no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered
dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Hantec Investment Holdings Limited, you should at once
hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank,
stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser
or transferee.
HANTEC INVESTMENT HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 111)
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Hantec Investment Holdings Limited to be held at 45th
Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Friday, 1 June 2007 at 11:00 a.m., is set
out on pages 14 to 17 of this circular.
A form of proxy for the 2007 annual general meeting is enclosed with this circular. Whether or not
Shareholders intend to attend the said meeting, they 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 appointed for holding the meeting or any adjournment thereof. Completion
and return of the form of proxy will not preclude you from attending and voting in person at the meeting or
any adjournment thereof should you so wish.
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
30 April 2007
Page
Responsibility Statement .............................................................. ii
Definitions ........................................................................... 1
Letter from the Board
1. Introduction ................................................................ 3
2. ProposedRe-electionofDirectors .............................................. 4
3. GeneralMandatetoIssueShares .............................................. 4
4. GeneralMandatetoRepurchaseShares ......................................... 5
5. RefreshmentofSchemeMandateLimit ......................................... 5
6. Recommendation ............................................................ 6
7. RighttoDemandaPoll ...................................................... 6
Appendix I — Biographies of the Directors ......................................... 8
Appendix II — Explanatory Statement .............................................. 11
Notice of Annual General Meeting ................................................
| 14 |
| CONTENTS |
| —i— |
This circular includes particulars given in compliance with the Rules Governing the Listing of
Securities on The Directors collectively and individually accept full responsibility for the
accuracy of the information contained in this document and confirm, having made all reasonable
enquiries, that to the best of their knowledge and belief there are no other facts the omission of which
would make any statement herein misleading.
RESPONSIBILITY STATEMENT
—ii—
In this circular, unless the context otherwise requires, the following expressions shall have the
following meanings:
‘‘AGM’’ the annual general meeting of the Company to be held at 45th Floor, COSCO
Tower, 183 Queen’s Road Central, Hong Kong on 1 June 2007 at 11:00
a.m.;
‘‘Board’’ the board of Directors or a duly authorised committee thereof for the time
being;
‘‘Bye-laws’’ the bye-laws of the Company (as may be amended from time to time);
‘‘Company’’ Hantec Investment Holdings Limited, a company incorporated in Bermuda
with limited liability, the Shares of which are listed on the Stock Exchange;
‘‘Director(s)’’ the director(s) of the Company;
‘‘Group’’ the Company and its subsidiaries;
‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of
China;
‘‘Issue Mandate’’ a general and unconditional mandate proposed to be granted to the Directors
to exercise the power of the Company to allot and issue Shares during the
period as set out in Ordinary Resolution No. 5A up to 20% of the issued
share capital of the Company as at the date of passing of the Ordinary
Resolution no. 5A;
‘‘Latest Practicable Date’’ 23 April 2007, being the latest practicable date prior to the printing of this
circular for the purpose of ascertaining certain information contained herein;
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;
‘‘Notice of AGM’’ the notice convening the AGM set out on pages 14 to 17 of this circular;
‘‘Option(s)’’ options granted under the Share Option Scheme;
‘‘Ordinary Resolution(s)’’ the proposedordinaryresolution(s)asreferredtointheNoticeofAGM;
‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted to the Directors
to exercise the power of the Company to repurchase Shares during the period
as set out in Ordinary Resolution no. 5B up to 10% of the issued share
capital of the Company as at the date of passing of the Ordinary Resolution
no. 5B;
‘‘SFO’’ the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong);
‘‘Scheme Mandate Limit’’ limit imposed under the Share Option Scheme on the maximum number of
Shares which may be issued upon exercise of all options which may be
granted under the Share Option Scheme and any other share option schemes
of the Company, being 10% of the Shares in issue as at the date of approval
of the Share Option Scheme;
DEFINITIONS
—1—
‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company;
‘‘Shareholder(s)’’ holder(s) of Share(s);
‘‘Share Option Scheme’’ the existing share option scheme of the Company which was adopted and
approved by the Company on 29 May 2006;
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;
‘‘Takeovers Code’’ The Hong Kong Code on Takeovers and Mergers;
‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong; and
‘‘&#%8217;’ per cent.
