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 Computer And Technologies 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.
COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 46)
GENERAL MANDATES TO REPURCHASE ITS OWN SHARES
AND TO ISSUE NEW SHARES
AND
RE-ELECTION OF RETIRING DIRECTORS
A notice convening the forthcoming Annual General Meeting of the Company to be held at
30th Floor, Prosperity Millennia Plaza, 663 King’s Road North Point, Hong Kong on Friday,
25 May 2007 at 10:00 a.m. is set out on pages 15 to 17 of 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 Company’s
Share Registrar in Hong Kong, Tengis Limited, at 26/F Tesbury Centre, 28 Queen’s Road
East, Hong Kong as soon as possible but in any event not less than 48 hours before the time
appointed for the holding of the meeting. Completion and return of the form of proxy will
not prevent shareholders from attending and voting at the meeting should you so wish.
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
30 April 2007
Page
Definitions ......................................................... 1
Letter from the Board
1. Introduction ................................................. 3
2. Buyback and Issuance Mandates ................................. 3
3. Re-election of Retiring Directors ................................. 4
4. Annual General Meeting and proxy arrangement ..................... 4
5. Recommendation ............................................. 5
6. General information........................................... 5
Appendix I – Explanatory statement on the Buyback Mandate............. 6
Appendix II – Procedure for the shareholders to demand a poll
at a general meeting pursuant to the Bye-laws............. 12
Appendix III – Details of directors proposed to be re-elected at
the Annual General Meeting ........................... 13
Notice of Annual General Meeting..................................
| 15 |
| CONTENTS |
| –i– |
In this circular, unless the context otherwise requires, the following expressions shall
have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held
on Friday, 25 May 2007 at 10:00 a.m.;
“Board” the board of Directors of the Company for the time
being;
“Buyback Mandate” as defined in paragraph 2(a) of the Letter from the
Board;
“Bye-laws” the bye-laws adopted by the Company on 25 May
2006;
“Company” Computer And Technologies Holdings Limited, a
company incorporated in Bermuda with limited
liability, the shares of which are listed on the Stock
Exchange;
“Director(s)” director(s) of the Company;
“Group” the Company and its subsidiaries from time to time;
“Hong Kong” The Hong Kong Special Administrative Region of the
People’s Republic of China;
“HK$” Hong Kong dollars;
“Issuance Mandate” as defined in paragraph 2(b) of the Letter from the
Board;
“Latest Practicable Date” 25 April 2007, being the latest practicable date prior to
the printing of this circular for ascertaining certain
information in this circular;
“Listing Rules” the Rules Governing the Listing of Securities on the
Stock Exchange;
“Ordinary Resolutions” the proposed ordinary resolutions as referred to in the
notice of the Annual General Meeting;
“SFO” the Securities and Futures Ordinance, Chapter 571 of
the Laws of Hong Kong;
DEFINITIONS
–1–
“Share(s)” share(s) of HK$0.10 each in the capital of the
Company or if there has been a subsequent
sub-division, consolidation, reclassification or
reconstruction of the share capital of the Company,
shares forming part of the ordinary equity share capital
of the Company;
“Shareholder(s)” holder(s) of Share(s);
“Stock Exchange”
DEFINITIONS
–2–
COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 46)
Executive Directors:
Ng Cheung Shing (Chairman)
Leung King San, Sunny
Ma Mok Hoi
Independent Non-executive Directors:
Ha Shu Tong
Lee Kwok On, Matthew
Ting Leung Huel, Stephen
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal Place of Business
in Hong Kong:
30th Floor
Prosperity Millennia Plaza
663 King’s Road
North Point
Hong Kong
30 April 2007
Dear Sir or Madam,
GENERAL MANDATES TO REPURCHASE ITS OWN SHARES
AND TO ISSUE NEW SHARES
AND
RE-ELECTION OF RETIRING DIRECTORS
1. INTRODUCTION
The purpose of this circular is to provide you with information in respect of the
Ordinary Resolutions to be proposed at the Annual General Meeting for the approval of (i)
Issuance and the Buyback Mandates; and (ii) re-election of the retiring directors.
