30 March 2007
DBA Telecommunication (Asia) Holdings Limited
DBA e-rp"!
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3335)
PROPOSALS FOR
RE-ELECTION OF DIRECTORS,
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
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 licensed securities dealer, bank manager, solicitor, professional
accountant or other professional adviser.
If you have sold or transferred all your shares in DBA Telecommunication (Asia) Holdings
Limited, you should at once hand this circular and the accompanying form of proxy to the
purchaser or transferee or to the bank, licensed securities dealer or other agent through
whom the sale or transfer was effected for transmission to the purchaser or transferee.
A notice convening an annual general meeting of DBA Telecommunication (Asia) Holdings
Limited to be held at Unit 3203, 32/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong
on 30 April 2007 at 10:30 a.m. (the “Annual General Meeting”) is set out on pages 11 to 14
of this circular.
If you are not able to attend the Annual General Meeting, you are requested to complete
the accompanying form of proxy in accordance with the instructions printed thereon and
return it to the principal place of business of DBA Telecommunication (Asia) Holdings
Limited in Hong Kong at Unit 2307, 23rd Floor, Great Eagle Centre, 23 Harbour Road,
Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight (48)
hours before the time appointed for holding the Annual General Meeting. Completion and
return of the form of proxy will not preclude you from attending and voting in person at
the Annual General Meeting or any adjournment of it, if you so wish.
For identification onl
CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Right to demand poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Appendix I — Details of Directors proposed to be re-elected . . . . . . . . . . . . . . . . . 6
Appendix II — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DEFINITIONS
– 1 –
In this circular, unless the context otherwise requires, the following expressions shall having
the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held
at Unit 3203, 32/F, Admiralty Centre I, 18 Harcourt
Road, Hong Kong on 30 April 2007 at 10:30 a.m.
“Articles” the articles of association of the Company adopted
pursuant to a special resolution passed on 14 April
2006
“Board” the board of Directors of the Company
“Company” DBA Telecommunication (Asia) Holdings Limited, a
company incorporated in the Cayman Islands with
limited liability and the shares of which are listed on
the Stock Exchange
“Directors” the directors of the Company
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” The Hong Kong Special Administrative Region of the
People’s Republic of China
“Latest Practicable Date” 28 March 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
“Repurchase Mandate” a general mandate proposed to be granted to the
Directors to exercise the power of the Company to
repurchase Shares in the manner as set out in the notice
of the Annual General Meeting
“SFO” Securities and Future Ordinance (Chapter 571 of the
Laws of Hong Kong)
“Share(s)” ordinary share(s) of HK$0.10 each in the share capital
of the Company
DEFINITIONS
– 2 –
“Share Issue Mandate” a general mandate proposed to be granted to the
Directors at the Annual General Meeting to exercise
the power of the Company to allot, issue and deal
with Shares in the manner as set out in the notice of
the Annual General Meeting
“Shareholder(s)” the holder(s) of the Shares
“Stock Exchange” Yu Longrui (Chairman and Chief Executive Officer) P.O. Box 309 GT
Mr. Zheng Feng Ugland House
Mr. Chan Wai Chuen South Church Street
Mr. Yang Yahua George Town
Mr. Yeung Shing Grand Cayman
Cayman Islands
Independent Non-executive Directors:
Mr. Zheng Qingchang Head Office and Principal Place
Mr. Yu Lun of Business in Hong Kong:
Mr. Yun Lok Ming Unit 2307, 23rd Floor
Great Eagle Centre
23 Harbour Road
Wanchai
Hong Kong
30 March 2007
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
RE-ELECTION OF DIRECTORS,
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
This purpose of this circular is to provide you with information in respect of the
proposed (i) re-election of Directors; (ii) Share Issue Mandate; and (iii) Repurchase Mandate
in compliance with the Listing Rules to enable you to make an informed decision on
whether to vote for or against the relevant resolutions at the forthcoming Annual General
Meeting.
