consult your stockbroker or other registered dealer in securities, bank manager, solicitor, company
secretary, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Cafe de Coral Holdings Limited (the
“Company”), you should at once hand this circular and the accompanying form of proxy to the
purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer
was effected for transmission to the purchaser or transferee.
CAFE
DE CORAL HOLDINGS LIMITED
(Incorporated in Bermuda with Limited Liability)
(Stock Code: 341)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS,
GRANT OF OPTIONS TO CERTAIN DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of the Company to be held at Ballroom A, 2nd
Floor, Langham Hotel Hong Kong, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday,
18th September, 2007 at 2:30 p.m. is set out on pages 20 to 23 of this circular. A form of proxy for
use in connection with the Annual General Meeting is enclosed herewith.
Whether or not you are able to attend the meeting, you are requested to complete the form of proxy
in accordance with the instructions printed thereon and return it to the Head Office of the Company
not less than 48 hours before the time appointed for holding of 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 if you so wish.
THIS CIRCULAR IS IMPORTANTAND REQUIRESYOUR IMMEDIATEATTENTION
Hong Kong, 24th August, 2007
Page
Responsibility Statement ............................................. ii
Definitions ........................................................ 1
Letter from the Board
Introduction.................................................... 4
Share Issue Mandate and Extension of Share Issue Mandate ............... 5
Repurchase Mandate ............................................. 5
Re-electionofDirectors........................................... 5
GrantofOptionstoCertainDirectors................................ 6
Right to Demand a Poll........................................... 10
AGM......................................................... 10
Recommendation ................................................ 10
Appendix I – Explanatory Statement on the Repurchase Mandate .......... 12
Appendix II – Information on Retiring Directors Proposed for Re-election .... 15
Appendix III– Letter from the Independent Non-executive Directors ......... 19
Notice of Annual General Meeting ................................
| 20 |
| CONTENTS |
| –i– |
This circular includes particulars given in compliance with the Listing Rules for the
purpose of providing information with regard to the Company. 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.
RESPONSIBILITY STATEMENT
–ii–
In this circular, the following expressions have the following meanings unless the context
otherwise requires:
“AGM” the annual general meeting of the Company to be held at
2:30 p.m. on Tuesday, 18th September, 2007 at Ballroom
A, 2nd Floor, Langham Hotel Hong Kong, 8 Peking
Road, Tsimshatsui, Kowloon, Hong Kong
“AGM Notice” the notice convening the AGM as set out on pages 20 to
23 of this circular
“associate” shall have the meaning ascribed to it under rule 1.01 of
the Listing Rule
“Board” the board of Directors or a duly authorized committee
thereof
“Business Day” a day (other than a Saturday or a Sunday) on which
licensed banks are open for business in Hong Kong and
the Stock Exchange is open for business of dealing in
securities
“Bye-laws” the bye-laws of the Company, as amended from time to
time
“Companies Ordinance” the Companies Ordinance (Chapter 32 of the laws of
Hong Kong)
“Company” Cafe de Coral Holdings Limited ,an
exempted company incorporated in Bermuda with limited
liability, the shares of which are listed on the Stock
Exchange
“Directors” the director(s) of the Company
“Existing Options” the options which have been granted to Mr. Michael
Chan, Mr. Sunny Lo and Ms.Anita Lo under the Previous
Scheme and/or the Share Option Scheme and remain
outstanding as at the Latest Practicable Date
“Extension of Share Issue
Mandate”
a general mandate proposed to be granted to the Board to
extend the Share Issue Mandate by adding those Shares
that may be purchased under the Repurchase Mandate in
the manner as set out in the AGM Notice
DEFINITIONS
–1–
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China
“Independent Shareholders” in the case of the grant of Options to Mr. Michael Chan,
Mr. Sunny Lo and Ms. Anita Lo, the Shareholders other
than Mr. Michael Chan, Mr. Sunny Lo and Ms. Anita Lo
and their respective associates
“Latest Practicable Date” 16th August, 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
“Mr. Michael Chan” Mr. Chan Yue Kwong, Michael, an executive Director
and the Chairman of the Group
“Mr. Sunny Lo” Mr. Lo Hoi Kwong, Sunny, an executive Director and the
Managing Director of the Group
“Ms. Anita Lo” Ms. Lo Pik Ling, Anita, an executive Director
“Options” collectively, the options proposed to be granted to each of
Mr. Michael Chan, Mr. Sunny Lo and Ms. Anita Lo under
the Share Option Scheme, entitling each of them to
subscribe for 1,500,000, 1,500,000 and 450,000 Shares
respectively
“Previous Scheme” the share option scheme adopted by the Company on 30th
January, 1991, but which was subsequently terminated on
19th September, 2000
“Proposed Date of Grant” 2nd October, 2007 or such other date as the Board may
determine
DEFINITIONS
–2–
“Proposed Grant” subject to the Independent Shareholders’ approval at the
AGM, the proposed granting of Options to Mr. Michael
Chan, Mr. Sunny Lo and Ms. Anita Lo under the Share
Option Scheme on the Proposed Date of Grant, the terms