DEFINITIONS
—2—
HANTEC INVESTMENT HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 111)
Executive Directors:
Mr.TangYuLap
Mr. Chung Shui Ming, Timpson
Mr. Lam Ngok Fung
Ms.NgChiuMui
Mr. Law Kai Yee
Ms. Hwang Wei Ming, Ellen
Mr. Lau Mun Chung
Non-Executive Director:
Mr. Fong Wo, Felix
Independent Non-Executive Directors:
Mr. Yu Man Woon
Mr. Cheng Wing Chi
Professor Nyaw Mee Kau
Mr.YuHonTo,David
Registered Office:
Clarendon House
2ChurchStreet
Hamilton, HM11
Bermuda
Head Office and Principal Place
of business in Hong Kong:
45th Floor
COSCO Tower
183 Queen’s Road Central
Hong Kong
30 April 2007
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you information on matters to be dealt with at the AGM of the
Company to be held on 1 June 2007. They are: (i) re-election of Directors, (ii) grant of Issue Mandate, (iii)
grant of Repurchase Mandate, and (iv) refreshment of Scheme Mandate Limit.
LETTER FROM THE BOARD
—3—
This circular contains the explanatory statement required to be given to the Shareholders in
compliance with the Listing Rules and to give all the information reasonably necessary to enable the
Shareholders to make an informed decision on whether to vote for or against the resolutions in the AGM.
PROPOSED RE-ELECTION OF DIRECTORS
According to Bye-laws 87(1) and 87(2), at each annual general meeting of the Company, one-third of
the Directors for the time being or, if their number is not three or a multiple of three, then the number
nearest to but not greater than one-third, shall retire from office by rotation, including those appointed for a
specific term or holding office as chairman of the Board or managing Director. A retiring Director shall be
eligible for re-election. The Directors to retire by rotation shall include any Director who wishes to retire
and not to offer himself for re-election. Any further Directors so to retire shall be those of the other
Directors subject to retirement by rotation who have been longest in office since their last re-election or
appointment and so that as between persons who became or were last re-elected Directors on the same day
those to retire shall (unless they otherwise agree among themselves) be determined by lot.
Bye-law 87(2) provides that any Director appointed pursuant to Bye-law 86(2) shall not be taken into
account in determining which particular Directors or the number of Directors who are to retire by rotation.
Accordingly, Mr. Yu Hon To, David being independent non-executive Director, Ms. Hwang Wei Ming,
Ellen and Mr. Lau Mun Chung being executive Directors appointedbytheBoardpursuanttoBye-law86(2),
shall not be taken into account in determining which particular Directors or the number of Directors who are
to retire by rotation. They shall hold office until the AGM and, being eligible, offer themselves for re-
election pursuant to Bye-law 86(2).
Mr. Chung Shui Ming, Timpson had tendered his resignation as deputy chairman, managing Director
and executive Director with effect from 1 June 2007 and he will not be a Director as at the date of the AGM.
Two of the remaining eight Directors (being Mr. Tang Yu Lap, Mr. Lam Ngok Fung, Ms. Ng Chiu
Mui, Mr. Law Kai Yee, Mr. Fong Wo, Felix, Mr. Yu Man Woon, Mr. Cheng Wing Chi and Professor Nyaw
Mee Kau) subject to retirement by rotation are Directors who have been longest in office since their last re-
election,beingMr.YuManWoonandMr.ChengWingChi. They will retire at the conclusion of the AGM
and, being eligible, offer themselves for re-election.
Biographies, as at the Latest Practicable Date, of the Directors proposed to be re-elected at the AGM
are set out in Appendix I to this circular.
GENERAL MANDATE TO ISSUE SHARES
At the AGM, an ordinary resolution will be proposed that the Directors be given a general and
unconditional mandate to allot and issue further Shares representing up to 20% of the aggregate nominal
amount of the share capital of the Company in issue at the date of passing the resolution. As at the Latest
Practicable Date, the total issued share capital of the Company was HK$41,413,000. The number of Shares
issuable pursuant to the Issue Mandate on the date of passing the resolution will be 82,826,000 representing
20% of the Company’s issued capital as at the date of the AGM, on the basis that no further Shares are
issued or repurchased between the Latest Practicable Date and the AGM. In addition, if the resolution for
the granting of the Repurchase Mandate is passed, a resolution will be proposed to authorise the Directors to
allot and issue Shares up to an amount equal to the aggregate nominal amount of the Shares purchased under
the Repurchase Mandate.