LETTER FROM THE BOARD
– 4 –
RE-ELECTION OF DIRECTORS
In accordance with Article 130 of the Articles, each of Mr. Yu Longrui, Mr. Zheng
Feng and Mr. Yu Lun will hold office until the Annual General Meeting and, being eligible,
will offer themselves for re-election at the Annual General Meeting.
Details of the above Directors required to be disclosed under Rule 13.51 of the
Listing Rules are set out in Appendix I to this circular.
GENERAL MANDATE TO ISSUE SHARES
In order to give flexibility to the Directors to issue Shares in the event that it is in
the interests of the Company and its Shareholders to do so, approval will be sought at the
Annual General Meeting (i) to grant to the Directors a general mandate to allot, issue and
deal with Shares not exceeding 20% of the total issued share capital of the Company as at
the date of passing the ordinary resolution in relation to the Share Issue Mandate; and (ii)
to add to such general mandate so granted to the Directors any Shares representing the
aggregate nominal amount of Shares repurchased by the Company after the granting of
the general mandate not exceeding 10% of the total issued share capital of the Company
as at the date of passing the ordinary resolution in relation to the Repurchase Mandate.
GENERAL MANDATE TO REPURCHASE SHARES
An ordinary resolution will be proposed at the Annual General Meeting granting
the Directors authority to repurchase Shares with the aggregate nominal amount not
exceeding 10% of the total issued share capital of the Company as at the date of the
passing of the relevant resolution approving the Repurchase Mandate.
An explanatory statement as required under the Listing Rules to provide the requisite
information concerning the Repurchase Mandate is set out in Appendix II to this circular.
RIGHT TO DEMAND POLL
Pursuant to Article 90 of the Articles, a resolution put to the vote of a general
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:
(a) by the chairman of such meeting; or
(b) by at least five members present in person (or in the case of a member being a
corporation by its duly authorised representative) or by proxy for the time
being entitled to vote at the meeting; or
LETTER FROM THE BOARD
– 5 –
(c) by a member or members present in person (or in the case of a member 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 members
having the right to vote at the meeting; or
(d) by a member or members present in person (or in the case of a member 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.
A demand by a person as proxy for a member or in the case of a member being a
corporation by its duly authorised representative shall be deemed to be the same as a
demand by the member.
ANNUAL GENERAL MEETING
The notice of the Annual General Meeting, which contains, inter alia, ordinary
resolutions to approve the re-election of Directors, the Share Issue Mandate and the
Repurchase Mandate is set out on pages 11 to 14 of this circular.
A form of proxy for use at the Annual General Meeting is enclosed. If you are not
able to attend the Annual General Meeting, you are requested to complete the form of
proxy and return it in accordance with the instructions printed thereon and return it to
the principal place of business of the Company at Unit 2307, 23rd Floor, Great Eagle
Centre, 23 Harbour Road, Hong Kong as soon as possible but in any event not less than
forty-eight (48) hours before the time appointed for holding the Annual General Meeting.
Completion and return of the form of proxy will not preclude you from attending and
voting in person at the Annual General Meeting or any adjournment of it, if you so wish.
RECOMMENDATION
The Directors consider that the re-election of Directors, the Share Issue Mandate, the
Repurchase Mandate and the extension to the Share Issue Mandate to issue additional
shares repurchased under the Repurchase Mandate are in the best interests of the Company
and its Shareholders. Accordingly, the Directors recommend that the Shareholders to vote
in favour of the resolutions to be proposed at the Annual General Meeting.
GENERAL INFORMATION
Your attention is drawn to the additional information as set out in the Appendices
to this circular.
Yours faithfully,
On behalf of the Board
Yu Longrui
Chairman
APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
– 6 –
The following are the particulars of the directors proposed to be re-elected at the
Annual General Meeting.