of which are set out in the sub-section headed “Principal
Terms of the Proposed Grant” under the section headed
“Grant of Options to Certain Directors” of the “Letter
from the Board”
“Repurchase Mandate” a general mandate proposed to be granted to the Board to
exercise all the powers of the Company to repurchase
Shares in the manner as set out in the AGM Notice
“SFO” Securities and Futures Ordinance (Chapter 571 of the
laws of Hong Kong)
“Share(s)” ordinary share(s) of HK$0.10 each in the capital of the
Company
“Share Issue Mandate” a general mandate proposed to be granted to the Board to
allot, issue and deal with new Shares in the manner as set
out in the AGM Notice
“Share Option Scheme” the share option scheme adopted by the Company at its
general meeting held on 24th September, 2003
“Shareholder(s)” holder(s) of the Share(s)
“Stock Exchange” Chan Yue Kwong, Michael (Chairman)
Mr. Lo Hoi Kwong, Sunny (Managing Director)
Ms. Lo Pik Ling, Anita
Mr. Lo Tak Shing, Peter
Non-executive directors:
Mr. Lo Tang Seong, Victor
Mr. Lo Hoi Chun
Mr. Hui Tung Wah, Samuel
Independent non-executive directors:
Mr. Choi Ngai Min, Michael
Mr. Li Kwok Sing, Aubrey
Mr. Kwok Lam Kwong, Larry
Registered office:
Canon’s Court
22 Victoria Street
Hamilton HM12
Bermuda
Head office:
10th Floor
Cafe de Coral Centre
5 Wo Shui Street
Fo Tan, Shatin
New Territories
Hong Kong
24th August, 2007
Hong Kong
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS,
GRANT OF OPTIONS TO CERTAIN DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information relating to the Repurchase
Mandate, the Share Issue Mandate, the Extension of Share Issue Mandate, the re-election of
retiring Directors and the proposed grant of Options to certain Directors and to give you AGM
Notice.
LETTER FROM THE BOARD
–4–
SHARE ISSUE MANDATE AND EXTENSION OF SHARE ISSUE MANDATE
At the AGM, an ordinary resolution no. 5 as set out in the AGM Notice will be proposed
to grant to the Board a general mandate to allot, issue and deal with new Shares up to an
amount not exceeding 20% of the issued share capital of the Company at the date of passing
of such resolution, which is equivalent to 109,948,006 Shares on the assumption that there are
no further changes to the issued share capital of the Company from the Latest Practicable Date
to the date of AGM. Such mandate will give the Board greater flexibility to issue securities
when it is in the interests of the Company.
In addition, if the Share Issue Mandate and Repurchase Mandate are granted, an ordinary
resolution no. 7 as set out in the AGM Notice will be proposed at the AGM to grant to the
Board the Extension of Share Issue Mandate, which provides that any Shares repurchased
under the Repurchase Mandate will be added to the total number of Shares which may be
allotted and issued under the Share Issue Mandate.
REPURCHASE MANDATE
At the last annual general meeting held on 11th September, 2006, a general mandate was
given to the Board to exercise the powers of the Company to repurchase Shares up to but not
exceeding 10% of the aggregate nominal amount of the share capital in issue as of the date of
the mandate granted. Such mandate will lapse at the conclusion of the forthcoming AGM in
accordance with the terms thereof. An ordinary resolution no. 6 as set out in the AGM Notice
will be proposed at the AGM to grant the Repurchase Mandate to the Board.
The explanatory statement, as required by the Listing Rules to regulate the repurchase of
their own securities on the Stock Exchange by companies with primary listings on the Stock
Exchange and as set out in Appendix I to this circular, is to provide the requisite information
to you to authorize the Board to exercise the powers to repurchase Shares up to a maximum
of 10% of the aggregate nominal amount of the issued share capital of the Company as at the
date of passing of the ordinary resolution no. 6 as set out in the AGM Notice.
RE-ELECTION OF DIRECTORS
In accordance with Bye-law 109(A), the Directors retiring by rotation at the forthcoming
AGM are Ms. Lo Pik Ling, Anita, Mr. Lo Hoi Chun, Mr. Li Kwok Sing, Aubrey and Mr. Kwok
Lam Kwong, Larry, who being eligible, offer themselves for re-election. The particulars of
these Directors which are required to be disclosed by the Listing Rules are set out in Appendix
II to this circular.
LETTER FROM THE BOARD
–5–
GRANT OF OPTIONS TO CERTAIN DIRECTORS
Pursuant to Rule 17.04 of the Listing Rules, where any grant of option(s) to a substantial
Shareholder or an independent non-executive Director, or any of their respective associates,
would result in the Shares issued and to be issued upon exercise of all options already granted
and to be granted (including options exercised, cancelled and outstanding) to such person in the
12-month period up to and including the date of such grant:
(i) representing in aggregate over 0.1% of the Shares in issue; and
(ii) having an aggregate value, based on the closing price of the Shares at the date of
each grant, in excess of HK$5 million,
such further grant of options must be separately approved by the Independent Shareholders in
general meeting. Any vote taken at such meeting to approve the grant of such options shall be
taken on a poll.
At a meeting of the Board held on 16th August, 2007, the Board approved the motion of
seeking the Independent Shareholders’ approval at the AGM for the Proposed Grant on the
Proposed Date of Grant where each of Mr. Michael Chan, Mr. Sunny Lo and Ms. Anita Lo are
considered to be substantial Shareholders and the Proposed Grant falls within the Rule 17.04
of the Listing Rules.