2. BUYBACK AND ISSUANCE MANDATES
At the annual general meeting of the Company held on 25 May 2006, the Company
granted a general mandate to the Board to exercise the powers of the Company to
repurchase shares of the Company. A separate mandate was also granted to the Directors
enabling them to issue new shares. Such mandates will lapse at the conclusion of the
forthcoming Annual General Meeting of the Company.
LETTER FROM THE BOARD
–3–
Ordinary resolutions will be proposed at the Annual General Meeting to grant new
general mandates to the Directors:
(a) to purchase Shares of the Company on the Stock Exchange of an aggregate
nominal amount of up to 10% of the aggregate nominal amount of the issued
share capital of the Company on the date of passing such resolution (“Buyback
Mandate”);
(b) to allot, issue or deal with Shares of an aggregate nominal amount of up to 20%
of the aggregate nominal amount of the share capital of the Company in issue on
the date of passing such resolution (“Issuance Mandate”); and
(c) to extend the Issuance Mandate by an amount representing the aggregate nominal
amount of the Shares repurchased by the Company pursuant to and in accordance
with the Buyback Mandate.
The Buyback Mandate and the Issuance Mandate will continue in force until the
conclusion of the next annual general meeting of the Company or any earlier date as
referred to in resolutions nos. 5 and 6 set out in the notice of the Annual General Meeting.
In accordance with the requirements of the Listing Rules, the Company is required to
send to the Shareholders an explanatory statement containing all the information reasonably
necessary to enable them to make an informed decision on whether to vote for or against the
grant of the Buyback Mandate. An explanatory statement as required by the Listing Rules in
connection with the Buyback Mandate is set out in Appendix I to this circular.
3. RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, Mr. Ng Cheung Shing, Mr. Leung King San, Sunny
and Mr. Ma Mok Hoi are executive directors of the Company. Mr. Ha Shu Tong, Dr. Lee
Kwok On, Matthew and Mr. Ting Leung Huel, Stephen are the independent non-executive
directors of the Company.
Pursuant to the Bye-law 87 of the Company’s Bye-laws, Mr. Ma Mok Hoi and Dr. Lee
Kwok On, Matthew shall retire from the office at the Annual General Meeting and shall be
eligible for re-election. Details of the retiring directors proposed to be re-elected at the
Annual General Meeting are set out in Appendix III to this circular.
4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 15 to 17 of this circular.
At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the
granting of the Buyback Mandate and the Issuance Mandate and the extension of the
Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to
the Buyback Mandate.
LETTER FROM THE BOARD
–4–
A form of proxy for use at the Annual General Meeting is enclosed with this circular.
To be valid, the form of proxy must be completed and signed in accordance with the
instructions printed thereon and deposited, together with the power of attorney or other
authority (if any) under which it is signed or a certified copy of that power of attorney or
authority at the Company’s Share Registrar in Hong Kong, Tengis Limited, at 26/F Tesbury
Centre, 28 Queen’s Road East, 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 at the Annual
General Meeting if you so wish.
5. RECOMMENDATION
The Directors consider that the proposed granting of the Buyback Mandate and the
granting/extension of the Issuance Mandate as well as the re-election of the retiring directors
are in the interests of the Company. Accordingly, the Directors recommend the Shareholders
to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
6. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendix I
(Explanatory Statement on the Buyback Mandate), Appendix II (Procedure for the
Shareholders to demand a poll at a general meeting pursuant to the Bye-laws) and Appendix
III (Details of Directors proposed to be re-elected at the Annual General Meeting) to this
circular.
Yours faithfully,
For and on behalf of the Board
Computer And Technologies Holdings Limited
Ng Cheung Shing
Chairman
LETTER FROM THE BOARD
–5–
This Appendix serves as an explanatory statement, as required by the Listing Rules, to
provide requisite information to you for your consideration of the Buyback Mandate.
