27 April 2007
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 Embry Holdings Limited (the
“Company”), you should at once hand this circular and the accompanying form of proxy
to the purchaser, the 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 the annual general meeting of the Company to be held at Tianshan
and Lushan Rooms, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road,
Central, Hong Kong at 10:00 a.m. on Wednesday, 6 June 2007 is set out on pages 18 to 22
of this circular. Whether or not you are able to attend the meeting, you are requested to
complete and return the enclosed form of proxy in accordance with the instructions printed
thereon as soon as possible and in any event not less than 48 hours before the time of the
meeting to the office of the Company’s branch share registrar in Hong Kong, Tricor Investor
Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong
Kong. Completion and return of the form of proxy will not preclude you from attending
and voting in person at the meeting should you so wish.
EMBRY HOLDINGS LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock code: 1388)
GRANT OF GENERAL MANDATES TO ISSUE AND
REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETIN
CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Right to demand for voting on poll at the Annual General Meeting . . . . . . . . . . 6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix I – Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . 8
Appendix II – Details of Directors proposed to be re-elected . . . . . . . . . . . . . . . . . . 11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
DEFINITIONS
– 1 –
In this circular, unless the context otherwise requires, the following expressions have the
following meanings:
“Articles” the articles of association of the Company, as amended
from time to time
“Annual General Meeting” the annual general meeting of the Company convened
to be held at Tianshan and Lushan Rooms, Level 5,
Island Shangri-La Hotel, Pacific Place, Supreme Court
Road, Central, Hong Kong at 10:00 a.m. on Wednesday,
6 June 2007, the notice of which is set out on pages 18
to 22 of this circular and any adjournment thereof
“Board” the board of Directors
“Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as
consolidated and revised) of the Cayman Islands
“Company” Embry Holdings Limited, a company incorporated in
the Cayman Islands on 29 August 2006 under the
Companies Law with limited liability and the Shares
of which are listed on the Main Board of the Stock
Exchange
“Directors” directors of the Company
“Extension Mandate” a general and unconditional mandate proposed to be
granted to the Directors to the effect 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 General Mandate
“General Mandate” a general and unconditional mandate proposed to be
granted to the Directors to exercise all powers of the
Company to allot, issue or otherwise deal with Shares
up to a maximum of 20% of the aggregate nominal
amount of the share capital of the Company in issue
as at the date of passing the relevant resolution as set
out in resolution numbered 5(A) in the notice
convening the Annual General Meeting
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the
PRC
DEFINITIONS
– 2 –
“Latest Practicable Date” 20 April 2007, being the latest practicable date prior
to the printing of this circular for ascertaining certain
information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the
Stock Exchange
“PRC” the People’s Republic of China
“Prospectus” the prospectus of the Company dated 5 December 2006
“Repurchase Mandate” a general and unconditional mandate proposed to be
granted to the Directors to exercise all powers of the
Company to repurchase Shares the aggregate nominal
amount of which shall not exceed 10% of the aggregate
nominal amount of the share capital in issue as at the
date of passing the relevant resolution as set out in
resolution numbered 5(B) in the notice convening the
Annual General Meeting
“SFO” the Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong)
“Share(s)” ordinary share(s) of HK$0.01 each in the share capital
of the Company
“Shareholder(s)” holder(s) for the time being of the Share(s)
“Stock Exchange”
LETTER FROM THE BOARD
– 3 –
EMBRY HOLDINGS LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock code: 1388)
Executive Directors: Registered Office:
Mr. Cheng Man Tai (Chairman) Cricket Square
Ms. Cheng Pik Ho Liza (Chief Executive Officer) Hutchins Drive
Madam Ngok Ming Chu P.O. Box 2681
Mr. Hung Hin Kit Grand Cayman KY1-1111
Cayman Islands
Independent non-executive Directors:
Mr. Lau Siu Ki (alias, Kevin Lau) Principal place of business
Mr. Lee Kwan Hung in Hong Kong:
Prof. Lee T.S. (alias, Lee Tien-sheng) 7th Floor
Wyler Centre II
200 Tai Lin Pai Road
Kwai Chung
Hong Kong
27 April 2007
To the Shareholders
Dear Sir or Madam,
GRANT OF GENERAL MANDATES TO ISSUE AND
REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purposes of this circular are to provide you with information regarding the
resolutions to be proposed at the Annual General Meeting and to give you notice of the
Annual General Meeting. At the Annual General Meeting, resolutions relating to, among
other matters, (i) the grant of the General Mandate, the Repurchase Mandate and the
Extension Mandate and (ii) the re-election of Directors will be proposed.
LETTER FROM THE BOARD
– 4 –
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
Pursuant to a written resolution passed by the then Shareholders on 25 November
2006, the Directors were granted (a) a general unconditional mandate to allot, issue and
deal with Shares not exceeding 20% of the aggregate nominal amount of Shares in issue
immediately following completion of the Share Offer (as defined in the Prospectus) and
the Capitalisation Issue (as defined in the Prospectus) but excluding any Shares to be
issued under the Over-allotment Option (as defined in the Prospectus), the Pre-IPO Share
Options (as defined in the Prospectus) and the options which may be granted under the
Share Option Scheme (as defined in the Prospectus); (b) a general unconditional mandate
to exercise all the powers of the Company to repurchase Shares with a total nominal value
of not more than 10% of the total nominal amount of the Shares in issue immediately
following completion of the Share Offer and the Capitalisation Issue but excluding any
Shares to be issued under the Over-allotment Option, the Pre-IPO Share Options and the
options which may be granted under the Share Option Scheme; and (c) the power to
extend the general mandate mentioned in (a) above by an amount representing the
aggregate nominal amount of the Shares repurchased by the Company pursuant to the
mandate to repurchase Shares referred to in (b) above.