Mr. Yu Longrui, aged 44, is the chairman and chief executive officer of the Company
and co-founder of the Group. Mr. Yu is responsible for overall strategic planning and
formation of corporate policies for the Group. Mr. Yu graduated from the Fujian College
of Agriculture with a bachelors degree in economics in 1986 and completed research
courses for senior factory managers organised by the Economic Management Institute of
Tsinghua University in 1998 and another research course on financial studies organised by
the Central University of Finance and Economics in 2002. He has more than 12 years of
corporate management experience in the PRC telecommunication industry. Mr. Yu was
appointed as the Vice-Chairman of the Ninth Council of the Fujian Province Youth
Entrepreneur Association and was accredited as the Seventh Outstanding Youth
Entrepreneurs of Fujian Province in March, 2002. In April 2002, he was appointed as a
standing member of the Eighth council of the Chinese Youth Entrepreneur Association. In
September 2003, he was appointed as the executive director of the Seventh Board of
Directors of the China Enterprise Confederation/China Enterpriser’s Association with
tenure from September 2003 to August 2008. In March 2004, Mr. Yu was accredited as the
Ninth Ten Outstanding Youth Entrepreneur of Fujian Province. Mr. Yu was appointed a
standing member of the Fujian Communication Industry Association in December 2004,
Mr. Yu is the spouse of Ms. Yang Yahua.
Other than the relationship arising from his being an executive director and the
spouse of Ms. Yang Yahua, an executive Director of the Company, Mr. Yu does not have
any relationship with any other Directors, senior management, substantial shareholders
or controlling shareholders of the Company. Apart from being an executive director of the
Company, Mr. Yu has not held or did not hold any other directorship in listed public
companies in the last three years.
As at the Latest Practicable Date, Mr. Yu has a personal interest of 11,572,000 Shares
representing 1.12% of the total issued share capital of the Company and other interest of
388,310,400 Shares held by Daba International Investments Limited which is the substantial
shareholder of the Company and beneficially owned by Mr. Yu as to 77.6%. Save as
disclosed above, Mr. Yu does not have any interest within the meaning of Part XV of the
SFO.
Mr. Yu entered into a service contract with the Company on 14 April 2006 for 3
years unless and until terminated by either the Company or Mr. Yu according to the
service contract. Pursuant to the service contract, Mr. Yu is entitled to receive an annual
remuneration of HK$2,080,000 and a discretionary bonus to be decided by the Directors.
The remunerations of the Directors are decided with regard to the Company’s operating
results, individual performance and comparable market statistics and none of the directors
or any of their associates, and executive is involved in deciding his own remuneration.
Mr. Zheng Feng, aged 43, is an executive Director and is responsible for the research
and development of the Group’s technology and products. Mr. Zheng graduated from
Xiamen University in 1988 and obtained a bachelor’s degree in engineering. He also
APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
– 7 –
obtained a master’s degree in engineering from the Huazhong University of Science and
Technology in 2000. Mr. Zheng was qualified in 2001 as a senior engineer in applied
electronics technology by The Fujian Province’s Board of Technicians in Senior Engineering
Profession. Prior to joining the Group. Mr. Zheng worked as an engineer and a group
leader of the laboratory of an enterprise from 1988 to 1996 and the quality control
technology manager of a network technology company from 1997 to 2002. Mr. Zheng
served as the chief technical officer of a technology company from 2002 to 2003. He has
over 18 years of experience in the the electronics and telecommunication product industries.
Mr. Zheng jointed the Group in July 2003.
As at the Latest Practicable Date, Mr. Zheng has no interest in the Company. Save
as disclosed above, Mr. Zheng does not have any interest within the meaning of Part XV
of the SFO.
Other than the relationship arising from his being an executive director. Mr. Zheng
does not have any relationship with any other Directors, senior management, substantial
shareholders or controlling shareholders of the Company. Apart from being an executive
director of the Company, Mr. Zheng has not held or did not hold any other directorship in
listed public companies in the last three years.