1. REASONS FOR THE REPURCHASE
The Directors believe that the Buyback Mandate is in the best interests of the Company
and its Shareholders. An exercise of the Buyback Mandate may, depending on market
conditions and funding arrangements at the time, lead to an enhancement of the net asset
value per Share and/or earnings per Share and will only be made when the Directors believe
that a repurchase will benefit the Company and its Shareholders.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised
264,974,198 Shares.
Subject to the passing of the resolution for the grant of the Buyback Mandate
(resolution no. 5 as set out in the notice convening the Annual General Meeting contained in
this circular), and on the basis that no Shares are issued or repurchased by the Company
prior to the Annual General Meeting, the Company will be allowed under the Buyback
Mandate to repurchase a maximum of 26,497,419 Shares.
3. FUNDING OF REPURCHASES
In repurchasing the Shares, the Company may only apply funds legally available for
such purpose in accordance with its Bye-laws, the Listing Rules, the laws of Bermuda and
other applicable laws.
The Company is empowered by its Bye-laws to repurchase Shares. The laws of
Bermuda provide that the amount of capital paid in connection with a share repurchase by a
company may only be paid out of either the capital paid up on the relevant shares, or the
funds of the company which would otherwise be available for dividend or distribution or the
proceeds of a fresh issue of shares made for such purpose.
Taking into account the current working capital position of the Company, the Directors
consider that, if the Buyback Mandate were to be exercised in full, it might have a material
adverse effect on the working capital and/or the gearing position of the Company as
compared with the position as at 31 December 2006, the date to which the last audited
accounts of the Company were made up. However, the Directors do not intend to make any
repurchases to such an extent as would, in the circumstances, have a material adverse effect
on the working capital requirements or the gearing position of the Company which in the
opinion of the Directors are from time to time appropriate for the Company.
APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
–6–
4. SHARE PRICES
The highest and lowest prices at which the Shares of the Company were traded on the
Stock Exchange during each of the previous 12 months were as follows:
Highest Lowest
HK$ HK$
2006
April 1.15 0.99
May 1.05 0.85
June 0.88 0.76
July 0.87 0.78
August 0.87 0.79
September 0.85 0.72
October 0.80 0.65
November 0.77 0.65
December 0.83 0.70
2007
January 0.99 0.78
February 1.06 0.87
March 0.98 0.80
April (up to the Latest Practicable Date) 0.99 0.83
5. DISCLOSURE OF INTERESTS
The Directors have undertaken to the Stock Exchange to exercise the powers of the
Company to make purchases under the Buyback Mandate in accordance with the Listing
Rules and the laws of Bermuda.
If as a result of a repurchase a Shareholder’s proportionate interest in the voting rights
of the Company increases, such increase will be treated as an acquisition for the purpose of
Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders
acting in concert could obtain or consolidate control of the Company and become obliged to
make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
–7–
As at the Latest Practicable Date prior to the printing of this circular, the Directors and
the following substantial shareholders of the Company were beneficially interested in a total
of 169,931,938 shares of the Company within the meaning of part XV of the SFO,
representing 64.13% of the Company’s issued share capital:
Name of shareholder
of the Company Notes
Capacity and
nature of interest
Number of
shares
interested
Percentage of
the Company’s
issued share
capital before
repurchases
Ng Cheung Shing 1 Directly
beneficially
owned/
Through a
controlled
corporation
112,332,000 42.4
Chao Lien
Technologies Limited
(“Chao Lien”)
1 Directly
beneficially
owned
110,000,000 41.5
C.S. (BVI) Limited 1 Through a
controlled
corporation
110,000,000 41.5
Puttney Investments
Limited (“PIL”)
2 Directly
beneficially
owned
29,148,938 11.0
Hutchison International
Limited (“HIL”)
2 Through a
controlled
corporation