The above general mandates will expire at the conclusion of the Annual General
Meeting. At the Annual General Meeting, the Shareholders will be asked to consider and,
if thought fit, to approve the grant of the General Mandate to enable the Directors to
exercise the powers of the Company to allot, issue and deal with new Shares not exceeding
20% of the aggregate nominal amount of the Shares in issue as at the date of the passing
of the resolution. As at the Latest Practicable Date, the number of Shares in issue was
400,000,000. Subject to the passing of the relevant resolution, the maximum number of
new Shares (assuming that there will be no change in the number of Shares in issue
between the Latest Practicable Date and the date of Annual General Meeting) to be issued
under the proposed General Mandate is 80,000,000.
Ordinary resolutions will also be proposed at the Annual General Meeting for the
grant of the Repurchase Mandate to enable the Directors to exercise all the powers of the
Company to repurchase Shares on the Stock Exchange with a total nominal value of not
more than 10% of the total nominal amount of the Shares in issue as at the date of the
passing of the resolution and to extend the General Mandate to cover Shares repurchased
by the Company.
The General Mandate and the Repurchase Mandate will expire: (a) at the end of the
Company’s next annual general meeting following the Annual General Meeting; (b) at the
end of the period within which the Company is required by law or the Articles to hold its
next annual general meeting; or (c) when varied or revoked by an ordinary resolution of
the Shareholders in a general meeting prior to the next annual general meeting of the
Company, whichever is the earliest.
LETTER FROM THE BOARD
– 5 –
The Directors wish to state that they have no immediate plans to allot and issue any
new Shares other than such Shares which may fall to be allotted and issued upon the
exercise of any options which have been granted or may be granted under the Pre-IPO
Share Option Scheme and/or the Share Option Scheme.
An explanatory statement containing information necessary to enable the
Shareholders to make an informed decision on the proposed resolution for the grant of
the Repurchase Mandate as required by the Listing Rules is set out in Appendix I to this
circular.
RE-ELECTION OF DIRECTORS
As at the Latest Practicable Date, the Board comprises four executive Directors,
namely Mr. Cheng Man Tai, Ms. Cheng Pik Ho Liza, Madam Ngok Ming Chu, Mr. Hung
Hin Kit and three independent non-executive Directors, namely, Mr. Lau Siu Ki, Mr. Lee
Kwan Hung and Prof. Lee T.S..
Pursuant to Article 112 of the Articles, any Director appointed by the Board to fill a
casual vacancy or as an additional Director shall hold office only until the next following
annual general meeting of the Company and shall then be eligible for re-election at the
meeting but shall not be taken into account in determining the Directors or the number of
Directors who are to retire by rotation at such meeting.
By virtue of Article 112 of the Articles, the office of all the Directors, namely Mr.
Cheng Man Tai, Ms. Cheng Pik Ho Liza, Madam Ngok Ming Chu, Mr. Hung Hin Kit, all
being executive Directors, Mr. Lau Siu Ki, Mr. Lee Kwan Hung and Prof. Lee T.S., all
being independent non-executive Directors, will end at the Annual General Meeting. All
the Directors, being eligible, will offer themselves for re-election at the Annual General
Meeting.
Details of each of the Directors are set out in Appendix II to this circular.
LETTER FROM THE BOARD
– 6 –
ANNUAL GENERAL MEETING
Set out on pages 18 to 22 of this circular is a notice convening the Annual General
Meeting at which, among other proposed resolutions, ordinary resolutions will be proposed
to approve the following:
(a) the re-election of Directors;
(b) the grant of the General Mandate;
(c) the grant of the Repurchase Mandate; and
(d) the grant of the Extension Mandate.
A copy of 2006 annual report including, among other things, copies of the reports of
the Directors, the reports of the auditors of the Company and the audited and consolidated
financial statements of the Company for the year ended 31 December 2006, are despatched
to the Shareholders together with this circular.
You will find enclosed a form of proxy for use at the Annual General Meeting.
Whether or not you are able to attend the Annual General Meeting, you are requested to
complete and return the enclosed form of proxy in accordance with the instructions printed
thereon as soon as possible and in any event at or before 10:00 a.m. on 4 June 2007, being
not less than 48 hours before the time of the Annual General Meeting to the office of the
Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th
Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return
of the form of proxy will not preclude you from attending and voting in person at the
Annual General Meeting should you so wish.
