr. Chan
did not hold any directorship in any other listed public companies in the last three years.
The Company does not have any service contract with Mr. Chan. His length of service with
the Company is not fixed and his appointment is without remuneration. Mr. Chan does not have any
relationship with any directors, senior management, management shareholders, substantial shareholders
or controlling shareholders of the Company. He does not have any share interest in the Company
within the meaning of Part XV of the Securities and Futures Ordinance. The directors confirmed that
there are no other matters that need to be brought to the attention of the shareholders of the Company.
There is nothing which needs to be disclosed pursuant to rule 17.50(2)(h) to rule 17.50(2)(v) in respect
of Mr. Chan’s re-election. Mr. Chan confirmed that there is no other matters in connection with his
re-election that need to be brought to the attention of the holders of securities of the Company.
Mr. Yeung Mario Bercasio, aged 45, was appointed as independent non-executive Director of
the Company on 28 December 2004. He is also a member of the audit committee and remuneration
committee of the Company. Mr. Yeung is a degree holder for Bachelor of Engineering and graduated
from Newcastle Upon Tyne Polytechnic, England. He also holds a postgraduate certificate in Law from
the University of Hong Kong. He is a member of the Law Society of Hong Kong. He has extensive
experience in legal and corporate finance. Mr. Yeung did not hold any directorship in any other listed
public companies in the last three years.
The Company does not have any service contract with Mr. Yeung. His length of service with
the Company is not fixed and his appointment is without remuneration. Mr. Yeung does not have any
relationship with any directors, senior management, management shareholders, substantial shareholders
or controlling shareholders of the Company. He does not have any share interest in the Company
within the meaning of the Part XV of the Securities and Futures Ordinance. There is nothing which
needs to be disclosed pursuant to rule 17.50(2)(h) to rule 17.50(2)(v) in respect of Mr. Yeung’s re-
election. Mr. Yeung confirmed that there is no other matters in connection with his re-election that
need to be brought to the attention of the holders of securities of the Company.
- 13 -
Notice of ANNuAl GeNerAl MeetiNG
Blu SPA HolDiNGS liMiteD
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8176)
Notice iS HereBY GiVeN tHAt the annual general meeting of the shareholders of Blu Spa
Holdings Limited (the “Company”) will be held at the Dynasty Club, 7th Floor, Board Room, South
West Tower, Convention Plaza, No. 1 Harbour Road, Wanchai, Hong Kong on Friday, 30 November
2007 at 9:00 a.m. for the following purposes:
1. To receive and consider the audited consolidated financial statements and the reports
of the directors and the auditors of the Company (the “Directors” and the “Auditors”
respectively) for the year ended 30 June 2007;
2. To re-elect the retiring directors and to authorise the board of Directors (the “Board”)
to fix the Directors’ remuneration;
3. To re-appoint the Auditors and to authorise the Board to fix their remuneration;
4. To consider as special business and, if thought fit, pass with or without amendments, the
following resolutions as ordinary resolutions:
orDiNArY reSolutioNS
(1) “tHAt
(a) subject to paragraph (c) below the exercise by the Directors during the Relevant
Period (as hereinafter defined) of all the powers of the Company to allot, issue
and deal with unissued shares in the capital of the Company and to make or
grant offers, agreements and options which might require the exercise of such
powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the
Relevant Period to make or grant offers, agreements and options and rights
of exchange or conversion which might require the exercise of such powers
after the end of the Relevant Period;
- 14 -
Notice of ANNuAl GeNerAl MeetiNG
(c) the aggregate nominal amount of share capital allotted or agreed conditionally
or unconditionally to be allotted (where pursuant to options or otherwise) by
the Directors pursuant to the approval in paragraph (a) above, otherwise than
pursuant to (i) a Rights Issue (as defined below); or (ii) the grant or exercise
of any option under the share option schemes of the Company; or (iii) any
scrip dividend or similar arrangement providing for the allotment of shares
in lieu of the whole or part of a dividend on shares in accordance with the
memorandum and articles of association of the Company in force from time
to time; or (iv) any issue of shares in the Company upon the exercise of
rights of subscription or conversion under the terms of any warrants of the
Company or any securities which are convertible into shares of the Company,
shall not exceed the aggregate of:
(i) 20% of the aggregate nominal amount of the share capital of the
Company in issue at the date of the passing of this resolution; and
(ii) (if the Directors are so authorised by a separate ordinary resolution
of the shareholders of the Company) the nominal amount of any share
capital of the Company repurchased by the Company subsequent to
the passing of this resolution (up to a maximum equivalent to 10% of
the aggregate nominal amount of the share capital of the Company in
issue at the date of the passing of this resolution), and the authority
pursuant to paragraph (a) of this resolution shall be limited accordingly;
and
(d) for the purpose of this resolution:
“Relevant Period” means the period from the date of the passing of this
resolution until whichever is the earliest 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 memorandum and articles
of association of the Company, the Companies Law of the Cayman
Islands or any other applicable laws of the Cayman Islands to be held;
and
(iii) the passing of an ordinary resolution by the shareholders of the
Company in general meeting revoking or varying the authority given
to the Directors by this resolution.