29,148,938 11.0
Hutchison Whampoa
Limited (“HWL”)
2 Through a
controlled
corporation
29,148,938 11.0
Cheung Kong
(Holdings) Limited
(“CKH”)
2, 3 Through a
controlled
corporation
29,148,938 11.0
Li Ka-Shing Unity
Trustee Company
Limited (“TUT1”)
2, 3 Through a
controlled
corporation
29,148,938 11.0
APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
–8–
Name of shareholder
of the Company Notes
Capacity and
nature of interest
Number of
shares
interested
Percentage of
the Company’s
issued share
capital before
repurchases
Li Ka-Shing Unity
Trustee Corporation
Limited (“TDT1”)
2, 3 Through a
controlled
corporation
29,148,938 11.0
Li Ka-Shing Unity
Trustcorp Limited
(“TDT2”)
2, 3 Through a
controlled
corporation
29,148,938 11.0
Li Ka-Shing 2, 3 Through a
controlled
corporation
29,148,938 11.0
Hui Yau Man Directly
beneficially
owned
26,782,000 10.1
Notes:
1. Mr. Ng Cheung Shing was entitled to exercise or control the exercise of one-third or more of the
voting power at general meetings of C.S. (BVI) Limited which, in turn, was entitled to exercise or
control the exercise of one-third or more of the voting power at general meetings of Chao Lien.
Accordingly, Mr. Ng Cheung Shing was deemed, under the SFO, to be interested in all Shares held
by Chao Lien.
2. PIL is a wholly-owned subsidiary of HIL, which in turn is a wholly-owned subsidiary of HWL. By
virtue of the SFO, HWL and HIL were deemed to be interested in the 29,148,938 Shares held by PIL.
3. Li Ka-Shing Unity Holdings Limited (“TUHL”), of which each of Li Ka-Shing, Li Tzar Kuoi, Victor,
and Li Tzar Kai, Richard, is interested in one-third of the entire issued share capital, owns the entire
issued share capital of TUT1. TUT1 as trustee of The Li Ka-Shing Unity Trust, together with certain
companies which TUT1 as trustee of The Li Ka-Shing Unity Trust is entitled to exercise or control
the exercise of more than one-third of the voting power at their general meetings, hold more than
one-third of the issued share capital of CKH. Subsidiaries of CKH are entitled to exercise or control
the exercise of more than one-third of the voting power at the general meetings of HWL.
In addition, TUHL also owns the entire issued share capital of TDT1 as trustee of The Li Ka-Shing
Unity Discretionary Trust (“DT1”) and TDT2 as trustee of another discretionary trust (“DT2”). Each
of TDT1 and TDT2 holds units in The Li Ka-Shing Unity Trust.
By virtue of the SFO, each of Li Ka-Shing, being the settlor and may being regarded as a founder of
DT1 and DT2 for the purpose of the SFO, TDT1, TDT2, TUT1 and CKH was deemed to be
interested in the 29,148,938 Shares held by PIL.
APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
–9–
If the powers of the Company to make purchases under the Buyback Mandate is
exercised in full, the aggregate interest of the substantial shareholders (within the meaning
of the SFO) and the Directors in the issued capital of the Company will be increased to
71.26%. However, the Directors have no intention to exercise the Buyback Mandate to such
extent that less than 25% of the issued share capital of the Company would be in public
hands. As at the Latest Practicable Date, the Company was informed that Chao Lien held
110,000,000 Shares whereas Mr. Ng Cheung Shing, who was deemed to be interested in all
the Shares held by Chao Lien, also personally held 2,032,000 Shares and 300,000 share
options in the Company, each of them holding an aggregate interest of 41.51% and 42.39%
in the total issued share capital of the Company. In the event that the Directors exercise in
full the Buyback Mandate, and taking no account of any exercise of outstanding options, the
shareholding of the Company held by Chao Lien, and Mr. Ng Cheung Shing will be
increased to approximately 46.13%, and 47.10% of the issued share capital of the Company,
respectively. Upon full exercise of the Buyback Mandate or any increase by more than 2%
of the shareholding of Chao Lien and/or Mr. Ng Cheung Shing may give rise to an
obligation to make a mandatory general offer under the Rule 26 of Takeovers Code. The
Directors have no present intention to repurchase Shares of the Company to the extent that it
will trigger the obligations under the Takeovers Code to make a mandatory general offer.