RIGHT TO DEMAND FOR VOTING ON POLL AT THE ANNUAL GENERAL MEETING
Pursuant to Article 72 of the Articles, a resolution put to the vote of the meeting
shall be decided on a show of hands unless voting by way of a poll is required by the
Listing Rules or 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 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
(iii) by any 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
the Shareholders having the right to vote at the meeting; or
LETTER FROM THE BOARD
– 7 –
(iv) by any 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 conferring a right to vote at the meeting being
Shares on which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all the Shares conferring that right; or
(v) if required by the Listing Rules, by any Director or Directors who, individually
or collectively, hold proxies in respect of Shares representing five per cent.
(5%) or more of the total voting rights at such meeting.
RECOMMENDATION
The Directors consider that the grant of the General Mandate, the Repurchase
Mandate and the Extension Mandate and the re-election of Directors are in the best interests
of the Company and its Shareholders and recommend the Shareholders to vote in favour
of the relevant resolutions set out in the notice of the Annual General Meeting.
Yours faithfully,
By the order of the Board
Embry Holdings Limited
Cheng Man Tai
Chairman
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
– 8 –
This Appendix serves as an explanatory statement, as required by the Listing Rules,
to provide requisite information to you for your consideration of the Repurchase Mandate.
1. Listing Rules relating to the repurchase of Shares
The Listing Rules permit companies whose primary listing is on the Main Board of
the Stock Exchange to repurchase their shares on the Main Board of the Stock Exchange
subject to certain restrictions. Among such restrictions, the Listing Rules provide that the
shares of such a company must be fully paid up and all repurchase of shares by such a
company must be approved in advance by an ordinary resolution of the shareholders,
either by way of a general mandate or by specific approval of a specific transaction.
2. Share capital
As at the Latest Practicable Date, the Company had 400,000,000 Shares in issue.
Subject to the passing of the resolution for the grant of the Repurchase Mandate
(resolution numbered 5(B) as set out in the notice convening the Annual General Meeting
contained in this circular), and on the basis of 400,000,000 Shares in issue and assuming
that no new Shares are issued or repurchased by the Company prior to the Annual General
Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a
maximum of 40,000,000 Shares.
3. Reasons for the repurchase
The Directors believe that it is in the best interests of the Company and its
Shareholders for the Directors to have general authority from the Shareholders to enable
the Company to repurchase Shares in the market. Such repurchases may, depending on
market conditions and funding arrangements of the Company at the time, lead to an
enhancement of the net asset value per Share and/or earnings per Share and will only be
made if the Directors believe that such repurchases will benefit the Company and its
Shareholders.
4. Funding of repurchases
Repurchases must be paid out of funds legally available for the purpose and in
accordance with the Articles, the Companies Law and other applicable laws of the Cayman
Islands. A listed company may not repurchase its own shares on the Main Board of the
Stock Exchange for a consideration other than cash or for settlement otherwise than in
accordance with the trading rules of the Stock Exchange. Under the Cayman Islands law,
any repurchases by the Company may only be made out of profits of the company or out
of the proceeds of a fresh issue of shares made for the purpose or, if authorised by the
Articles and subject to the Companies Law, out of capital. Any premium payable on a
redemption or purchase over the par value of the shares to be repurchased must be
provided for out of profits or the share premium account of the Company or, if authorised
by the Articles and subject to the Companies Law, out of capital.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
– 9 –
5. Impact of repurchases
On the basis of the current financial position of the Company and taking into account
the current working capital position of the Company, the Directors consider that, if the
Repurchase 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, being the date to which the last audited accounts of the
Company were made up. However, the Directors do not propose to exercise the Repurchase
Mandate to such an extent as would, in the circumstances, have a material adverse effect
on the working capital requirements of the Company or the gearing levels of the Company
which in the opinion of the Directors are from time to time appropriate for the Company.
6. Share prices
The highest and lowest prices at which the Shares have been traded on the Stock
Exchange in each of the calendar months from 18 December 2006 (being the date on which
the Shares first commenced dealings on the Stock Exchange) to the Latest Practicable Date
are as follows:
Highest Lowest
HK$ HK$
December 2006 6.45 4.51
January 2007 6.76 5.42
February 2007 7.88 5.85
March 2007 7.80 5.65
April 2007 (up to the Latest Practicable Date) 7.92 6.97
7. Effect of Hong Kong Code on Takeovers and Mergers and minimum public holding
If, as a result of a Shares repurchase, a Shareholder’s proportionate interest in the
voting rights of the Company is increased, such increase will be treated as an acquisition
for the purpose of the Hong Kong Code on Takeovers and Mergers (“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 rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not
aware of any consequences which would arise under the Takeovers Code as a consequence
of any repurchases pursuant to the Repurchase Mandate.
As at the Latest Practicable Date, to the best of the knowledge and belief of the
Directors, Mr. Cheng Man Tai, Madam Ngok Ming Chu and Ms. Cheng Pik Ho Liza and
their associates, Mr. Cheng Chuen Chi, Harmonious World Limited and Fairmout
Investments Limited (collectively, the “Cheng’s Family”) in aggregate, held 75% of the
existing issued Shares. Harmonious World Limited is owned as to 60.2% by Mr. Cheng
Man Tai and as to 39.8% by Madam Ngok Ming Chu. Fairmout Investments Limited is
held as to 50% by Mr. Cheng Man Tai and as to 50% by Madam Ngok Ming Chu.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
– 10 –
On the basis of the current shareholding of the Cheng’s Family in the Company, an
exercise of the Repurchase Mandate in full will not result in any of them becoming obliged
to make a mandatory offer under Rule 26 of the Takeovers Code.