A resolution to approve the Proposed Grant will therefore be proposed at the AGM and
votes taken in respect of such resolution shall be taken on a poll. Mr. Michael Chan, Mr. Sunny
Lo and Ms.Anita Lo and their respective associates (collectively, control or entitled to exercise
the control of approximately 19.51% of the voting right of the Company as at the Latest
Practicable Date), who had material interest in the Proposed Grant are required to abstain from
voting on the resolution to approve the Proposed Grant at the AGM.
Subject to the approval of the Independent Shareholders at the AGM, the Board would
offer the Options to Mr. Michael Chan, Mr. Sunny Lo and Ms. Anita Lo on the Proposed Date
of Grant. Assuming Mr. Michael Chan, Mr. Sunny Lo and Ms. Anita Lo shall accept the
Options, they are respectively required to return to the Company duly signed written
acceptances of the offer within 28 days from the Proposed Date of Grant together with a
remittance of HK$1.00 in favour of the Company by way of consideration for the grant of
Options. In the event that the Proposed Grant is not approved by Independent Shareholders at
the AGM, the Proposed Grant shall be deemed to be null and void and shall have no further
effect.
The Company will comply with all disclosure requirements under the Listing Rules,
including the issue of an announcement in respect of the poll result of such resolution at the
AGM.
LETTER FROM THE BOARD
–6–
Principal Terms of the Proposed Grant
The principal terms of the Proposed Grant are as follows:
Name
Proposed
date of
grant
No. of
options to
be granted
Exercise
Price Exercise Period
(HK$)
Mr. Michael
Chan
2nd
October,
2007
1,500,000
(note 1)
14.268
(note 3)
30/3/2008 to 29/3/2013
30/3/2009 to 29/3/2014
30/3/2010 to 29/3/2015
30/3/2011 to 29/3/2016
30/3/2012 to 29/3/2017
(note 4)
Mr. Sunny Lo 2nd
October,
2007
1,500,000
(note 1)
14.268
(note 3)
30/3/2008 to 29/3/2013
30/3/2009 to 29/3/2014
30/3/2010 to 29/3/2015
30/3/2011 to 29/3/2016
30/3/2012 to 29/3/2017
(note 4)
Ms. Anita Lo 2nd
October,
2007
450,000
(note 2)
14.268
(note 3)
30/3/2008 to 29/3/2013
30/3/2009 to 29/3/2014
30/3/2010 to 29/3/2015
30/3/2011 to 29/3/2016
30/3/2012 to 29/3/2017
(note 4)
or such other date as the Board may determine
Notes:
1. 1,500,000 Shares to be issued upon exercised, representing approximately 0.27% of the total issued
share capital of the Company as at the Latest Practicable Date.
2. 450,000 Shares to be issued upon exercised, representing approximately 0.08% of the total issued share
capital of the Company as at the Latest Practicable Date.
3. Being the higher of: (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations
sheet on 16th August, 2007, being the date of the Board meeting proposing the Proposed Grant; (ii) a
price being the average of the closing prices of the Shares in the Stock Exchange’s daily quotations
sheets for the 5 Business Days immediately preceding 16th August, 2007, being the date of the Board
meeting proposing the Proposed Grant; and (iii) the nominal value of Share.
4. The number of options to be granted are divided into 5 tranches. Each tranche is to be exercised in the
order of 10%, 15%, 20%, 25% and 30% of the number of the options within the specific period as
aforesaid.
LETTER FROM THE BOARD
–7–
The Shares to be allotted upon the exercise of the Options will be subject to all the
provisions of the Bye-laws for the time being in force and will rank pari passu in all respects
with the fully paid Shares in issue on the date of their allotment and issue, and accordingly will
entitle Mr. Michael Chan, Mr. Sunny Lo and Ms. Anita Lo to participate in all dividends or
other distributions paid or made on or after the date of allotment and issue other than any
dividend or other distribution previously declared or recommended or resolved to be paid or
made if the record date therefore shall be before the date of allotment and issue.
Reasons for the Proposed Grant
Mr. Michael Chan is an executive Director and the Chairman of the Group. Mr. Sunny Lo
is an executive Director and the Managing Director of the Group. Ms. Anita Lo is an executive
director of the Company. The Options proposed to be granted to them forms part and parcel of
the general offer of options to the Group’s management staff in recognition of their
contribution to the growth of the Group in the past and as an incentive for their continuing
commitment and contribution to the Group in the future. The Options can be exercised
irrespective of performance targets attained.
Information on Proposed Grant
As at the Latest Practicable Date, the particulars of the outstanding options granted to Mr.
Michael Chan, Mr. Sunny Lo and Ms. Anita Lo and other participants under the Previous
Scheme and/or the Share Option Scheme are set out below.