Mr. Zheng entered into a service contract with the Company on 14 April 2006 for 3
years unless and until terminated by the either the Company or Mr. Zheng according to
the service contract. Pursuant to the service contract, Mr. Zheng is entitled to receive an
annual remuneration of RMB180,000 and a discretionary bonus to be decided by the
Directors. The remunerations of the Directors are decided with regard to the Company’s
operating results, individual performance and comparable market statistics and none of
the directors or any of their associates, and executive is involved in deciding his own
remuneration.
Mr. Yu Lun, aged 55, graduated from Fuzhou University in 1986 with a master’s
degree in engineering. He was qualified as a professor by the Fujian Province’s Board of
Senior High School Teachers in August 1997 and is a professor and the head of the Faculty
of Physics and Information Engineering of Fuzhou University. Mr. Yu was appointed as a
standing member of the second Council and the Chairman of the Youth Technological
Exchange Association of China Graphical Round Shape Club from 1994 to 1998. He was
the general manager of the Fuzhou University Science and Technology Development
Company from 1996 to 2003. Mr. Yu was among the Outstanding Experts of Jujian Province
selected jointly by the Fujian Provincial Committee of the Chinese Communist Party and
the People’s Government of Fujian Province in 1997. Mr. Yu was appointed as an expert
for the “Digital Fujian” program of the Experts Team Constructing the Public Technological
Information Network in 2003 and a member of the Tenth Five Year Plan and 2010 Plan
regarding new and high technology industry in Fujian Province in 2000. In 2001, he was
appointed as an expert member of the Debate Forum for Experts in Inter-connection among
Telecommunication Networks of Fujian Province for four years. The Group appointed Mr.
Yu as an independent non-executive Director on 14 April 2006.
APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
– 8 –
Other than the relationship arising from his being an independent non-executive
director, Mr. Yu does not have any relationship with any other Directors, senior
management, substantial shareholders or controlling shareholders of the Company. Mr.
Yu does not hold any other position within the Group, except that he is a member of the
Nomination Committee, Remuneration Committee and Audit Committee of the Company.
Apart from being an independent non-executive director of the Company, Mr. Yu has not
held nor did not hold any other directorship in listed public companies in the last three
years.
As at the Latest Practicable Date, Mr. Yu has no interest in the Company. Save as
disclosed above, Mr. Yu does not have any interest within the meaning of Part XV of the
SFO.
Mr. Yu was appointed by the Company on 14 April 2006 as an independent non-
executive director of the Company for 1 year with automatic renewal for one further year
upon expiry unless and until terminated by either the Company or Mr. Yu giving the
other 3 months’ notice in writing to terminate the appointment. Pursuant to the agreement,
Mr. Yu is entitled to receive an annual remuneration of RMB66,000. The remunerations of
the Directors are decided with regard to the Company’s operating results, individual
performance and comparable market statistics and none of the directors or any of their
associates, and executive is involved in deciding his own remuneration.
Save and except for the information in relation to each of the directors proposed to
be re-elected at the Annual General Meeting, each and every director do not hold any
other directorships and there are no other matters that need to be brought to the attention
of the Shareholders. Save as disclosed above, each of Mr. Yu Longrui, Mr. Zheng Feng and
Mr. Yu Lun and the Company are not aware of any information which needs to be disclosed
pursuant to Rule 13.51(2) of the Listing Rules.
APPENDIX II EXPLANATORY STATEMENT
– 9 –
This appendix serves as an explanatory statement, as required by the Listing Rules,
to provide requisite information for shareholders of the Company to consider the
Repurchase Mandate.
1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES
The Listing Rules permit companies with a primary listing on the Stock Exchange to
repurchase their shares on the Stock Exchange subject to certain restrictions.
The Listing Rules provide that all proposed repurchases of shares by a company
with a primary listing on the Stock Exchange must be approved by shareholders in advance
by an ordinary resolution either by way of a general mandate or by a specific approval of
a particular transaction and that the shares to be repurchased must be fully paid up.