Save as disclosed above, the Directors are not aware of any Shareholder or group of
Shareholders acting in concert, who may become obliged to make a mandatory offer
under Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the
Repurchase Mandate.
The Directors have no intention to exercise the Repurchase Mandate to such an
extent that will result in the number of Shares in the hands of public falling below the
prescribed minimum percentage of 25%.
8. Shares repurchase made by the Company
The Company had not purchased any of the Shares (whether on the Stock Exchange
or otherwise) during the period from 18 December 2006 (being the date on which the
Shares first commenced dealings on the Stock Exchange) up to the Latest Practicable Date.
9. General
None of the Directors nor, to the best of their knowledge having made all reasonable
enquiries, any of their associates currently intends to sell any Shares to the Company or
its subsidiaries.
The Directors have undertaken to the Stock Exchange that, so far as the same may
be applicable, they will exercise the Repurchase Mandate in accordance with the Listing
Rules and the applicable laws of the Cayman Islands.
No connected person (as defined in the Listing Rules) of the Company has notified
the Company that he/she/it has a present intention to sell Shares to the Company, or has
undertaken not to do so if the Repurchase Mandate is approved by the Shareholders.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
– 11 –
The following sets out the respective details of the Directors, the office of whom
will end at the Annual General Meeting pursuant to Article 112 of the Articles and who,
being eligible, will offer themselves for re-election.
EXECUTIVE DIRECTORS
Mr. Cheng Man Tai
Mr. Cheng Man Tai, aged 77, is the chairman, and founder of the Group. He is in
charge of the Group’s corporate strategy. Mr. Cheng has over 31 years of experience in the
lingerie industry. Mr. Cheng graduated from Beijing Agricultural Engineering University
(now known as China Agriculture University) with a bachelor degree. He is an Honorary
Professor of China Agriculture University, an Adjunct Professor of China Textile University
(now known as Dong Hua University) and Vice Chairman of Shanghai Garment Trade
Association. Mr. Cheng obtained the World Outstanding Chinese Award and Honorary
Doctorate of Business Management from Armstrong University in July 2006. Save as
disclosed, in the three years preceding the Latest Practicable Date, Mr. Cheng did not
hold any directorship in other listed public companies or any other major appointments.
Mr. Cheng has entered into a service agreement with the Company on 25 November
2006 pursuant to which he agreed to act as executive Director for a fixed term of three
years commencing on 1 December 2006. He is subject to retirement by rotation and re-
election at the annual general meetings of the Company pursuant to the Articles. Under
the service contract, he is entitled to a basic salary plus a gratuity payment equal to the
amount of the then monthly salary payable in January each year (subject to an annual
increment after 31 December 2006 at the discretion of the Directors of not more than 10%
of his annual salary immediately prior to such increase). The current annual salary of Mr.
Cheng is HK$1,950,000. In addition, he is also entitled to a discretionary management
bonus provided that the aggregate amount of the bonuses payable to all the executive
Directors for any financial year of the Company may not exceed 8% of the audited combined
or consolidated audited net profit of the Group (after taxation and minority interests and
payment of such bonuses but before extraordinary items) in respect of that financial year
of the Company. Mr. Cheng is also entitled to the use of a car and the Group shall bear all
expenses relating to such use. The Group also provides a director’s quarters in the PRC to
Mr. Cheng for himself and his family members. Mr. Cheng’s annual emolument as Director
for the year ending 31 December 2007 will be determined by the Remuneration Committee
of the Board with reference to his duties, responsibilities and the results of the Group.
As at the Latest Practicable Date, Mr. Cheng was interested in 296,423,850 Shares
within the meaning of Part XV of the SFO (comprising 295,550,850 issued Shares held by
his controlled corporations and 873,000 Shares which may be allotted and issued to him
upon exercise of the share option). Mr. Cheng is a director and controlling shareholder of
Harmonious World Limited, a controlling shareholder of the Company. He is also the
spouse of Madam Ngok Ming Chu, an executive Director, and the father of Ms. Cheng Pik
Ho Liza, an executive Director and Mr. Cheng Chuen Chuen, the full time research director
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
– 12 –
of Embry (China) Garments Ltd. (y7"!), an indirect wholly owned
subsidiary of the Company. Save as disclosed above, Mr. Cheng does not have any
relationship with any other Directors, senior management, substantial or controlling
Shareholders (as defined in the Listing Rules) of the Company.
Ms. Cheng Pik Ho Liza
Ms. Cheng Pik Ho Liza, aged 44, is the chief executive officer of the Group. She is
responsible for overseeing the marketing and product development of the Group. Ms.
Cheng joined the Group in 1993 and has over 14 years of experience in the lingerie industry.
Ms. Cheng obtained a bachelor degree of Business Administration from the University of
Southern California and a master degree of Business Administration from the City
University of Hong Kong. In 1999, Ms. Cheng was awarded the prize for Young Industrialist
in Hong Kong. Save as disclosed, in the three years preceding the Latest Practicable Date,
Ms. Cheng did not hold any directorship in other listed public companies or any other
major appointments.