Number of
outstanding
options as
at the Latest
Practicable Date
granted under the
Previous Scheme
Number of
outstanding
options as
at the Latest
Practicable Date
granted under the
Share Option
Scheme
Total Number of
outstanding
options as
at the Latest
Practicable Date
Approximately
percentage to the
issued share
capital of the
Company
as at the Latest
Practicable Date
Mr. Michael Chan 50,000 2,000,000 2,050,000 0.37%
Mr. Sunny Lo 600,000 2,000,000 2,600,000 0.47%
Ms. Anita Lo 400,000 – 400,000 0.07%
Others 1,132,000 8,492,000 9,624,000 1.75%
LETTER FROM THE BOARD
–8–
As at the Latest Practicable Date, Mr. Michael Chan, Mr. Sunny Lo and Ms. Anita Lo are
interested in 56,916,807 Shares, 92,559,394 Shares and 60,092,339 Shares respectively (in
each case, other than their respective interests in the Existing Options) within the meaning of
Part XV of the SFO. Upon the full exercise of the Options, the equity interests of Mr. Michael
Chan, Mr. Sunny Lo and Ms. Anita Lo in the Company will be as follows:
Number of issued
Shares interested
as at the Latest
Practicable Date
Approximate
percentage of
issued Shares
interested to the
issued share
capital of the
Company as at the
Latest Practicable
Date
Approximate
percentage of
issued Shares upon
exercise in full of
the Existing
Options and the
Options to the
issued share
capital of the
Company as at the
Latest Practicable
Date
Approximate
percentage
shareholding upon
exercise in full of
the Existing
Options and the
Options to the
enlarged issued
share capital of the
Company as
enlarged by the
exercise in full of
the Existing
Options and
the Options
Mr. Michael Chan 56,916,807 (note 1) 10.35% 11.00% 10.93%
Mr. Sunny Lo 92,559,394 (note 2) 16.84% 17.58% 17.45%
Ms. Anita Lo 60,092,339 (note 3) 10.93% 11.09% 11.07%
Notes:
1. Mr. Michael Chan is interested or deemed to be interested in the Shares of the Company (other than
interests in Existing Options) within the meaning of the SFO, as to 4,571,407 Shares (being Shares
beneficially owned by him), 1,189,400 Shares (being Shares held by his associate) and 51,156,000
Shares (being Shares held under a family trust of which Mr. Sunny Lo, Ms. Anita Lo and the associate
of Mr. Michael Chan are beneficiaries).
2. Mr. Sunny Lo is interested or deemed to be interested in the Shares of the Company (other than interests
in Existing Options) within the meaning of the SFO, as to 4,020,000 Shares (being Shares beneficially
owned by him), 37,383,394 Shares (being Shares held under a family trust in the capacity of founder)
and 51,156,000 Shares (being Shares held under a family trust of which Mr. Sunny Lo, Ms. Anita Lo
and the associate of Mr. Michael Chan are beneficiaries and represent same parcel of Shares as
mentioned in note 1 above).
3. Ms. Anita Lo is interested or deemed to be interested in the Shares of the Company (other than interests
in Existing Options) within the meaning of the SFO, as to 8,936,339 Shares (being Shares beneficially
owned by her) and 51,156,000 Shares (being Shares held under a family trust of which Mr. Sunny Lo,
Ms. Anita Lo and the associate of Mr. Michael Chan are beneficiaries and represent same parcel of
Shares as mentioned in note 1 above).
LETTER FROM THE BOARD
–9–
RIGHT TO DEMAND A POLL
Pursuant to the Bye-laws, resolutions proposed at the AGM shall be decided on a show
of hands unless a poll is (before or on the declaration of the result of the show of hands or on
the withdrawal of any other demand for a poll) demanded:
(i) by the Chairman of the meeting; or
(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; or
(iii) by any 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 the members having the right to
vote at the meeting; or
(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.
AGM
AGM Notice is set out on pages 20 to 23 of this circular. At the AGM, resolutions will
be proposed to approve, inter alia, the Share Issue Mandate, the Repurchase Mandate, the
Extension of Share Issue Mandate and the proposed grant of Options to certain Directors.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you
are able to attend the meeting, you are requested to complete the form of proxy in accordance
with the instructions printed thereon and return it to the Head Office of the Company not less
than 48 hours before the time appointed for holding of 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 if you so wish.
RECOMMENDATION
The Board (including the independent non-executive Directors) considers that the
ordinary resolutions as set out respectively in the AGM Notice are all in the best interests of
the Company and its shareholders. Further, the Board (including the independent non-executive
Directors) also considers that the Proposed Grant will serve to provide incentives to each of
Mr. Michael Chan, Mr. Sunny Lo and Ms. Anita Lo for their future commitment to the Group
and that the terms of the Proposed Grant are fair and reasonable and in the interests of the
Company and the Shareholders as a whole. Accordingly, the Board (including the independent
non-executive Directors) recommends the Shareholders (including the Independent
Shareholders) to vote in favour of such resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
–10–
Your attention is drawn to the “Letter from the Independent Non-executive Directors” set
out on page 19 of this circular, which sets out the recommendation by the independent
non-executive Directors to the Independent Shareholders as to voting in relation to the
resolution to proposed at the AGM for the approval of the Proposed Grant.
Yours faithfully,
For and on behalf of the Board
Chan Yue Kwong, Michael
Chairman
LETTER FROM THE BOARD
–11–
The following is the explanatory statement required to be sent to Shareholders under the
Listing Rules to enable them to make an informed decision on whether to vote for or against
the ordinary resolution in relation to the Repurchase Mandate to be proposed at the AGM.