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Notice of ANNuAl GeNerAl MeetiNG
“Rights Issue” means an offer of shares in the Company, or offer or issue
of warrants, options or other securities giving rights to subscribe for shares
open for a period fixed by the Directors to holders of shares in the Company
on the register on a fixed record date in proportion to their then holdings
of shares (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, or the expense or delay which may be involved in determining
the existence or extent of any restrictions or obligations under the laws of, or
the requirements of, any jurisdiction outside Hong Kong or any recognised
regulatory body or any stock exchange outside Hong Kong).”
(2) “tHAt
(a) subject to paragraph (b) below, the exercise by the Directors during the
Relevant Period (as defined below) of all powers of the Company to purchase
its shares on the Growth Enterprise Market of The Stock Exchange of Hong
Kong Limited or any other stock exchange outside Hong Kong on which the
shares of the Company may be listed and recognised by the Securities and
Futures Commission of Hong Kong and The Stock Exchange of Hong Kong
Limited for such purpose, and otherwise in accordance with the rules and
regulations of the Securities and Futures Commission of Hong Kong, The
Stock Exchange of Hong Kong Limited, the memorandum and articles of
association of the Company, the Companies Law of the Cayman Islands and
all other applicable laws in this regard, be and the same is hereby generally
and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company which may be
repurchased or agreed to be repurchased by the Company pursuant to the
approval in paragraph (a) during the Relevant Period shall not exceed 10%
of the aggregate nominal amount of the issued share capital of the Company
as at the date of passing of this Resolution and the authority pursuant to
paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purpose of this resolution, “Relevant Period” means the period from
the date of the passing of this resolution until whichever is the earliest 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 memorandum and articles
of association of the Company, the Companies Law of the Cayman
Islands or any other applicable laws of the Cayman Islands to be held;
and
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Notice of ANNuAl GeNerAl MeetiNG
(iii) the passing of an ordinary resolution by the shareholders of the
Company in general meeting revoking or varying the authority given
to the Directors by this resolution.”
(3) “tHAt conditional on the passing of resolutions numbered 4(1) and 4(2) above,
the unconditional general mandate granted to the Directors pursuant to resolution
numbered 4(1) above be and it is hereby extended by the addition to the aggregate
nominal amount of the shares of HK$0.01 each in the capital of the Company
which may be allotted or agreed conditionally or unconditionally to be allotted by
the Directors pursuant to or in accordance with the authority granted pursuant to
resolution numbered 4(2) above.”
By order of the Board
Blu Spa Holdings limited
chan choi Har, ivy
Chairman
Executive Directors:
Chan Choi Har, Ivy
Chan Shun Kuen, Eric
Independent Non-Executive Directors:
Chan Sze Hon
Lam Wai Pong
Yeung Mario Bercasio
2 November 2007
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Notice of ANNuAl GeNerAl MeetiNG
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head Office and Principal Place of Business:
Room 2303, 23/F., World-Wide House
19 Des Voeux Road Central
Central
Hong Kong
Notes:
(a) A shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more
proxies to attend and vote on his behalf. A proxy needs not to be a shareholder of the Company.
(b) To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially
certified copy of such power or authority must be deposited with the Company’s branch share registrar in Hong Kong,
Secretaries Limited, at Level 25, Three Pacific Place, 1 Queen’s Road East, Hong Kong not less than 48 hours before
the time for holding the meeting or at any adjournment thereof.
(c) In relation to proposed resolutions nos. 4(1) and 4(3) above, approval is being sought from the shareholders of the
Company for the grant to the Directors of a general mandate to authorise the allotment and issue of shares under the Rules
Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited.
(d) In relation to proposed resolution no. 4(2) above, approval is being sought from the shareholders of the Company for a
general mandate to be given to the Directors to repurchase shares of the Company.
(e) An explanatory statement containing the information with respect to resolutions 4(1) to 4(3) of the notice will be sent
to the shareholders of the Company together this notice.