LETTER FROM THE BOARD
—4—
GENERAL MANDATE TO REPURCHASE SHARES
At the AGM, an ordinary resolution will also be proposed that the Directors be given a general and
unconditional mandate to exercise all powers of the Company to repurchase Shares, subject to the criteria
set out in this circular. Under the Repurchase Mandate, the maximum number of Shares that the Company
may repurchase shall not exceed such number as represents 10% of the share capital of the Company in
issue on the date of the passing of the resolution. The Company’s authority is restricted to purchases made
on the Stock Exchange and otherwise in accordance with the Listing Rules.
An explanatory statement is set out in Appendix II to this circular.
REFRESHMENT OF SCHEME MANDATE LIMIT
The Board also proposes to seek the approval of the Shareholders to refresh 10% scheme mandate
limit of the Share Option Scheme. Under the current limit of the Share Option Scheme, the maximum
number of Shares which may be issued upon exercise of all options granted are 39,113,000 Shares,
representing 10% of the issued share capital of the Company as at the date of the annual general meeting of
the Company held on 29 May 2006 at which the Share Option Scheme was adopted. Since the adoption of
the Share Option Scheme on 29 May 2006 and up to the Latest Practicable Date, the Company has granted
options relating to 19,990,000 Shares in which options relating to 600,000 Shares were not accepted by the
grantees and thereby lapsed accordingly. The Options can be exercised starting from 1 May 2007.
As at the Latest Practicable Date, there were 414,130,000 Shares in issue and the outstanding Options
yet to be exercised were 19,390,000 Shares. Details of the Options granted and outstanding as at the Latest
Practicable Date are as follows:
Date of Options
granted
Number of
Options
granted
Exercise
Price per
share Exercisable Period
Outstanding
Options
Directors
Mr. Chung Shui Ming,
Timpson
13 November 2006 3,500,000 HK$0.880 01/05/2007–30/04/2014 3,500,000
Mr. Lam Ngok Fung 13 November 2006 2,100,000 HK$0.880 01/05/2007–30/04/2014 2,100,000
Ms. Ng Chiu Mui 13 November 2006 390,000 HK$0.880 01/05/2007–30/04/2014 390,000
Mr. Law Kai Yee 13 November 2006 2,100,000 HK$0.880 01/05/2007–30/04/2014 2,100,000
Ms. Hwang Wei Ming, Ellen 13 November 2006 1,400,000 HK$0.880 01/05/2007–30/04/2014 1,400,000
Mr. Lau Mun Chung 13 November 2006 1,400,000 HK$0.880 01/05/2007–30/04/2014 1,400,000
Employees
20 employees (Note) 13 November 2006 9,100,000 HK$0.880 01/05/2007–30/04/2014 8,500,000
Note: Three of the employees have been granted with 1,400,000 Options each (which were the highest number of Options
granted to the employees as at the Latest Practicable Date).
In order to provide the Company with greater flexibility in granting share options to eligible persons
(including employees and directors) of the Company under the Share Option Scheme as incentives or
rewards for their contribution to the Company, the Board decided to seek the approval from the
Shareholders at the AGM to refresh the Scheme Mandate Limit. The Directors consider that such
refreshment of the Scheme Mandate Limit is in the interest of the Company and the Shareholders as a
whole.
LETTER FROM THE BOARD
—5—
Based on the 414,130,000 Shares in issue as at the Latest Practicable Date and assuming that no
further Shares are repurchased and issued and no share options are being granted prior to the AGM, upon the
approval of the refreshment of the Scheme Mandate Limit, the Directors will be authorised to grant Options
up to 41,413,000 Shares, representing 10% of the total number of Shares in issue as at the Latest Practicable
Date. Options granted under the Share Option Scheme and/or any other share option scheme(s) of the
Company (including those outstanding, cancelled, lapsed in accordance with the schemes or exercised
options) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.
No outstanding share options of the Company will lapse as a result of the refreshment of the Scheme
Mandate Limit and the aggregate number of Shares which may be issued upon the exercise of all
outstanding share options granted and yet to be exercised under the Share Option Scheme and any other
share option schemes of the Company has not exceeded 30% of the Shares in issue as at the Latest
Practicable Date. Save for the Share Option Scheme, the Company has no other share option schemes as at
the Latest Practicable Date.
The refreshment of the Scheme Mandate Limit is conditional upon:
(i) the passing of an ordinary resolution at the AGM to approve the refreshment of the Scheme
Mandate Limit by the Shareholders; and
(ii) the Listing Committee of the Stock Exchange granted the listing of, and permission to deal in,
the new Shares to be issued pursuant to the exercise of any options granted under the refreshed
Scheme Mandate Limit.