2. SHARE CAPITAL
As at the Latest Practicable Date, the total issued share capital of the Company
comprised 1,037,500,000 Shares.
Subject to the passing of the relevant ordinary resolutions to approve the general
mandates to issue and repurchase Shares and on the basis that no further Shares are
issued or repurchased between the Latest Practicable Date and the Annual General Meeting,
the Company would be allowed under the Repurchase Mandate to purchase a maximum
of 103,750,000 Shares.
3. REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the
Company and its Shareholders. Repurchases of Shares made under the Repurchase Mandate
may, depending on market conditions and funding arrangements at the time, lead to an
enhancement of the value of the Company’s net assets and/or its earnings per share and
will only be when the Directors consider that such repurchases will benefit the Company
and its Shareholders.
4. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for
such purpose in accordance with its memorandum of association and Articles and the
applicable laws of the Cayman Islands. A listed company may not repurchase its own
shares on the Stock Exchange for a consideration other than cash or for settlement otherwise
than in accordance with the trading rules of the Stock Exchange from time to time.
It is presently proposed that any repurchase of Shares would be made out of capital
paid up on the repurchase Shares, profits of the Company or out of the proceeds of a fresh
issue of Shares made for the purpose and, in the case of any premium payable on such
APPENDIX II EXPLANATORY STATEMENT
– 10 –
repurchase, from profits of the Company or from the Company’s share premium account.
The repurchase of Shares made out of capital will be conditional upon the fact that
immediately following the date on which payment out of capital is proposed to be made,
the Company shall be able to pay its debts as they fall due in the ordinary course of
business.
There might be an adverse impact on the working capital or gearing position of the
Company (as compared with the position disclosed in the audited financial statements for
the year ended 31 December 2006) in the event that the Repurchase Mandate was to be
exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate
to such extent as would, in the circumstances, have a material adverse affect on the
working capital requirements of the Company or the gearing levels which in the opinion
of the Directors are from time to time appropriate for the Company.
5. SHARE PRICES
The highest and lowest prices at which the Shares of the Company were traded on
the Stock Exchange since the initial public offering of the Company preceding the Latest
Practicable Date were as follows:
Per Share
Month Highest Lowest
HK$ HK$
2006
May 1.970 1.340
June 1.520 1.290
July 1.430 1.340
August 1.380 0.960
September 1.240 0.920
October 1.130 0.940
November 1.140 0.590
December 0.940 0.830
2007
January 1.100 0.830
February 1.330 1.030
March (up to Latest Practicable Date) 1.320 1.000
6. UNDERTAKING
The Directors have undertaken to the Stock Exchange to exercise the power of the
Company to make repurchases pursuant to the proposed resolution in accordance with
the Listing Rules and all applicable laws of the Cayman Islands and in accordance with
the regulations set out in the memorandum of association and Articles of the Company.
APPENDIX II EXPLANATORY STATEMENT
– 11 –
7. EFFECT OF THE TAKEOVERS CODE
A repurchase of Shares by the Company may result in an increase in the proportionate
interests of a substantial shareholder of the Company in the voting rights of the Company,
which could give rise to an obligation to make a mandatory offer in accordance with Rule
26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the
Company, Daba International Investments Limited (“Daba”), is interested in 500,400,000
Shares representing approximately 48.23% of the total issued share capital of the Company.
Daba is ultimately owned by Mr. Yu Longrui, Mr. Yu Longhui, Ms. Yang Yahua, Mr. Yu
Qiang, Mr. Yang Minyang and Mr. Mo Kafei as to 77.6%, 6.86%, 5.49%, 4.57%, 2.74% and
2.74% respectively. In the event that the Directors exercise in full the power to repurchase
Shares which is proposed to be granted pursuant to the resolution, and assuming there is
no change to the share capital of the Company and shareholding of Daba between the
Latest Practicable Date and the date of such exercise the shareholding of Daba in the
Company would be increased to approximately 53.59% of the total issued share capital of
the Company. Depending on the timing and the extent of the repurchases, such increase
may give rise to an obligation on Daba to make a mandatory offer pursuant to Rule 26 of
the Takeovers Code. At present, the Company has no intention to exercise the power to
repurchase Shares in such way and to such an extent that would cause an obligation for a
mandatory offer of Daba to arise.