1. SHARE CAPITAL
It is proposed that up to 10% of the aggregate nominal amount of the issued capital of the
Company as at the date of the passing of the resolution to approve the Repurchase Mandate
may be repurchased. As at the Latest Practicable Date, the number of Shares of the Company
in issue was 549,740,033. On the basis of such figure, subject to the passing of the relevant
resolution, the Board would be authorized to repurchase up to 54,974,003 Shares.
2. REASONS OF REPURCHASE
As it may be to the benefit of the Company to repurchase Shares in certain circumstances,
the Board is seeking the grant of the Repurchase Mandate to give the Company the flexibility
to do so if and when appropriate. Such repurchases may depend on market conditions and
funding arrangements at the time, leading to an enhancement of the net assets and/or earnings
per Share and liquidity of the Shares.
3. FUNDING OF REPURCHASE
It is envisaged that the funds required for any repurchase would be derived from those
funds of the Company legally permitted to be utilised in this connection in accordance with its
Memorandum of Association and Bye-laws and the laws of Bermuda, including capital paid up
on the Shares to be repurchased, profits otherwise available for distribution and sums standing
to either the share premium account or contributed surplus account of the Company.
There could be a material adverse impact on the working capital or gearing position of
the Company (as compared with the position disclosed in its most recent published audited
accounts for the year ended 31st March, 2007) in the event that the proposed share repurchases
were to be carried out in full at any time during the proposed repurchase period. However, the
Board does not propose to exercise the Repurchase Mandate to such extent as would, in the
circumstances, have a material adverse effect on the working capital requirements of the
Company or the gearing levels which in the opinion of the Board are from time to time
appropriate for the Company.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
–12–
4. SHARE PRICE
The highest and lowest prices at which the Shares traded on the Stock Exchange in each
of the previous twelve months are as follows:
Price per Share
Highest Lowest
(HK$) (HK$)
2006
August 12.50 11.50
September 12.50 11.78
October 12.78 12.16
November 13.98 12.18
December 15.20 13.20
2007
January 14.80 12.20
February 14.22 13.00
March 14.20 13.10
April 16.08 13.80
May 14.66 13.78
June 15.26 14.50
July 16.48 14.80
August (up to the Latest Practicable Date) 14.92 13.80
5. UNDERTAKING
The Board has undertaken to the Stock Exchange to exercise the power of the Company
to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules,
the laws of Bermuda, the Memorandum of Association and the Bye-laws of the Company.
None of the Directors nor, to the best of their knowledge having made all reasonable
enquiries, any of their associates (as defined in the Listing Rules) have any present intention,
in the event that the Repurchase Mandate is granted by Shareholders, to sell Shares to the
Company.
No connected persons of the Company have notified the Company of a present intention
to sell Shares to the Company and no such persons have undertaken not to sell any Shares held
by them to the Company in the event that the Repurchase Mandate is granted by Shareholders.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
–13–
6. HONG KONG CODE ON TAKEOVERS AND MERGERS
If as a result of a repurchase of 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 Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting
in concert, could obtain or consolidate control of the Company and depending on the level of
increase in the Shareholders’ interest, may become obliged to make a mandatory offer in
accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Company and
according to the registers of interests required to be kept by the Company under the SFO, the
single largest shareholder of the Company is GZ Trust Corporation who held, through NKY
Holding Corporation, LBK Holding Corporation and MMW Holding Corporation, 119,036,834
Shares, representing approximately 21.66% of the issued share capital of the Company. On
such basis, if the Repurchase Mandate is fully exercised by the Company, there will be an
effect of increasing the percentage shareholding of GZ Trust Corporation to 24.06%, but such
increase will not give rise to any obligation under Rule 26 of the Takeovers Code to make a
mandatory offer. The Board is also not aware of any other Shareholder which may become
obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code if the
Board exercises the powers of the Company to repurchase Shares pursuant to Repurchase
Mandate to be granted to the Board by the Shareholders.
7. SHARE REPURCHASE MADE BY THE COMPANY
The Company has not purchased any of its Shares (whether on the Stock Exchange or
otherwise) in the six months preceding the Latest Practicable Date.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
–14–
Set out below are details of the Directors who will retire at the conclusion of the AGM
and will be proposed to be re-elected at the AGM.
Ms. Lo Pik Ling, Anita
Ms. Lo Pik Ling, Anita, aged 54, is an Executive Director and the Group General
Manager. She joined the Group in 1982 and has been an Executive Director of the Company
since 1990. She is responsible for the sales and marketing of the Hong Kong Fast Food,
Contract Catering Business and School Lunch-Box Catering Business. She holds a Bachelor
Degree in Social Sciences from the University of Hong Kong. Ms. Lo is also a director of
certain subsidiaries of the Group. Ms. Lo had not held any directorship in other listed public
companies in the last three years.
Ms. Lo has entered into a service contract with the Company that does not provide for a
fixed period of service and she is subject to retirement by rotation and re-election under the
Company’s Bye-laws.