Ms. Cheng has entered into a service agreement with the Company on 25 November
2006 pursuant to which she agreed to act as executive Director for a fixed term of three
years commencing on 1 December 2006. She is subject to retirement by rotation and re-
election at the annual general meetings of the Company pursuant to the Articles. Under
the service contract, she is entitled to a basic salary plus a gratuity payment equal to the
amount of the then monthly salary payable in January each year (subject to an annual
increment after 31 December 2006 at the discretion of the Directors of not more than 10%
of her annual salary immediately prior to such increase). The current annual salary of Ms.
Cheng is HK$1,794,000. In addition, she is also entitled to a discretionary management
bonus provided that the aggregate amount of the bonuses payable to all the executive
Directors for any financial year of the Company may not exceed 8% of the audited combined
or consolidated audited net profit of the Group (after taxation and minority interests and
payment of such bonuses but before extraordinary items) in respect of that financial year
of the Company. Ms. Cheng is also entitled to the use of a car and the Group shall bear all
expenses relating to such use. The Group also provides a director’s quarters in the PRC to
Ms. Cheng for herself and her family members. Ms. Cheng’s annual emolument as Director
for the year ending 31 December 2007 will be determined by the Remuneration Committee
of the Board with reference to her duties, responsibilities and the results of the Group.
As at the Latest Practicable Date, Ms. Cheng was interested in 4,313,555 Shares
within the meaning of Part XV of the SFO (comprising 3,813,555 issued Shares held by her
and 500,000 Shares which may be allotted and issued to her upon exercise of the share
option). Ms. Cheng is the daughter of Mr. Cheng Man Tai and Madam Ngok Ming Chu,
both being executive Directors. Save as disclosed above, Ms. Cheng does not have any
relationship with any other Directors, senior management, substantial or controlling
Shareholders (as defined in the Listing Rules) of the Company.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
– 13 –
Madam Ngok Ming Chu
Madam Ngok Ming Chu, aged 70 is in charge of the Group’s business planning.
Madam Ngok joined the Group in 1980 and has over 26 years of experience in the lingerie
industry. Madam Ngok graduated from and is currently an Honorary Professor of Beijing
Agricultural Engineering University (now known as China Agriculture University). Save
as disclosed, in the three years preceding the Latest Practicable Date, Madam Ngok did
not hold any directorship in other listed public companies or any other major appointments.
Madam Ngok has entered into a service agreement with the Company on 25
November 2006 pursuant to which she agreed to act as executive Director for a fixed term
of three years commencing on 1 December 2006. She is subject to retirement by rotation
and re-election at the annual general meetings of the Company pursuant to the Articles.
Under the service contract, she is entitled to a basic salary plus a gratuity payment equal
to the amount of the then monthly salary payable in January each year (subject to an
annual increment after 31 December 2006 at the discretion of the Directors of not more
than 10% of her annual salary immediately prior to such increase). The current annual
salary of Madam Ngok is HK$1,664,000. In addition, she is also entitled to a discretionary
management bonus provided that the aggregate amount of the bonuses payable to all the
executive Directors for any financial year of the Company may not exceed 8% of the
audited combined or consolidated audited net profit of the Group (after taxation and
minority interests and payment of such bonuses but before extraordinary items) in respect
of that financial year of the Company. Madam Ngok’s annual emolument as Director for
the year ending 31 December 2007 will be determined by the Remuneration Committee of
the Board with reference to her duties, responsibilities and the results of the Group.
As at the Latest Practicable Date, Madam Ngok was interested in 296,323,850 Shares
within the meaning of Part XV of the SFO (comprising 295,550,850 issued Shares held by
her controlled corporations and 773,000 Shares which may be allotted and issued to her
upon exercise of the share option). Madam Ngok is a director and controlling shareholder
of Harmonious World Limited, a controlling shareholder of the Company. She is also the
spouse of Mr. Cheng Man Tai, an executive Director, and the mother of Ms. Cheng Pik Ho
Liza, an executive Director. She is the elder sister of Mr. Yue Zhong Lu, the assistant
general manager of Embry (China) Garments Ltd. (y(7)"!), an indirect
wholly owned subsidiary of the Company. Save as disclosed above, Madam Ngok does
not have any relationship with any other Directors, senior management, substantial or
controlling Shareholders (as definded in the Listing Rules) of the Company.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
– 14 –
Mr. Hung Hin Kit
Mr. Hung Hin Kit, aged 51, is the manufacturing director of the Group. He is
responsible for the overall supervision of the purchasing, production and quality control
function of the Group. Mr. Hung is in the process of obtaining a master degree in
procurement management from the University of Strathclyde, Glasgow. Mr. Hung has
over 21 years of experience in the production and procurement management in Hong
Kong. He joined the Group in 1990. Save as disclosed, in the three years preceding the
Latest Practicable Date, Mr. Hung did not hold any directorship in other listed public
companies or any other major appointments.