Any purchase of Shares which results in the number of Shares held by the public
being reduced to less than 25% of Shares then in issue could only be implemented with
the agreement of the Stock Exchange to waive the requirements of the Listing Rules
regarding the public shareholding referred to above. The Directors do not have any present
intention to repurchase Shares to an extent which will result in the amount of Shares held
by the public being reduced to less than 25%.
8. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and belief having made all
reasonable enquiries, their respective associates (as defined in the Listing Rules), have a
present intention, in the event that the proposal is approved by the Shareholders, to sell
Shares to the Company.
No connected person of the Company (as defined in the Listing Rules) has notified
the Company that he/she has a present intention to sell Shares to the Company nor has
he/she undertaken not to sell any Shares held by him/her to the Company in the event
that the Company is authorized to make repurchases of Shares.
9. SHARE REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any Shares (whether on the Stock Exchange or
otherwise) in the six months preceding the Latest Practicable Date.
NOTICE OF ANNUAL GENERAL MEETING
– 12 –
DBA Telecommunication (Asia) Holdings Limited
DBA e-rp"!
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3335)
NOTICE IS HEREBY GIVEN that an annual general meeting of DBA
Telecommunication (Asia) Holdings Limited (the “Company”) will be held at Unit 3203,
32/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on 30 April 2007 at 10:30 a.m.
for the following purposes:
1. To receive and consider the audited consolidated financial statements and the reports
of the directors and auditors for the year ended 31 December 2006.
2. To approve and declare a final dividend for the year ended 31 December 2006.
3. To re-elect Mr. Yu Longrui, Mr. Zheng Feng and Mr. Yu Lun as the directors of the
Company and to authorize the board of directors of the Company to fix their
remuneration.
4. To re-appoint CCIF CPA Limited as auditors and to authorize the board of directors
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) subject to paragraph 5(b) below, the exercise by the directors of the Company
during the Relevant Period (as hereinafter defined) of all the powers of the
Company to repurchase issued shares of the Company of HK$0.10 each on
The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) subject to
and in accordance with all applicable laws and the requirements of the Rules
Governing the Listing of Securities on the Stock Exchange as amended from
time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal value of shares of the Company of HK$0.10 each which
the Company are authorized to repurchase pursuant to the approval in
paragraph 5(a) above 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 this resolution, and the said approval shall be limited
accordingly; and
NOTICE OF ANNUAL GENERAL MEETING
– 13 –
(c) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until
whichever is 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 of the Company
or any other applicable laws of Cayman Islands to be held; and
(iii) the revocation or variation of this resolution by the shareholders of the
Company in general meeting.”