Save as aforesaid, the Directors are not aware of any consequences which will arise under
the Takeovers Code as a result of any purchases to be made under the Buyback Mandate.
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) presently intend to sell
Shares to the Company under the Buyback Mandate in the event that the Buyback Mandate
is approved by Shareholders.
The Company has not been notified by any connected persons of the Company that
they have a present intention to sell any Shares, or that they have undertaken not to sell any
Shares held by them to the Company in the event that the Buyback Mandate is approved by
its Shareholders.
APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
–10–
6. SHARES PURCHASES MADE BY THE COMPANY
In the six months preceding the date of this circular, the Company had repurchased its
Shares on the Stock Exchange as follows:
Date of Repurchase
Number
of Shares
Price per Share
Highest Lowest
HK$ HK$
14 Nov 2006 50,000 0.70 0.70
16 Nov 2006 150,000 0.70 0.69
24 Nov 2006 28,000 0.70 0.70
28 Nov 2006 800,000 0.70 0.70
30 Nov 2006 100,000 0.70 0.70
1 Dec 2006 90,000 0.70 0.70
5 Dec 2006 198,000 0.73 0.73
6 Dec 2006 200,000 0.73 0.73
7 Dec 2006 100,000 0.73 0.73
8 Dec 2006 252,000 0.75 0.73
15 Dec 2006 390,000 0.77 0.77
18 Dec 2006 74,000 0.77 0.77
19 Dec 2006 180,000 0.77 0.76
20 Dec 2006 416,000 0.78 0.76
21 Dec 2006 132,000 0.77 0.77
27 Dec 2006 122,000 0.79 0.79
28 Dec 2006 552,000 0.80 0.78
29 Dec 2006 56,000 0.78 0.78
2 Jan 2007 50,000 0.78 0.78
3 Jan 2007 16,000 0.78 0.78
4 Jan 2007 328,000 0.80 0.78
5 Jan 2007 90,000 0.80 0.79
8 Jan 2007 84,000 0.80 0.79
9 Jan 2007 30,000 0.80 0.80
10 Jan 2007 40,000 0.80 0.80
Save as disclosed above, the Company had not purchased any of its Shares (whether on
the Stock Exchange or otherwise) in the six months preceding 25 April 2007 (being the
latest practicable date prior to the printing of this circular).
APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
–11–
The following paragraphs set out the procedure for the Shareholders to demand a poll
at a general meeting of the Company (including the Annual General Meeting) pursuant to
the Bye-laws.
According to Bye-law 66 of the Bye-laws, at any general meeting a resolution put to
the vote of the 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 by:
(a) the chairman of such meeting; or
(b) at least three Shareholders present in person (or, in the 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
(c) a Shareholder or Shareholders present in person (or, in the 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
(d) a Shareholder or Shareholders present in person (or, in the 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 Shares conferring that right.
APPENDIX II PROCEDURE FOR THE SHAREHOLDERS TO
DEMAND A POLL AT A GENERAL MEETING
PURSUANT TO THE BYE-LAWS
–12–
Pursuant to the Listing Rules, the details of the Directors proposed to be re-elected at
the Annual General Meeting are provided below.
(1) Mr. Ma Mok Hoi, Tony, aged 50, executive director of the Company
Mr. Ma joined the Group in 1994, is in charge of the Group’s distribution business, has
over 20 years of experience in distribution and customer service businesses in the IT field.
