If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult
a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Heritage International Holdings Limited, you should at
once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank,
licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the
purchaser or transferee.
A copy of this circular has been registered by the Registrar of Companies in Hong Kong as required by section
342C of the Hong Kong Companies Ordinance. A copy of this circular has also been or will as soon as
reasonably practicable be filed with the Registrar of Companies in Bermuda in accordance with the Companies
Act 1981 of Bermuda. The Registrar of Companies in Hong Kong, the Securities and Futures Commission of
Hong Kong and the Registrar of Companies in Bermuda take no responsibility as to the contents of this
circular.
HERITAGE INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 412)
PROPOSED BONUS ISSUE OF WARRANTS
AND
CAPITAL REORGANISATION
A letter from the board of directors of Heritage International Holdings Limited is set out on pages 5 to 14 of
this circular.
A notice convening a special general meeting of Heritage International Holdings Limited to be held at 30th
Floor, China United Centre, No. 28 Marble Road, North Point, Hong Kong on Wednesday, 19 December 2007
at 9:00 a.m. is set out on pages 24 to 26 of this circular. If you are not able to attend the meeting, you are
strongly advised to complete the accompanying form of proxy in accordance with the instructions printed
thereon and return it to the principal place of business of the Company in Hong Kong at 32nd Floor, China
United Centre, No. 28 Marble Road, North Point, Hong Kong as soon as possible and in any event not later
than 48 hours before the time appointed for holding the meeting or any adjournment thereof or, in the case of a
poll taken subsequently to the date of the meeting or any adjournment thereof, not less than 24 hours before
the time appointed for the taking of the poll. Completion and return of the form of proxy will not preclude you
from attending and voting at the meeting or any adjourned meeting should you so wish.
26 November 2007
For identification purposes onl
CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Appendix – Summary of the terms of the Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Accompanying documents(s) –
– proxy form
1
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following
meanings:
“Board” the board of Directors
“Bonus Warrant Issue” the proposed bonus issue of Warrants, on the basis of one Warrant
for every five (5) Consolidated Shares held, to Shareholders (other
than Non-Qualifying Shareholders, if any) whose names appear
on the register of members of the Company at the close of business
on the Record Date
“Capital Reduction” the reduction of the issued share capital of the Company to the
extent of HK$0.08 on each issued Share
“Capital Reorganisation” the proposed capital reorganisation of the Company comprising
the Capital Reduction, the Subdivision, the Reduction of
Authorised Share Capital and the Share Consolidation, as referred
to in the section headed “Proposed Capital Reorganisation” in
this circular
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC
“Companies Act” the Companies Act 1981 of Bermuda
“Companies Ordinance” the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)
“Company” Heritage International Holdings Limited, an exempted company
incorporated in Bermuda with limited liability, the shares of which
are listed on the main board of the Stock Exchange
“Consolidated Share(s)” new ordinary share(s) of HK$0.10 each in the share capital of the
Company following the Capital Reorganisation
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“HKSCC” Hong Kong Securities Clearing Company Limited
“Latest Practicable Date” 22 November 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
2
DEFINITIONS
“Non-Qualifying Shareholder(s)” Shareholder(s) with registered address(es) (as shown on the register
of members of the Company on the Record Date) which are outside
Hong Kong whom the Board, after making enquiries, considers it
necessary or expedient not to offer the Warrants to, on account
either of legal restrictions under the laws of the relevant place or
the requirements of the relevant regulatory body or stock exchange
in that place
“Record Date” 20 December 2007, being the date for determination of entitlements
to the Bonus Warrant Issue
“Reduction of Authorised the reduction of authorised share capital of the Company from
Share Capital” HK$5,000,000,000.00 to HK$1,000,000,000.00
“Registrar” Computershare Hong Kong Investor Services Limited of Shops
1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East,
Wanchai, Hong Kong
“SGM” the special general meeting of the Company to be convened at
30th Floor, China United Centre, No. 28 Marble Road, North
Point, Hong Kong on Wednesday, 19 December 2007 at 9:00 a.m.