6. To consider and, if thought fit, pass with or without amendments the following
resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph 6(c) below, the exercise by the directors of the Company
during the Relevant Period (as hereinafter defined) of all the powers of the
Company to allot, issue and deal with additional shares of HK$0.10 each in
the capital of the Company and to make or grant offers, agreements and options
(including bonds, warrants and debentures convertible into shares of the
Company) which would or might require the exercise of such power be and is
hereby generally and unconditionally approved;
(b) the approval in paragraph 6(a) above shall authorize the directors of the
Company during the Relevant Period (as hereinafter defined) to make or grant
offers, agreements and options (including bonds, warrants and debenture
convertible into shares of the Company) which would or might require the
exercise of such power after the end of the Relevant Period;
(c) the aggregate nominal value of share capital allotted or agreed conditionally
or unconditionally to be allotted and issued (whether pursuant to an option
or otherwise) by the directors of the Company pursuant to the approval in
paragraph 6(a) above, otherwise than pursuant to or in consequence of (i) a
Rights Issue (as hereinafter defined); (ii) an issue of shares under any option
scheme or similar arrangement for the time being adopted for the grant or
issue of shares or rights to acquire shares of the Company; (iii) an issue of
shares upon the exercise of the subscription or conversion rights under the
terms of any warrants or any securities of the Company which are convertible
into shares of the Company or warrants to subscribe for shares of the Company;
or (iv) any scrip dividends or similar arrangement, providing for the allotment
and issue of shares in lieu of the whole or part of a dividend or shares in
accordance with the Articles of Association of the Company from time to
time, shall not exceed 20% of the aggregate nominal amount of the issued
NOTICE OF ANNUAL GENERAL MEETING
– 14 –
share capital of the Company as at the date of passing this resolution, and the
said approval shall be limited accordingly; and
(d) for the purpose of this resolution:
“Relevant Period” means the period from 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 Articles of Association of the Company
or any other applicable laws of Cayman Islands to be held; and
(iii) the revocation or variation of this resolution by the shareholders of the
Company in general meeting; and
“Right Issue” means an offer of shares open for a period fixed by the directors
of the Company to the holders of shares of the Company on the register on a
fixed record date in proportion to their then holdings of such shares as at that
date (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 any relevant jurisdiction, or the requirements of any recognized regulatory
body or any stock exchange applicable to the Company).”
7. To consider and, if thought fit, pass with or without amendments the following
resolution as an ordinary resolution:
“THAT subject to the passing of the resolution nos. 5 and 6 set out in the notice
convening this meeting, the general mandate granted to the directors of the Company
to allot, issue and deal with additional shares pursuant to resolution no. 6 set out in
the notice convening this meeting be and is hereby extended by the addition to the
aggregate nominal amount of the share capital which may be allotted or agreed
conditionally or unconditionally to be allotted by the directors of the Company
pursuant to such general mandate of any amount representing the aggregate nominal
amount of the share capital of the Company repurchased by the Company under the
authority granted pursuant to resolution no. 5 set out in the notice convening this
meeting, provided that such an amount shall not exceed 10% of the aggregate nominal
amount of the total issued share capital of the Company as at the date of passing
this resolution.”
By order of the Board
Chan Wai Chuen
Company Secretary
Hong Kong, 30 March 2007
NOTICE OF ANNUAL GENERAL MEETING
– 15 –
Head office and Principal Place of Business in Hong Kong:
Unit 2307, 23rd Floor
Great Eagle Centre
23 Harbour Road
Wanchai
Hong Kong
Notes:
1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another
person as his proxy to attend and vote instead of him. Any member of the Company who is the holder
of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the
meeting. A proxy need not be a member of the Company.
2. Where there are joint holders of any share, any one of such joint holder may vote, either in person or by
proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint
holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose
seniority shall be determined by the order in which the names stand in the register of members of the
Company in respect of the joint holding.
3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his
attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under
the hand of an officer, attorney or other person authorized to sign the same. In the case of an instrument
of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed,
unless the contrary appears, that such officer was duly authorized to sign such instrument of proxy on
behalf of the corporation without further evidence of the fact.
4. To be valid, the form of proxy, together with a power of attorney or other authority, if any, under which
it is signed or a notarially certified copy thereof, must be lodged with the Company share registrar,
Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong
Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment
thereof. Completion and return of the form of proxy will not preclude a member from attending and
voting in person at the meeting.
5. The register of members of the Company will be closed from 26 April 2007 to 30 April 2007, both dates
inclusive, during which period no transfer of shares will be registered. In order to qualify for voting at
the meeting and the proposed final dividend, all transfers, accompanied by the relevant share certificates,
must be lodged for registration with the Company’s share registrar in Hong Kong, Tricor Investor
Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later
than 4:00 p.m. 25 April 2007.