He graduated from the Hong Kong Polytechnic with a higher diploma and an associateship
in electronic engineering in 1980 and 1981 respectively. He also obtained a diploma in
management studies from the Hong Kong Management Association in 1989.
Mr. Ma entered into a service contract with the Company on 1 April 1998. This service
contract will continue until terminated by either party by serving to the other party a written
notice of not less than three months notice. Mr. Ma is subject to retirement by rotation and
re-election at the annual general meetings of the Company in accordance with the
Company’s Bye-laws. According to the service contract, Mr. Ma’s annual fixed remuneration
is HK$460,000 and a variable income pay by a commission scheme equivalent to 2% of the
monthly gross profit of Maxfair Technology Limited (“Maxfair”). In addition, he is also
entitled to a performance related bonus equivalent to 10% of the profit after taxation but
before extraordinary items of Maxfair. Mr. Ma’s emolument is determined also by reference
to remuneration benchmark in the industry and the prevailing market conditions.
Mr. Ma does not have any relationship with any other directors or senior management
or any substantial or controlling shareholders of the Company. He did not hold any
directorship in other listed public companies during the three years preceding the Latest
Practicable Date.
As at the Latest Practicable Date, Mr. Ma Mok Hoi was interested or deemed to be
interested in a total of 359,000 shares of the Company within the meaning of Part XV of the
SFO.
Save as disclosed above, there is no other matter that need to be brought to the
attention of the Shareholders and there is no information to be disclosed pursuant to any of
the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing
Rules.
(2) Professor Lee Kwok On, Matthew, aged 47, independent non-executive director of
the Company
Professor Lee was appointed as an independent non-executive director of the Company
on 9 April 1998. Professor Lee is also a member of the Audit Committee as well as the
Remuneration Committee of the Company.
Professor Lee is the Acting Dean of the Faculty of Business and a Professor of
Information Systems at the City University of Hong Kong (the “University”). Professor Lee
is also the founding Director of the DBA Programme at the University. He holds a number
of university degrees including BEng (1st Class Honours) in electronic engineering, MSc in
APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
–13–
software engineering, Ph.D. in computer science, MBA, LLB, and LLM in Corporate and
Commercial Law. He has completed the Internet Law Summer Programe at Harvard Law
School. Professor Lee has substantial experience and published widely in law and IT matters
and is a professional member of both the Hong Kong Computer Society and the British
Computer Society. He is qualified as a Chartered Engineer (UK Engineering Council) and a
Barrister-at-Law both in Hong Kong SAR and England & Wales. Professor Lee was a
Founding Vice-chairman of the Hong Kong Computer Society e-Business Special Interest
Group. He was also a member of the Public Affairs Forum appointed by the Secretary for
Home Affairs of HKSAR. He is currently an Assessor for the Innovation and Technology
Support Programme of the HKSAR Government’s Innovation and Technology Fund.
Professor Lee has not entered into any service contract with the Company and is
subject to retirement by rotation and re-election at the annual general meetings of the
Company in accordance with the Company’s Bye-laws. Professor Lee is entitled to a
remuneration of HK$80,000 per annum which is determined by reference to his duties and
responsibilities with the Company.
Professor Lee does not have any relationship with any other directors or senior
management or any substantial or controlling shareholders of the Company. He did not hold
any directorship in other listed public companies during the three years preceding the Latest
Practicable Date.
As at the Latest Practicable Date, Professor Lee was interested in 100,000 shares of the
Company within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other matter that need to be brought to the
attention of the Shareholders and there is no information to be disclosed pursuant to any of
the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing
Rules.
APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
–14–
COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 46)
NOTICE IS HEREBY GIVEN that the 2007 Annual General Meeting of the Company
will be held at 30th Floor, Prosperity Millennia Plaza, 663 King’s Road, North Point, Hong
Kong on Friday, 25 May 2007 at 10:00 a.m. for the following purposes:
1. To receive and consider the audited financial statements and the reports of the
directors and of the auditors for the year ended 31 December 2006;
2. To declared final dividend;
3. (a) To re-elect Mr. Ma Mok Hoi as director;
(b) To re-elect Dr. Lee Kwok On, Matthew as director; and
(c) To authorise the board to fix the directors’ remuneration and to set a
maximum number of directors.