for the purpose of approving the Capital Reorganisation and the
Bonus Warrant Issue
“Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the
Company
“Share Consolidation” the proposed consolidation of shares as referred to in the paragraph
headed “Share Consolidation” in this circular
“Shareholder(s)” shareholder(s) of the Company
“Stock Exchange” 02 par value each
“Warrant(s)” warrant(s) proposed to be issued by the Company entitling the
holders thereof to subscribe for new shares of the Company at an
initial subscription price of HK$0.60 per Consolidated Share
(subject to adjustments)
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
3
EXPECTED TIMETABLE
The expected timetable for the Bonus Warrant Issue is set out below:
Last day of dealings in Shares
cum-entitlements to the Bonus Warrant Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 December 2007
First day of dealings in Shares
ex-entitlements to the Bonus Warrant Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 December 2007
Latest time for lodging transfers of Shares
for entitlements to the Bonus Warrant Issue . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on 14 December 2007
Latest time for lodging proxy form for the SGM . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on 17 December 2007
Closure of register of members of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 December 2007
to 20 December 2007
Date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on 19 December 2007
Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 December 2007
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 December 2007
Consolidated Shares commence trading on the Stock Exchange . . . . . . . 9:30 a.m. on 20 December 2007
Original counter for trading in the
Shares in board lots of 5,000 Shares closes . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on 20 December 2007
Temporary counter for trading in the Consolidated
Shares in board lots of 1,000 Consolidated Shares
(in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . 9:30 a.m. on 20 December 2007
First day of free exchange of share certificates for existing
Shares for new share certificates for Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . 20 December 2007
Despatch of Warrant certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or around 31 December 2007
Commencement of dealings in the Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on 3 January 2008
Original counter for trading in the Consolidated
Shares in board lots of 5,000 Consolidated Shares
(in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on 8 January 2008
Parallel trading in the Consolidated Shares
(in the form of new share certificates and
existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on 8 January 2008
4
EXPECTED TIMETABLE
Designed broker starts to stand in the
market to provide matching services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on 8 January 2008
Temporary counter for trading in the Consolidated
Shares in board lots of 1,000 Consolidated Shares
(in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . 4:00 p.m. on 29 January 2008
Parallel trading in the Consolidated Shares (in the form of new
share certificates and existing share certificates) ends . . . . . . . . . . . . . . . 4:00 p.m. on 29 January 2008
Designated broker ceases to stand in the
market to provide matching services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on 29 January 2008
Last day of free exchange of the share certificates for existing
Shares for new share certificates for Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . 31 January 2008
Notes:
1. All references to time and dates refer to Hong Kong local time and dates.
2. The above timetable may be changed by the Company and where required under the Listing Rules, further announcements
will be made by the Company in respect of such change. Pursuant to paragraph 3(2)(h)(i) of Practice Note 8 to the Listing
Rules, if the expected end of book close period or date of despatch of the Warrant certificates is deferred by issue of
tropical cyclone warning signal number 8 or above or a “black” rainstorm warning on or around such dates, the Company
will issue further announcement.
5
LETTER FROM THE BOARD
HERITAGE INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 412)
Executive Directors: Registered office:
Kwong Kai Sing, Benny Clarendon House
Lo Ki Yan, Karen 2 Church Street
Ong Peter Hamilton HM 11
Poon Chi Wan Bermuda
Chow Chi Wah, Vincent
Principal place of business in
Independent non-executive Directors: Hong Kong:
Chan Sze Hung 32nd Floor, China United Centre
To Shing Chuen No.28 Marble Road
Ha Kee Choy, Eugene North Point
Chung Yuk Lun Hong Kong
Lo Wong Fung
26 November 2007
To the Shareholders
Dear Sir or Madam,
PROPOSED BONUS ISSUE OF WARRANTS
AND
CAPITAL REORGANISATION
A. INTRODUCTION
The Board announced the Bonus Warrant Issue and the Capital Reorganisation on 7 November
2007.
The Bonus Warrant Issue and the Capital Reorganisation are subject to, among other things,
approval by the Shareholders at the SGM. The purpose of this circular is to set out details of the Bonus
Warrant Issue and the Capital Reorganisation and other information on the Group, and to give you notice
of the SGM.
6
LETTER FROM THE BOARD
B. BONUS WARRANT ISSUE
With a view to providing the Shareholders with a further opportunity to participate in the growth
of the Company, the Directors proposed a bonus issue of Warrants to Shareholders, which details are set
out below.
1. Basis of the Bonus Warrant Issue
Subject to the fulfillment of the conditions mentioned below, the proposed Bonus Warrant Issue
will be made on the basis of one bonus Warrant for every five Consolidated Shares held by the Shareholders
(other than Non-Qualifying Shareholders, if any) whose names appear on the register of members of the
Company on the Record Date.
On the basis of 8,883,339,582 Shares in issue as at the Latest Practicable Date, and assuming no
further Shares are issued or repurchased before the Record Date, the total number of Consolidated Shares
in issue immediately after the Capital Reorganisation will be 1,776,667,916.40 and the total number of
Warrants to be issued will be approximately 355,333,583, entitling the holders thereof to subscribe for up
to 355,333,583 Consolidated Shares, representing 20% of the issued share capital of the Company after
the Capital Reorganisation.
As at the Latest Practicable Date, the Company did not have any outstanding options or other
securities which are convertible or exchangeable into Shares.