Mr. Hung has entered into a service agreement with the Company on 25 November
2006 pursuant to which he agreed to act as executive Director for a fixed term of three
years commencing on 1 December 2006. He is subject to retirement by rotation and
re-election at the annual general meetings of the Company pursuant to the Articles. Under
the service contract, he is entitled to a basic salary plus a gratuity payment equal to the
amount of the then monthly salary payable in January each year (subject to an annual
increment after 31 December 2006 at the discretion of the Directors of not more than 10%
of his annual salary immediately prior to such increase). The current annual salary of
Mr. Hung is HK$1,170,000. In addition, he is also entitled to a discretionary management
bonus provided that the aggregate amount of the bonuses payable to all the executive
Directors for any financial year of the Company may not exceed 8% of the audited combined
or consolidated audited net profit of the Group (after taxation and minority interests and
payment of such bonuses but before extraordinary items) in respect of that financial year
of the Company. Mr. Hung’s annual emolument as Director for the year ending 31
December 2007 will be determined by the Remuneration Committee of the Board with
reference to his duties, responsibilities and the results of the Group.
As at the Latest Practicable Date, Mr. Hung was interested in 332,000 Shares within
the meaning of Part XV of the SFO which are the Shares which may be allotted and issued
to him upon exercise of the share option. Save as disclosed above, Mr. Hung does not
have any relationship with any other Directors, senior management, substantial or
controlling Shareholders (as defined in the Listing Rules) of the Company.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
– 15 –
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Lau Siu Ki
Mr. Lau Siu Ki, alias, Kevin Lau, aged 48, was appointed as an independent
non-executive Director on 25 November 2006. He is also the chairman of the audit
committee of the Company. He is currently running his own management consultancy
firm, Hin Yan Consultants Limited. He is also a consultant to the corporate finance division
of PCP CPA Limited, a certified public accountant firm in Hong Kong. Mr. Lau has
previously worked at Ernst & Young for over 15 years. He graduated from the Hong Kong
Polytechnic in 1981. Mr. Lau is a member of both the Chartered Association of Certified
Accountants (now known as the Association of Chartered Certified Accountants (“ACCA”))
and the Hong Kong Society of Accountants (now known as Hong Kong Institute of Certified
Public Accountants (“HKICPA”)). Mr. Lau is also a member of the Council of ACCA.
Mr. Lau is currently the company secretary of Yeebo (International Holdings) Limited and
the independent non-executive director of Carry Wealth Holdings Limited, COL Capital
Limited, Comba Telecom Systems Holdings Limited, Foxconn International Holdings
Limited, Greenfield Chemical Holdings Limited, Proview International Holdings Limited,
Samson Holdings Limited and TCL Communication Technology Holdings Limited, the
shares of the companies are listed on the Stock Exchange. Mr. Lau had been an independent
non-executive director of Sys Solutions Holdings Limited and Forefront International
Holdings Limited until his resignation on 20 December 2006 and 18 April 2007 respectively.
Save as disclosed, in the three years preceding the Latest Practicable Date, Mr. Lau did
not hold any directorship in other listed public companies or any other major appointments.
Mr. Lau has been appointed as an independent non-executive Director by the
Company for a fixed term of two years commencing from 25 November 2006, subject to
retirement by rotation and re-election at annual general meetings of the Company pursuant
to the Articles. Mr. Lau is entitled to a director’s fee of HK$240,000 per annum. Save for
director’s fees and the Pre-IPO Share Options granted to him, he is not expected to receive
any other remuneration for holding his office as an independent non-executive Director.
Mr. Lau’s emolument as independent non-executive Director for the year ending 31
December 2007 will be determined by the Remuneration Committee of the Board with
reference to his duties, responsibilities with the Company and prevailing market conditions.
As at the Latest Practicable Date, Mr. Lau was interested in 68,000 Shares within the
meaning of Part XV of the SFO which are the Shares which may be allotted and issued to
him upon exercise of the share option. Save as disclosed above, Mr. Lau does not have
any relationship with any other Directors, senior management, substantial or controlling
Shareholders (as defined in the Listing Rules) of the Company.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
– 16 –
Mr. Lee Kwan Hung
Mr. Lee Kwan Hung, aged 41, was appointed as an independent non-executive
Director on 25 November 2006. He is a partner of Woo, Kwan, Lee & Lo and the chief
representative of Woo, Kwan, Lee & Lo’s Beijing Office. Mr. Lee received his LL.B (Honours)
degree and Postgraduate Certificate in Laws from the University of Hong Kong in 1988
and 1989 respectively. He was then admitted as a solicitor in Hong Kong in 1991 and the
United Kingdom in 1997. Mr. Lee is currently a non-executive director of Mirabell
International Holdings Limited and GST Holdings Limited and an independent non-
executive director of GZI REIT Asset Management Limited, the shares of these companies
are listed on the Stock Exchange. Besides, Mr. Lee had been an independent non-executive
director of each of Seapower Resources International Limited, Magician Industries
(Holdings) Limited and China Mining Resources Group Limited (formerly known as
Innomaxx Biotechnology Group Limited), the shares of these companies are listed on the
Stock Exchange. Save as disclosed, in the three years preceding the Latest Practicable
Date, Mr. Lee did not hold any directorship in other listed public companies or any other
major appointments.
Mr. Lee has been appointed as an independent non-executive Director by the
Company for a fixed term of two years commencing from 25 November 2006, subject to
retirement by rotation and re-election at annual general meetings of the Company pursuant
to the Articles. Mr. Lee is entitled to a director’s fee of HK$240,000 per annum. Save for
director’s fees and the Pre-IPO Share Options granted to him, he is not expected to receive
any other remuneration for holding his office as an independent non-executive Director.