Ms. Lo is a relative of each of Mr. Chan Yue Kwong, Michael (the Executive Chairman
and substantial shareholder of the Company), Mr. Lo Tak Shing, Peter (the Executive Director
and substantial shareholder of the Company), Mr. Lo Hoi Chun (the Non-Executive Director
and substantial shareholder of the Company), Ms. Man Bo King (the substantial shareholder
of the Company) and Ms. Tso Po Ping (the substantial shareholder of the Company). Ms. Lo
is the daughter of Mr. Lo Tang Seong, Victor (the Non-Executive Director of the Company),
the sister of Mr. Lo Hoi Kwong, Sunny (the Managing Director and substantial shareholder
of the Company) and the spouse of Mr. Man Tak Wah (the substantial shareholder of the
Company). Ms. Lo is also a director of NKY Holding Corporation (being substantial
shareholder of the Company).
As at the Latest Practicable Date, Ms. Lo has personal interest, trusts and similar interest
and equity derivatives in 60,492,339 shares of the Company within the meaning of Part XV of
the SFO. During the year ended 31st March, 2007, the amount of emoluments payable to Ms.
Lo is approximately HK$446,000 (which included her basic salary and allowance) and such
amount of discretionary bonus which the Company may decide to pay, the nature of which are
specified under the service contract with the Company. The amount of emoluments payable to
Ms. Lo is determined by reference to her qualification, experience and market benchmarks.
Save as disclosed above, there is no other information relating to Ms. Lo required to be
disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there any other
matters that need to be brought to the attention of the Shareholders of the Company.
within the meaning of Part XV of the SFO
APPENDIX II INFORMATION ON RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION
–15–
Mr. Lo Hoi Chun
Mr. Lo Hoi Chun, aged 68, joined the Group in 1976 and has been a Non-executive
Director of the Company since 1990. Prior to joining the Group, he had considerable
experience in the food and beverage industry. Mr. Lo is also a director of certain subsidiaries
of the Group. Mr. Lo had not held any directorship in other listed public companies in the last
three years.
Mr. Lo is a relative of each of Mr. Lo Tang Seong, Victor (the Non-Executive Director
of the Company), Mr. Chan Yue Kwong, Michael (the Chairman and substantial shareholder
of the Company), Mr. Lo Hoi Kwong, Sunny (the Managing Director and substantial
shareholder of the Company), Ms. Lo Pik Ling, Anita and Mr. Lo Tak Shing, Peter (Executive
Directors and substantial shareholders of the Company). Mr. Lo is also a relative of Mr. Man
Tak Wah and Ms. Tso Po Ping (both being substantial shareholders of the Company). Mr. Lo
is the spouse of Ms. Man Bo King (the substantial shareholders of the Company). Mr. Lo is
also a director of each of LBK Holding Corporation and MMW Holding Corporation (both
being substantial shareholders of the Company).
As at the Latest Practicable Date, Mr. Lo has a personal interest of 132,000 Shares and
trusts and similar interests of 67,880,834 Shares (of which 31,911,701 Shares were held under
a family trust where he is one of the beneficiaries and 35,969,133 Shares were held under a
family trust where he is the founder and both of Mr. Lo and his associates were beneficiaries)
within the meaning of Part XV of the SFO. There is no service contract entered into between
Mr. Lo and the Company. Mr. Lo’s appointment as a Director to the Company is subject to
retirement by rotation under the Company’s Bye-laws. During the year ended 31 March 2007,
Mr. Lo received a director’s fee of HK$50,000 from the Company. Such director’s fee has been
determined by reference to the Company’s performance and profitability, as well as
remuneration benchmark in the industry and the prevailing market conditions, and approved by
the shareholders of the Company.
Save as disclosed herein, there are no other information relating to Mr. Lo required to be
disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there any other
matters that need to be brought to the attention of the Shareholders of the Company.
within the meaning of Part XV of the SFO
APPENDIX II INFORMATION ON RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION
–16–
Mr. Li Kwok Sing, Aubrey
Mr. Li Kwok Sing, Aubrey, aged 57, was appointed an Independent Non-executive
Director of the Company in 1994 and is a member of the Audit, Nomination and Remuneration
Committees. He is a director of Management Capital Limited, a Hong Kong-based financial
advisory and direct investment firm, and has over 30 years’ experience in merchant banking
and commercial banking. He is a non-executive director of ABC Communications (Holdings)
Limited, The Bank of East Asia, Limited, China Everbright International Limited, CNPC
(Hong Kong) Limited, Kowloon Development Company Limited, and Pokfulam Development
Company Limited, and was previously an independent non-executive director of Value Partners
China Greenchip Fund Limited. He is non-executive Chairman of Atlantis Asian Recovery
Fund plc. Save as disclosed above, Mr. Li had not held any directorship in other listed public
companies in the last three years.
Mr. Li does not have any relationships with any Directors, senior management or
substantial or controlling shareholders of the Company. There is no service contract entered
into between Mr. Li and the Company. Mr. Li’s appointment as Director to the Company is
subject to retirement by rotation under the Company’s Bye-laws.
As at the Latest Practicable Date, Mr. Li has an interest in 55,000 shares of the Company
within the meaning of Part XV of the SFO. During the year ended 31st March, 2007, the
Director’s fee of Mr. Li as an independent non-executive director is HK$100,000. Subject to
the authorization to be obtained at the AGM, the Board may fix Mr. Li’s remuneration, which
will be determined by the Board with reference to the Company’s performance and
profitability, as well as remuneration benchmark in the industry and the prevailing market
conditions.