Application will be made to the Stock Exchange for the listing of and permission to deal in any Shares
which may fall to be issued upon the exercise of any share options that may be granted under the refreshed
Scheme Mandate Limit.
RECOMMENDATION
The Directors consider that the re-election of the Directors, the granting of the Issue Mandate and the
Repurchase Mandate, and the refreshment of the Scheme Mandate Limit are in the interest of the Company
and the Shareholders as a whole and so recommend you to vote in favour of all the relevant resolutions to be
proposed at the AGM.
RIGHT TO DEMAND A POLL
Bye-law 66 and Bye-law 67 set out the procedure by which Shareholders may demand a poll.
Bye-law 66 provides that a resolution put to the vote of a meeting shall be decided on a show of hands
unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other
demand for a poll) a poll is demanded:
(a) by the chairman of such meeting; or
(b) by at least three 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
(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
LETTER FROM THE BOARD
—6—
(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; and
(e) by a person who is required under the Listing Rules to demand a poll.
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 a member.
Bye-law 67 provides that unless a poll is duly demanded and the demand is not withdrawn, a
declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular
majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book
of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the
votes recorded for or against the resolution.
Yours faithfully,
For and on behalf of the Board
Tang Yu Lap
Chairman
LETTER FROM THE BOARD
—7—
This appendix sets out the brief biography of each of the Directors proposed to be re-elected at the
AGM.
Mr. Yu Hon To, David, aged 59, was appointed as independent non-executive director of the
Company on 27 July 2006. Mr. Yu is a fellow of The Institute of Chartered Accountants in England and
Wales and a member of the Hong Kong Institute of Certified Public Accountants. He was formerly a partner
of an international accounting firm with extensive experience in corporate finance. Mr. Yu is a founder and
a director of Management Capital Limited, which specializes in direct investment and financial advisory
activities. In addition, he is currently an independent non-executive director of seven other listed public
companies in Hong Kong, namely BALtrans Holdings Limited, Great China Holdings Limited, Ming Pao
Enterprise Corporation Limited, Playmates Holdings Limited, Shun Cheong Holdings Limited, One Media
Group Limited and TeleEye Holdings Limited. Formerly, Mr. Yu was an independent non-executive
director of Guangzhou Shipyard International Limited, Shimao China Holdings Limited (now known as
Shimao International Holdings Limited), and Zindart Limited which is listed on NASDAQ. Save as
disclosed above, Mr. Yu has not held any directorship in other listed public companies in the last three
years.
As at the Latest Practicable Date, Mr. Yu did not have any interests in the Shares within the meaning
of Part XV of the SFO and he does not have any relationship with any other Directors, senior management,
substantial or controlling shareholders of the Company. He does not have any service contract with the
Company. His proposed length of service with the Company will be two years commencing on the date of
the AGM and is subject to rotation and re-election in accordance with the Bye-laws. He will be entitled to a
director’s fee of HK$220,000 per annum with effect from 1 May 2007, which was determined with
reference to his responsibilities, experience and market benchmarks.
Save as disclosed above, there is no other information needed to be disclosed pursuant to the
requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the
attention of the Shareholders.
Ms. Hwang Wei Ming, Ellen, aged 57, was appointed as an executive director of the Company on 3
March 2007. Ms. Hwang is currently a director of certain subsidiaries of the Company and an associated
company of the Company in Taiwan, namely (Beijing Hang King Business
Consulting Company Limited), (Beijing Hantec Investment Consultant
Limited) and (Cosmos Foreign Exchange International Company Limited)
(‘‘Cosmos’’) respectively. Ms. Hwang is currently a deputy general manger of the Group responsible for
overseeing the human resources and administration department.
Ms. Hwang graduated from Taiwan Chengchi University with a degree of Bachelor of Commerce
(major in Banking), and obtained her Master’s degree in Business Administration from Dalhousie
University in Canada. Ms. Hwang joined the Group on 8 May 2006. Prior to the appointment, Ms. Hwang
was the general manager of the Hong Kong Branch of Union Bank of California with overall responsibility
for the bank’s operations and strategic business development in Hong Kong, China and Macau. She has
received solid credit and marketing training and has a total of 21 years banking experience with a number of
major U.S. international banks.
Ms. Hwang has not held any directorship in other listed public companies during the last three years.