Mr. Lee’s annual emolument as independent non-executive Director for the year ending
31 December 2007 will be determined by the Remuneration Committee of the Board with
reference to his duties, responsibilities with the Company and prevailing market conditions.
As at the Latest Practicable Date, Mr. Lee was interested in 68,000 Shares within the
meaning of Part XV of the SFO which are the Shares which may be allotted and issued to
him upon exercise of the share option. Save as disclosed above, Mr. Lee does not have any
relationship with any other Directors, senior management, substantial or controlling
Shareholders (as defined in the Listing Rules) of the Company.
Prof. Lee T.S.
Prof. Lee T. S., alias, Lee Tien-sheng, aged 58, was appointed as an independent
non-executive Director on 25 November 2006. Prof. Lee has been the Dean of the Faculty
of Business Administration of The Chinese University of Hong Kong since 2002. Prof. Lee
obtained his PhD in Business Administration and Master degree in Business Administration
from the University of Missouri-Columbia, the US in 1982 and 1978 respectively. He also
holds a master degree in Management Science and a Bachelor degree in Electronic
Engineering from the National Chiao Tong University of Taiwan. His research and teaching
interests include supply chain management, quality management and business process
reengineering. He has published his research in many academic journals. Save as disclosed,
in the three years preceding the Latest Practicable Date, Prof. Lee did not hold any
directorship in other listed public companies or any other major appointments.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
– 17 –
Prof. Lee has been appointed as an independent non-executive Director by the
Company for a fixed term of two years commencing from 25 November 2006, subject to
retirement by rotation and re-election at annual general meetings of the Company pursuant
to the Articles. Prof. Lee is entitled to a director’s fee of HK$240,000 per annum. Save for
director’s fees and the Pre-IPO Share Options granted to him, he is not expected to receive
any other remuneration for holding his office as an independent non-executive Director.
Prof. Lee’s annual emolument as independent non-executive Director for the year ending
31 December 2007 will be determined by the Remuneration Committee of the Board with
reference to his duties, responsibilities with the Company and prevailing market conditions.
As at the Latest Practicable Date, Prof. Lee was interested in 68,000 Shares within
the meaning of Part XV of the SFO which are the Shares which may be allotted and issued
to him upon exercise of the share option. Save as disclosed above, Prof. Lee does not have
any relationship with any other Directors, senior management, substantial or controlling
Shareholders (as defined in the Listing Rules) of the Company.
Save as disclosed above, the Company is not aware of any other matters that need
to be brought to the attention of the Shareholders in relation to the Directors and there is
no other information which is discloseable pursuant to any of the requirements set out in
Rule 13.51(2) of the Listing Rules.
NOTICE OF ANNUAL GENERAL MEETING
– 18 –
EMBRY HOLDINGS LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock code: 1388)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting of Embry Holdings
Limited (“Company”) will be held at Tianshan and Lushan Rooms, Level 5, Island
Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong at 10:00 a.m.
on Wednesday, 6 June 2007 to consider and, if thought fit, transact the following ordinary
businesses:
1. to receive and approve the audited consolidated financial statements and the
reports of the directors (the “Directors”) of the Company and the auditors of
the Company for the year ended 31 December 2006;
2. to approve the declaration of a final dividend for the year ended 31 December
2006;
3. to re-elect the Directors and to authorise the board (the “Board”) of Directors
to fix their remuneration;
4. to re-appoint the auditors of the Company and to authorise the Board to fix
their remuneration; and
5. to consider and, if thought fit, pass the following resolutions as ordinary
resolutions:
ORDINARY RESOLUTIONS
(A) “THAT:
(a) subject to paragraph (c) below, pursuant to the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited
(“Listing Rules”), the exercise by the Directors during the Relevant
Period (as defined below) of all the powers of the Company to allot,
issue and deal with the unissued shares (“Shares”) in the capital of the
Company and to make or grant offers, agreements and options which
might require the exercise of such powers be and the same is hereby
generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
– 19 –
(b) the approval in paragraph (a) above shall authorise the Directors during
the Relevant Period to make or grant offers, agreements and options
which may require the exercise of such powers after the expiry of the
Relevant Period;
(c) the aggregate nominal amount of share capital allotted and issued or
agreed conditionally or unconditionally to be allotted and issued
(whether pursuant to options or otherwise) by the Directors pursuant to
the approval in paragraph (a) above, otherwise than pursuant to (i) a
Rights Issue (as defined below); or (ii) the exercise of options granted
under any pre-IPO share option scheme or share option scheme or similar
arrangement adopted from time to time by the Company; or (iii) any
scrip dividend or similar arrangements providing for the allotment and
issue of Shares in lieu of the whole or part of a dividend on Shares in
accordance with the articles of association of the Company in force from
time to time; or (iv) any issue of Shares upon the exercise of rights of
subscription or conversion under the terms of any warrants of the
Company or any securities which are convertible into Shares shall not
exceed the aggregate of:
(aa) 20 per cent. of the aggregate nominal amount of the share capital
of the Company in issue on the date of the passing of this
resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution
of the shareholders of the Company) the aggregate nominal amount
of any share capital of the Company purchased 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 on the date of the passing
of this resolution),
and the authority pursuant to paragraph (a) of this resolution shall be
limited accordingly; and
NOTICE OF ANNUAL GENERAL MEETING
– 20 –
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this
resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general
meeting of the Company is required by the articles of association
of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as
consolidated and revised) of the Cayman Islands (“Companies
Law”) or any other applicable law of the Cayman Islands to be
held; or
(iii) the passing of an ordinary resolution by the shareholders of the
Company in general meeting revoking or varying the authority
given to the Directors by this resolution;
“Rights Issue” means an offer of Shares, or offer or issue of warrants,
options or other securities giving rights to subscribe for Shares open for
a period fixed by the Directors to shareholders of the Company whose
names appear on the Company’s register of members on a fixed record
date in proportion to their then holdings of Shares (subject to such
exclusion or other arrangements as the Directors may deem necessary
or expedient in relation to fractional entitlements or having regard to
any restrictions or obligations under the laws of, or the requirements of,
any recognised regulatory body or any stock exchange in, or in any
territory outside Hong Kong, or the expense or delay that may be
incurred in the determination of any such restrictions or obligations).”