Save as disclosed above, there is no other information relating to Mr. Li required to be
disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there any other
matters that need to be brought to the attention of the Shareholders of the Company.
APPENDIX II INFORMATION ON RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION
–17–
Mr. Kwok Lam Kwong, Larry
Mr. Kwok Lam Kwong, Larry, J.P., aged 51, was appointed an Independent Non-executive
Director of the Company in July 2004 and is a member of the Audit and Remuneration
Committees. Mr. Kwok is a practising solicitor in Hong Kong and is also qualified to practise
as a solicitor inAustralia, England and Wales and Singapore. He is also qualified as a Chartered
Accountant in United Kingdom and a CPA in Hong Kong and Australia. He graduated from the
University of Sydney, Australia with Bachelor’s degrees in economics and laws as well as a
master’s degree in laws. He is currently an independent non-executive director of a number of
publicly listed companies in Hong Kong, namely, Pacific Andes International Holdings
Limited, First Shanghai Investments Limited, Shenyin Wanguo (HK) Limited, Carry Wealth
Holdings Limited and Starlite Holdings Limited and is an independent non-executive director
of Western Mining Co., Ltd, being a company listed on the Shanghai Stock Exchange. Save as
disclosed above, Mr. Kwok did not hold any directorships in any other listed companies during
the last three years.
Mr. Kwok does not have any relationships with any Directors, senior management or
substantial or controlling shareholders of the Company. There is no service contract entered
into between Mr. Kwok and the Company. Mr. Kwok’s appointment as Director of the
Company is subject to retirement by rotation under the Company’s Bye-laws.
As at the Latest Practicable Date, Mr. Kwok does not have any interest in the shares of
the Company within the meaning of Part XV of the SFO. During the year ended 31st March,
2007, the Director’s fee of Mr. Kwok as an independent non-executive director is HK$100,000.
Subject to the authorization to be obtained at the AGM, the Board may fix Mr. Kwok’s
remuneration, which will be determined by the Board with reference to the Company’s
performance and profitability, as well as remuneration benchmark in the industry and the
prevailing market conditions.
Save as disclosed above, there is no other information relating to Mr. Kwok required to
be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there any other
matters that need to be brought to the attention of the Shareholders of the Company.
APPENDIX II INFORMATION ON RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION
–18–
CAFE
DE CORAL HOLDINGS LIMITED
(Incorporated in Bermuda with Limited Liability)
(Stock Code: 341)
24th August, 2007
To the Independent Shareholders
Dear Sir or Madam,
GRANT OF OPTIONS TO CERTAIN DIRECTORS
UNDER THE SHARE OPTION SCHEME
We refer to the circular of Cafe de Coral Holdings Limited (the “Company”) dated 24th
August, 2007 to the Shareholders of the Company (the “Circular”) of which this letter forms
part. Terms used in this letter shall have the same meanings as defined in the Circular unless
the context otherwise requires.
This letter sets out our recommendation to the Independent Shareholders as to voting in
relation to the resolution to be proposed at the AGM for the approval of the proposed grant of
Options to Mr. Michael Chan, Mr. Sunny Lo and Ms. Anita Lo on the Proposed Date of Grant
(the “Proposed Grant”).
Having considered the past contribution of Mr. Michael Chan, Mr. Sunny Lo and Ms.
Anita Lo to the Group and also to provide an incentive for their continuing commitment
towards the business development and growth of the Group, we are of the view that the terms
of the Proposed Grant are fair and reasonable and in the interest of the Company and the
Independent Shareholders as a whole. Accordingly, we recommend the Independent
Shareholders to vote in favour of the ordinary resolution to be proposed at theAGM to approve
the Proposed Grant.