As at the Latest Practicable Date, Ms. Hwang was interested in 500,000 Shares of the Company and an
option to subscribe for 1,400,000 Shares of the Company under the Share Option Scheme. Save as disclosed,
Ms. Hwang does not have any other interests in the Shares within the meaning of Part XV of the SFO. Ms.
APPENDIX I BIOGRAPHIES OF THE DIRECTORS
—8—
Hwang does not have any relationship with any other Directors, senior management, substantial or
controlling shareholders of the Company. Ms. Hwang has entered into a service contract with the Company
commencing on 3 March 2007 for a term of three years but she will be subject to retirement by rotation and
re-election in accordance with the Bye-laws and the service contract is determinable by three months
written notice to be served by either party. Ms. Hwang is entitled to a fixed monthly salary of HK$91,000
which was determined with reference to her professional qualifications, experience and responsibilities. She
is eligible for a discretionary bonus to be decided by the Board with reference to the operating results of the
Group and the performance of Ms. Hwang in the relevant financial year. In addition, she receives director’s
allowance from Cosmos for attending its board meeting and an annual discretionary bonus as decided by the
board of directors of Cosmos with regard to the performance of Cosmos.
Save as disclosed above, there is no other information needed to be disclosed pursuant to the
requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the
attention of the Shareholders.
Mr. Lau Mun Chung, aged 42, was appointed as an executive director of the Company on 3 March
2007. He is also a director of certain subsidiaries of the Company and an associated company of the
Company in Taiwan, namely Hantec Business Consultant Limited, Hantec Financial Services Limited and
Cosmos. Mr. Lau is currently the Financial Controller, Qualified Accountant and Company Secretary of the
Group responsible for accounting, operational control, settlement, company secretarial and all finance
related matters of the Group.
Mr. Lau graduated from the University of Hong Kong with a degree of Bachelor of Social Science.
Mr. Lau is a fellow member of the Association of Chartered Certified Accountants, an associate member of
the Hong Kong Institute of Certified Public Accountants and a graduate of The Hong Kong Institute of
Chartered Secretaries. Prior to joining the Group in 1999, Mr. Lau had already gained extensive experience
in accounting, finance and taxation.
Mr. Lau has not held any directorship in other listed public companies during the last three years.
As at the Latest Practicable Date, Mr. Lau was interested in 648,000 Shares of the Company and an
option to subscribe for 1,400,000 Shares of the Company under the existing Share Option Scheme. Save as
disclosed, Mr. Lau does not have any other interests in the Shares within the meaning of Part XV of the
SFO. Mr. Lau does not have any relationship with any other Directors, senior management, substantial or
controlling shareholders of the Company. Mr. Lau has entered into a service contract with the Company
commencing on 3 March 2007 for a term of three years but he will be subject to retirement by rotation and
re-election in accordance with the Bye-laws and the service contract is determinable by three months
written notice to be served by either party. Mr. Lau is entitled to a fixed monthly salary of HK$75,000
which was determined with reference to his professional qualifications, experience and responsibilities and
a discretionary bonus to be decided by the Board with reference to the operating results of the Group and the
performance of Mr. Lau in the relevant financial year. In addition, he receives director’s allowance from
Cosmos for attending its board meeting and an annual discretionary bonus as decidedbytheboardof
directors of Cosmos with regard to the performance of Cosmos.
Save as disclosed above, there is no other information needed to be disclosed pursuant to the
requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the
attention of the Shareholders.
Mr. Yu Man Woon, aged 56, was appointed as independent non-executive director of the Company
on 20 May 2000. Mr. Yu is currently the assistant general manager of a local bank. Mr. Yu is also an
independent non-executive director of Advanced Card Systems Holdings Limited. Save as disclosed above,
APPENDIX I BIOGRAPHIES OF THE DIRECTORS
—9—
Mr. Yu has not held any directorship in other listed public companies in the last three years. Mr. Yu
obtained a Master Degree in Business Administration from the University of Minnesota and has nearly 30
years of experience in banking and finance with various international financial institutions.
As at the Latest Practicable Date, Mr. Yu did not have interests in any Shares within the meaning of
Part XV of the SFO and he does not have any relationship with any other Directors, senior management,
substantial or controlling shareholders of the Company. Mr. Yu does not have any service contract with the
Company. His proposed length of service with the Company will be two years commencing on the date of
the AGM and is subject to rotation and re-election in accordance with the Bye-laws. He will be entitled to a
director’s fee of HK$150,000 per annum with effect from 1 May 2007, which was determined with
reference to his experience, responsibilities and market benchmarks. He is not entitled to other emolument
or bonus.