(B) “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the
Relevant Period (as defined below) of all powers of the Company to
purchase Shares on The Stock Exchange of Hong Kong Limited (“Stock
Exchange”), or any other stock exchange on which the securities of the
Company may be listed and recognised by the Securities and Futures
Commission of Hong Kong (“SFC”) and the Stock Exchange for this
purpose, and otherwise in accordance with the rules and regulations of
the SFC, the Stock Exchange, the Companies Law and all other applicable
laws in this regard, be and the same is hereby generally and
unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
– 21 –
(b) the aggregate nominal amount of Shares which may be purchased or
agreed to be purchased by the Company pursuant to the authority
granted pursuant to paragraph (a) above during the Relevant Period
shall not exceed 10 per cent. of the aggregate nominal amount of the
share capital of the Company in issue as at the date of the passing of
this resolution and the authority pursuant to paragraph (a) of this
resolution shall be limited accordingly;
(c) for the purposes of this resolution, “Relevant Period” means the period
from the date of the passing of this resolution until whichever is the
earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general
meeting of the Company is required by the articles of association
of the Company, the Companies Law or any other applicable law
of the Cayman Islands to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the
Company in general meeting revoking or varying the authority
given to the Directors by this resolution;
(C) “THAT conditional on the passing of resolutions numbered 5(A) and 5(B)
above, the general mandate granted to the Directors pursuant to paragraph
(a) of resolution numbered 5(A) above be and is hereby extended by the
addition to the aggregate nominal amount of the Shares which may be allotted,
issued or dealt with by the Directors pursuant to or in accordance with such
mandate of an amount representing the aggregate nominal amount of the
shares in the capital of the Company purchased by the Company pursuant to
or in accordance with the authority granted under paragraph (a) of resolution
numbered 5(B) above.”
By order of the board of directors of
Embry Holdings Limited
Tai Yuen Yu
Company Secretary
Hong Kong, 27 April 2007
Principal place of business in Hong Kong:
7th Floor
Wyler Centre II
200 Tai Lin Pai Road
Kwai Chung
Hong Kong
NOTICE OF ANNUAL GENERAL MEETING
– 22 –
Notes:
1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint
one or more than one proxy to attend and, subject to the provisions of the articles of association of the
Company, vote in his/her stead. A proxy need not be a member of the Company.
2. A form of proxy for use at the meeting is enclosed. In order to be valid, the form of proxy must be duly
completed and signed in accordance with the instructions printed thereon and deposited together with
a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of
that power or authority, at the office of the Company’s Hong Kong branch registrar, Tricor Investor
Services Limited (“Branch Registrar”) at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai,
Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.
3. In relation to the proposed resolution numbered 2 above, the register of members of the Company will
be closed from Monday, 4 June 2007 to Wednesday, 6 June 2007 (both dates inclusive) during which
period no transfer of shares (“Shares”) of the Company will be registered. In order to qualify for the
final dividend, all transfers of Shares accompanied by the relevant share certificates must be lodged
with the Branch Registrar by no later than 4:30 p.m. on Friday, 1 June 2007.
4. In relation to the proposed resolution numbered 5(B) above, the Directors wish to state that they will
exercise the powers conferred thereby to repurchase the securities of the Company in circumstances
which they deem appropriate for the benefit of the shareholders of the Company. An explanatory
statement containing the information necessary to enable the shareholders of the Company to make an
informed decision to vote on the proposed resolution as required by the Listing Rules is set out in
appendix I to the circular despatched to the shareholders of the Company on the date hereof.
As at the date hereof, the board of Directors comprises the following members:
Executive Directors Mr. Cheng Man Tai
Ms. Cheng Pik Ho Liza
Madam Ngok Ming Chu
Mr. Hung Hin Kit
Independent non-executive Directors Mr. Lau Siu Ki (alias, Kevin Lau)
Mr. Lee Kwan Hung
Prof. Lee T.S. (alias, Lee Tien-sheng)