Kwok Lam Kwong, Larry Li Kwok Sing, Aubrey Choi Ngai Min, Michael
Independent non-executive Directors
APPENDIX III LETTER FROM THE INDEPENDENT NON-EXECUTIVE DIRECTORS
–19–
CAFE
DE CORAL HOLDINGS LIMITED
(Incorporated in Bermuda with Limited Liability)
(Stock Code: 341)
NOTICE IS HEREBY GIVEN that the 2007 Annual General Meeting (the “Meeting”)
of Cafe de Coral Holdings Limited (the “Company”) will be held at Ballroom A, 2nd Floor,
Langham Hotel Hong Kong, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday,
18th September, 2007 at 2:30 p.m. for the following purposes:
As Ordinary Business:
1. To receive and adopt the Audited Accounts and the reports of the Directors and
Auditors for the year ended 31st March, 2007;
2. To declare a final dividend;
3. To re-elect retiring Directors and authorize the Board of Directors to fix their
remuneration;
4. To re-appoint Messrs. PricewaterhouseCoopers as the auditors of the Company and
authorize the Board of Directors to fix their remuneration;
As Special Business:
5. To consider, and if thought fit, pass (with or without amendments) the following
resolution as an Ordinary Resolution:
“THAT
(a) subject to paragraph (c) below, the exercise by the Directors of the Company
during the Relevant Period of all the powers of the Company to allot, issue and
otherwise deal with additional 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 is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall authorize the Directors of the Company
during the Relevant Period to make or grant offers, agreements and options
which might require the exercise of such powers after the end of the Relevant
Period;
NOTICE OF ANNUAL GENERAL MEETING
–20–
(c) the aggregate nominal amount of share capital allotted or agreed conditionally
or unconditionally to be allotted (whether pursuant to an option or otherwise)
by the Directors of the Company pursuant to the approval in paragraph (a),
otherwise than pursuant to (i) a Rights Issue; or (ii) the exercise of rights of
subscription or conversion under the terms of any warrant or other securities
issued by the Company carrying a right to subscribe for shares of the
Company; or (iii) the exercise of subscription rights under any employee share
option scheme; or (iv) an issue of shares as scrip dividends pursuant to the
Bye-laws of the Company from time to time, shall not exceed the aggregate of:
(i) 20 per cent. of the aggregate nominal amount of the share capital of the
Company in issue at the date of passing of this Resolution; and
(ii) (if the Directors of the Company are so authorized 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 per cent. of the aggregate nominal amount of the share capital of the
Company in issue at the date of passing of this Resolution), and the said
approval shall be limited accordingly;
(d) for the purposes of this Resolution:
“Relevant Period” means the period from the date of 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 Bye-laws of the Company or
any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this Resolution by
an ordinary resolution of the shareholders of the Company in general
meeting.
“Rights Issue” means the allotment, issue or grant of shares pursuant to an
offer (open for a period fixed by the Directors of the Company) made to
holders of shares or any class thereof on the Register of Members of the
Company on a fixed record date in proportion to their then holdings of such
shares or class thereof (subject to such exclusion or other arrangements as the
Directors of the Company 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 recognized regulatory body or any stock
exchange in, any territory outside Hong Kong)”;
NOTICE OF ANNUAL GENERAL MEETING
–21–
6. To consider and, if thought fit, pass (with or without amendments) the following
resolution as an Ordinary Resolution:
“THAT
(a) subject to paragraph (b) below, the exercise by the Directors of the Company
during the Relevant Period (which shall have the same meaning for the purpose
of this Resolution, mutatis mutandis, as given in paragraph (d) of the resolution
set out as Resolution No. 5 in the notice of this Meeting) of all powers of the
Company to purchase its shares, subject to and in accordance with all
applicable laws and 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) the aggregate nominal amount of shares to be purchased by the Company
pursuant to the approval in paragraph (a) above shall not exceed 10 per cent.
of the aggregate nominal amount of the shares of the Company in issue at the
date of passing of this Resolution and the said approval shall be limited
accordingly.”;
7. To consider and, if thought fit, pass (with or without amendments) the following
resolution as an Ordinary Resolution:
“THAT conditional upon the passing of the Resolution Nos. 5 and 6, the general
mandate granted to the Directors of the Company (pursuant to Resolution No. 5 or
otherwise) and for the time being in force to exercise the powers of the Company
to allot shares be and is hereby extended by an amount representing the aggregate
nominal amount of the share capital repurchased by the Company under the
authority granted by the resolution set out as Resolution no. 6.”;
8. To consider and, if thought fit, pass (with or without amendments) the following
resolution as an Ordinary Resolution:
“THAT the grant of options to subscribe for 1,500,000, 1,500,000 and 450,000
shares of HK$0.10 each in the capital of the Company to Mr. Chan Yue Kwong,
Michael, Mr. Lo Hoi Kwong, Sunny and Ms. Lo Pik Ling, Anita respectively (all of
which are executive directors of the Company), subject to and in accordance with
the terms of the share option scheme adopted by the Company on 24th September,
2003, be and is hereby approved; and THAT any director of the Company be and is
hereby authorized to do such things and acts as may be necessary or expedient to
give full effect to such grant of options.”.
By Order of the Board
To Hon Fai, Alfred
Company Secretary
Hong Kong, 24th August, 2007
NOTICE OF ANNUAL GENERAL MEETING
–22–
Registered office
Canon’s Court
22 Victoria Street
Hamilton HM12
Bermuda
Head office
10th Floor
Cafe de Coral Centre
5 Wo Shui Street
Fo Tan, Shatin
New Territories, Hong Kong
Notes:
1. A member entitled to attend and vote at the Meeting convened by the above notice may appoint one or more
proxies to attend the Meeting and vote on a poll instead of him.Aproxy need not be a member of the Company.
2. In order to be valid, a form of proxy and the power of authority (if any) under which it is signed or a notarially
certified copy of such power of authority must be deposited with the Company Secretary at the Company’s
Head Office at 10th Floor, Cafe de Coral Centre, 5 Wo Shui Street, Fo Tan, Shatin, New Territories, Hong Kong
not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
3. The Register of Members will be closed from 11th September, 2007 to 18th September, 2007, both days
inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final
dividend, all completed transfer forms, accompanied by the relevant share certificates, must be lodged with the
Company’s Hong Kong Branch Share Registrars, Computershare Hong Kong Investor Services Limited at
Rooms 1712-1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m.
on 10th September, 2007.
NOTICE OF ANNUAL GENERAL MEETING
–23–