4. To re-appoint Messrs Ernst & Young as auditors and to authorise the board to fix
their remuneration;
5. To consider and, if thought fit, pass with or without amendments, the following
resolution as an Ordinary Resolution:
“THAT
(a) the exercise by the directors during the Relevant Period of all the powers of
the Company to purchase its shares, subject to and in accordance with the
applicable laws, be and is hereby generally and unconditionally approved;
(b) the total nominal amount of the shares to be purchased pursuant to the
approval in paragraph (a) above shall not exceed 10% of the total nominal
amount of the share capital of the Company in issue on the date of this
Resolution, and the said approval shall be limited accordingly; and
(c) for the purpose 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 revocation or variation of the authority given under this Resolution
by an ordinary resolution of the shareholders in a general meeting; and
NOTICE OF ANNUAL GENERAL MEETING
–15–
(iii) 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 the laws of Bermuda to be held.”;
6. To consider and, if thought fit, pass with or without amendments, the following
resolution as an Ordinary Resolution:
“THAT
(a) the exercise by the directors during the Relevant Period (as defined below)
of all the powers of the Company to issue, allot and dispose of additional
shares of the Company and to make or grant offers, agreements and options
which would or might require shares to be allotted, issued or disposed of
during or after the end of the Relevant Period, be and is hereby generally
and unconditionally approved, provided that, otherwise than pursuant to a
rights issue where shares are offered to shareholders on a fixed record date
in proportion to their then holdings of shares (subject to such exclusions 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)
or any 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, the
total nominal amount of additional shares issued, allotted, disposed of or
agreed conditionally or unconditionally to be issued, allotted or disposed of
(whether pursuant to an option or otherwise) shall not in total exceed 20% of
the total nominal amount of the share capital of the Company in issue on the
date of this Resolution and the said approval shall be limited accordingly;
and
(b) for the purpose 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 revocation or variation of the authority given under this Resolution
by an ordinary resolution of the shareholders in a general meeting; and
(iii) 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 the laws of Bermuda to be held.”; and
NOTICE OF ANNUAL GENERAL MEETING
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7. To consider and, if thought fit, pass with or without amendments, the following
resolution as an Ordinary Resolution:
“THAT the general mandate granted to the directors of the Company pursuant to
Resolution 6 above and for the time being in force to exercise the powers of the
Company to issue, allot or dispose of additional shares and to make or grant
offers, agreements and options which might require the exercise of such powers
be and is hereby extended by the total nominal amount of shares in the capital of
the Company repurchased by the Company since the granting of such general
mandate referred to in the above Resolution 5 pursuant to the exercise by the
directors of the Company of the powers of the Company to purchase such shares,
provided that such amount shall not exceed 10% of the total nominal amount of
the share capital of the Company in issue on the date of this Resolution.”.
On Behalf of the Board
Ng Cheung Shing
Chairman
Hong Kong, 30 April 2007
Notes:
1. The Register of Members of the Company will be closed from Monday, 21 May 2007 to Friday, 25 May
2007 (both days inclusive) during which period no transfer of shares will be registered. In order to attend
the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates must be
lodged with the Company’s Share Registrar in Hong Kong, Tengis Limited, 26/F Tesbury Centre, 28
Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 18 May 2007.
2. A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend
and vote on his behalf. A proxy need not be a Member of the Company. If more than one proxy is so
appointed, the appointment shall specify the number and class of shares in respect of which each such
proxy is so appointed.
3. The instrument appointing a 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 lodged with the Company’s Share
Registrar in Hong Kong, Tengis Limited, 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong not less
than 48 hours before the time appointed for holding the Meeting.
NOTICE OF ANNUAL GENERAL MEETING
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