Save as disclosed above, there is no other information needed to be disclosed pursuant to the
requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the
attention of the Shareholders.
Mr. Cheng Wing Chi, aged 55, was appointed as an independent non-executive director of the
Company on 30 September 2004. Mr. Cheng is currently a Honorary Advisor of Chinese Bankers Club,
Hong Kong, member of Board of Governors and Honorary Treasurer of The Hong Kong Marrow Match
Foundation and manager of a local firm of Solicitors and Notaries. Mr. Cheng has over 30 years of
experience in the banking industry and held senior executive position with a bank in Hong Kong before his
retirement.
Mr. Cheng has not held any directorship in other listed public companies during the last three years.
As at the Latest Practicable Date, Mr. Cheng did not have interests in any Shares within the meaning
of Part XV of the SFO and he does not have any relationship with any other Directors, senior management,
substantial or controlling shareholders of the Company. Mr. Cheng does not have any service contract with
the Company. His proposed length of service with the Company will be two years commencing on the date
of the AGM and is subject to rotation and re-election in accordance with the Bye-laws. He will be entitled to
a director’s fee of HK$130,000 per annum with effect from 1 May 2007, which was determined with
reference to his experience, responsibilities and market benchmarks. He is not entitled to other emolument
or bonus.
Save as disclosed above, there is no other information needed to be disclosed pursuant to the
requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the
attention of the Shareholders.
APPENDIX I BIOGRAPHIES OF THE DIRECTORS
—10—
This appendix serves as an explanatory statement required under Rule 10.06(1)(b) of the Listing Rules
to provide you with the information necessary for your consideration of the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, there were in issue an aggregate of 414,130,000 ordinary shares of
HK$0.10 each in the Company.
Exercise in full of the Repurchase Mandate, on the basis that no further Shares of the Company are
issued or repurchased prior to the date of the AGM, would result in up to 41,413,000 Shares being
repurchased by the Company. The Repurchase Mandate allows the Company to make or agree to make
purchases only during the period ending on the earliest of the date of the next annual general meeting, the
date by which the next annual general meeting of the CompanyisrequiredtobeheldbylaworbytheBye-
laws or the date upon which such authority is revokedorvariedbyanordinaryresolutionofthe
Shareholders in a general meeting of the Company.
2. REASON FOR REPURCHASE SHARES
The Directors consider that the Repurchase Mandate will provide the Company the flexibility to make
such repurchase as and when appropriate and is beneficial to the Company. Such repurchases may enhance
the Company’s net asset value and/or earnings per Share. The Directors would only make such purchases in
circumstances whereby they consider them to be in the best interests of the Company.
3. FUNDING OF REPURCHASES
Repurchase of the Shares of the Company will be funded entirely from the Company’s available cash
flow or working capital facilities, and will, in any event, be made out of funds legally available for the
repurchase in accordance with the Bye-laws and the applicable laws of Bermuda. Under the laws of
Bermuda, the repurchased Shares will be cancelled and the company’s issued share capital will be reduced
by the nominal value of those repurchased shares accordingly. However, the aggregate amount of the
company’s authorised share capital will not be reduced.
As compared with the financial position of the Company at 31 December, 2006 (being the date to
which the latest audited financial statements of the Company have been made up), the Directors consider
that there would not be material adverse impact on the working capital and on the gearing position of the
Company in the event that the Repurchase Mandate were exercised in full. No repurchase would be made in
circumstances that would have a material adverse impact on the working capital or gearing ratio of the
Company.
APPENDIX II EXPLANATORY STATEMENT
—11—
4. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the
twelve months up to the Latest Practicable Date were as follows:
PER SHARE
Month Highest Lowest
HK$ HK$
2006
April 0.72 0.63
May 0.70 0.62
June 0.70 0.61
July 0.70 0.65
August 0.72 0.65
September 0.78 0.65
October 0.85 0.71
November 0.90 0.79
December 0.88 0.40
2007
January 0.78 0.70
February 0.89 0.68
March 0.87 0.60
April (up to the Latest Practicable Date) 0.90 0.65
5. UNDERTAKING OF THE DIRECTORS
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, all applicable laws of
Bermuda, and in accordance with the regulations set out in the memorandum of association and Bye-laws.
6. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS
None of the Directors nor, to the best of the knowledge and belief of the Directors having made all
reasonable enquiries, any associates of any of the Directors has any present intention, in the event that the
Repurchase Mandate 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 of the
Shares held by him/her to the Company in the event that the Company is authorised to make purchases of
Shares. In accordance with the Listing Rules, the Company shall not knowingly purchase Shares from a
connected person on the Stock Exchange.
7. EFFECT OF 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.
APPENDIX II EXPLANATORY STATEMENT
—12—
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Hantec
Holdings Limited who held Shares representing approximately 61.9% of the issued share capital of the
Company is the only substantial shareholder holding more than 5% of the issued share capital of the
Company. In the event that the Directors should exercise in full the power to repurchase Shares which is
proposed to be granted pursuant to the resolution, the shareholding of Hantec Holdings Limited together
with its associates in the Company would be increased to approximately 68.8% of the issued share capital of
the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26
of the Takeovers Code. In the event that the Repurchase Mandate is implemented in full, the number of
Shares held by the public would not fall below 25%.
8. SHARE REPURCHASE MADE BY THE COMPANY
In the six months preceding the Latest Practicable Date, no Shares have been repurchased by the
Company (whether on the Stock Exchange or otherwise).
APPENDIX II EXPLANATORY STATEMENT
—13—
HANTEC INVESTMENT HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 111)
NOTICE IS HEREBY GIVEN that the Annual General Meeting (‘‘AGM’’) of Hantec Investment
Holdings Limited (the ‘‘Company’’) will be held at 45th Floor, COSCO Tower, 183 Queen’s Road Central,
Hong Kong on 1 June 2007 at 11:00 a.m. for the following purposes:
1. To receive, consider and adopt the audited Financial Statements and the Reports of the Directors
and Auditors for the year ended 31 December 2006.
2. To approve a final dividend for the year ended 31 December 2006.
3. (a) Mr. Yu Hon To, David be re-elected as an independent non-executive director of the
Company and the board of directors of the Company be authorised to fix his remuneration;
(b) Ms. Hwang Wei Ming, Ellen be re-elected as an executive director of the Company and the
board of directors of the Company be authorised to fix her remuneration;
(c) Mr.LauMunChungbere-electedasanexecutive director of the Company and the board
of directors of the Company be authorised to fix his remuneration;
(d) Mr. Yu Man Woon be re-elected as an independent non-executive director of the Company
and the board of directors of the Company be authorised to fix his remuneration; and
(e) Mr. Cheng Wing Chi be re-elected as an independent non-executive director of the
Company and the board of directors of the Company be authorised to fix his remuneration.
4. To re-appoint KPMG as auditors and to authorise the board of directors to fix their remuneration.
5. As special business, to consider and, if thought fit, pass the following resolutions:
AS ORDINARY RESOLUTIONS
A. ‘‘THAT:
(a) subject to paragraph (c) of this resolution and without prejudice to resolution 5C set
out in the notice of this meeting, the exercise by the directors of the Company during
the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers
of the Company to allot, issue and deal with additional shares in the capital of the
Company and to make or grant offers, agreements and options and issue other
securities convertible into shares which might require the exercise of such power be
and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
—14—
(b) the approval in paragraph (a) of this resolution shall authorise the directors of the
Company during the Relevant Period to make or grant offers, agreements and options
and issue other securities convertible into shares which might require the exercise of
such power after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or
unconditionally to be allotted (whether pursuant to an option or otherwise) by the
directors of the Company pursuant to the approval in paragraph (a) of this resolution,
otherwise than pursuant to (i) a Right Issue or (ii) an issue of shares under any option
scheme or similar arrangement for the time being adopted for the grant or issue to
employees of the Company and/or any of its subsidiaries of shares or rights to
acquire shares of the Company, shall not exceed 20 per cent. of the aggregate
nominal amount of the share capital of the Company in issue at the date of passing of
this resolution and the said approval shall be limited accordingly; and
(d) for the purposes 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; or
(ii) the expiration of the period within which the next annual general meeting of the
Company is required by the bye-laws of the Company or any applicable law of
Bermudatobeheld;and
(iii) the date on which the authority set out in this resolution is revoked or varied by
wayofordinaryresolutionoftheCompanyingeneralmeeting.
‘‘Right Issue’’ means an offer of shares open for a period fixed by the directors of the
Company to holders of shares on the register on a fixed record date in proportion to
their then holdings of such shares (subject to such exclusions or other arrangements
as the directors of the Company may deem necessary or expedient in relation to
fractional entitlements or having regard to any restrictions or obligations under the
laws of, or the requirement of any recognised regulatory body or any stock exchange
in any territory outside Hong Kong).’’
B. ‘‘THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the directors of the
Company during the Relevant Period of all powers of the Company to repurchase
issued shares in the capital of the Company, subject to and in accordance with
applicable laws, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company to be repurchased or agreed
conditionally or unconditionally to be repurchased by the Company pursuant to the
approval in paragraph (a) of this resolution during the Relevant Period shall not
exceed 10 per cent. of the aggregate nominal amount of the share capital of the
Company in issue at the date of the passing of this resolution and the said approval
shall be limited accordingly; and
NOTICE OF ANNUAL GENERAL MEETING
—15—
(c) for the purposes 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 expiration of the period within which the next annual general meeting of the
Company is required by the bye-laws of the Company or any applicable law of
Bermudatobeheld;and
(iii) the revocation or variation of this resolution by an ordinary resolution of the
shareholders of the Company in general meeting.’’
C. ‘‘THAT conditional upon the passing of the above Ordinary Resolutions No. 5A and 5B,
the aggregate nominal amount of share capital of the Company repurchased by the
Company under the authority granted to the directors as mentioned in the aforementioned
resolution 5B shall be added to the aggregate nominal amount of share capital that may be
allotted or agreed conditionally or unconditionally to be allotted by the directors of the
Company pursuant to resolution 5A set out in the notice of this meeting of which this
resolution forms part.’’
D. ‘‘THAT subject to and conditional upon the Listing Committee of The Stock Exchange of
Hong Kong Limited granting approval of the listing of, and permission to deal in, any
ordinary shares in the capital of the Company to be issued pursuant to the exercise of
options which may be granted under the Refreshed Limit (as defined below), the existing
scheme mandate limit in respect of the granting of options under the share option scheme
adopted by the Company on 29 May 2006 (the ‘‘Share Option Scheme’’) be refreshed and
renewed provided that the total number of Shares which may be allotted and issued
pursuant to the grant or exercise of the options under the Share Option Scheme (excluding
options previously granted, outstanding, cancelled, lapsed or exercised under the Share
Option Scheme) shall not exceed 10 per cent. of the shares of the Company in issue as at
the date of passing this resolution (the ‘‘Refreshed Limit’’) and that the directors of the
Company be and are hereby authorised to grant options under the Share Option Scheme up
to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and
deal with shares of the Company pursuant to the exercise of such options.’’
By order of the Board
Lau Mun Chung
Executive Director
Hong Kong, 30 April 2007
Notes:
1. A form of proxy for use at the AGM is enclosed herewith.
2. The registers of members will be closed from 29 May 2007 to 1 June 2007, both days inclusive, during
whichperiodnotransferofsharesoftheCompanycanberegistered.Duringsuchperiod,noshare
transfers will be effected. In order to qualify for the proposed final dividend and attending the AGM,
all transfer documents, accompanied by the relevant share certificates, must be lodged with the
NOTICE OF ANNUAL GENERAL MEETING
—16—
Company’s share registrars in Hong Kong, Secretaries Limited, whose share registration public offices
are located at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration no later than
4:00 p.m. on 28 May 2007.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her
attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under
thehandofanyofficer,attorneyorotherpersonauthorisedtosignthesame.
4. A member entitled to attend and vote at the meeting convened by the above notice is entitled to
appoint one or more than one proxies to attend and, in the event of poll, vote in his/her stead. A proxy
need not be a member of the Company. If more than one proxy is so appointed, the appointment shall
specify the number of shares in respect of which each such proxy is so appointed.
5. In order to be valid, the form of proxy must be deposited at the Company’s share registrars in Hong
Kong, Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong 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, not less than 48 hours before the time for holding the meeting or adjourned
meeting.
6. Completion and return of the form of proxy will not preclude members from attending and voting in
person at the meeting convened by the above notice or at any adjourned meeting thereof (as the case
may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
7. Concerning resolution 3 above, the biographical details and interests in the securities of the Company
(ifany)oftheDirectorsproposedtobere-elected at the AGM are provided in this circular.
NOTICE OF ANNUAL GENERAL MEETING
—17—