2. Subscription price
The Warrants will entitle the holders thereof to subscribe for new Consolidated Shares at an initial
subscription price of HK$0.60 per Consolidated Share (or HK$0.12 per Share for illustrative purpose)
(subject to adjustments). The initial subscription price of the Warrants represents (i) a discount of
approximately 6.98% to the closing price of HK$0.129 per Share as quoted on the Stock Exchange on 6
November 2007, being the last trading day immediately before the date of the announcement of the
Company dated 7 November 2007; (ii) a discount of approximately 7.41% to the average closing price of
approximately HK$0.1296 per Share as quoted on the Stock Exchange from 31 October 2007 to 6
November 2007, both dates inclusive, being the last five trading days immediately before the date of the
announcement of the Company dated 7 November 2007; (iii) a discount of approximately 74.47% to the
net asset value per Share of approximately HK$0.47 as at 31 March 2007 based on the audited consolidated
balance sheet of the Group made up to 31 March 2007 and adjusted as if the share consolidation
announced by the Company on 14 June 2007 had been completed on that date; (iv) a discount of
approximately 29.41% to the net asset value per Share of approximately HK$0.17 as at 31 October 2007
based on the unaudited consolidated balance sheet of the Group made up to 31 October 2007; and (v) a
premium of approximately 30.43% to the closing price of HK$0.092 per Share as quoted on the Stock
Exchange on the Latest Practicable Date.
The initial subscription price will be subject to customary anti-dilutive adjustments in market
transactions of this type in certain events. A summary of the terms and conditions of the Warrants,
including circumstances in which the subscription price of the Warrants may be adjusted, is set out in the
Appendix to this circular.
7
LETTER FROM THE BOARD
3. Subscription period
The Warrants may be exercised at any time between the date of issue of the Warrants and the day
immediately preceding the date which is eighteen months after the date of issue.
4. Fractional entitlements
Fractional entitlements to the Warrants will not be allotted but will be aggregated and sold for the
benefit of the Company.
5. Overseas Shareholders
The documents to be issued in relation to the Bonus Warrant Issue will not be filed or registered
under the securities or equivalent legislation of any jurisdiction other than Hong Kong and Bermuda. If
on the Record Date, a Shareholder’s address as shown on the register of members of the Company is in a
place outside Hong Kong, no Warrants will be issued to such Shareholder if the Directors, after making
enquiries with the relevant foreign legal advisers, conclude that it would be necessary or expedient not to
extend the Bonus Warrant Issue to such Shareholder.
According to the register of members of the Company, there were six Shareholders whose registered
addresses were in Macau and two Shareholders whose registered addresses were in the Mainland China
as at the Latest Practicable Date. In compliance with Rule 13.36(2)(a) of the Listing Rules, the Directors
have made enquiries as to whether the issue of the Warrants (and Shares issued upon their exercise) to
these Shareholders may contravene the applicable securities legislation of the relevant places or the
requirements of the relevant regulatory body or stock exchange. The Directors have been advised by the
legal counsels in Macau and the Mainland China that it would be lawful for the Company to issue the
Warrants (and Shares issued upon their exercise) in Macau and the Mainland China even though this
circular is not registered in the relevant jurisdiction.
It is the responsibility of anyone outside Hong Kong wishing to make an application for the
Warrants (and Shares issued upon their exercise) to satisfy himself/herself/itself as to the observance of
the laws and regulations of the relevant territory or jurisdiction, including the obtaining of any government
or other consents, and to pay any taxes and duties required to be paid in such territory or jurisdiction in
connection therewith. If you are in doubt as to your position, you should consult your own professional
advisers.
Arrangements will be made for the Warrants which would otherwise have been issued to the Non-
Qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealings in the
Warrants commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less
expenses, of more than HK$100 will be paid pro rata to the relevant Non-Qualifying Shareholders in
Hong Kong dollars. The Company will retain individual amounts of HK$100 or less for its own benefit.
8
LETTER FROM THE BOARD
6. Conditions of the Bonus Warrant Issue
The Bonus Warrant Issue is conditional upon:
(a) passing by the Shareholders of the relevant resolution(s) at the SGM approving the Capital
Reorganisation and the Bonus Warrant Issue; and
(b) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in,
the Warrants and the new Consolidated Shares which may fall to be issued upon exercise of
the subscription rights attaching to the Warrants.
7. Certificates for the Warrants
Subject to the fulfillment of the conditions of the Bonus Warrant Issue, certificates for the Warrants
are expected to be posted to the Shareholders (other than Non-Qualifying Shareholders) by ordinary post
at their own risks on or around 31 December 2007.
Pursuant to paragraph 3(2)(h)(i) of Practice Note 8 to the Listing Rules, if the expected end of
book close period or date of despatch of the Warrants certificates is deferred by issue of tropical cyclone
warning signal number 8 or above or a “black” rainstorm warning on or around such dates, the Company
will issue further announcement.
Dealings in the Warrants and any Consolidated Shares which fall to be issued upon exercise of the
Warrants will be subject to Hong Kong stamp duty.
8. Closure of register
The register of members of the Company will be closed from 17 December 2007 to 20 December
2007, both dates inclusive, in order to determine entitlements to the Bonus Warrant Issue. No
transfer of Shares may be registered during this period.
Shareholders are reminded that in order to qualify for the Bonus Warrant Issue, they must ensure
that all transfers accompanied by the relevant share certificates are lodged with the Company’s branch
share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716,
17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30
p.m. on 14 December 2007.
9. Listing and dealing
Application will be made to the Listing Committee of the Stock Exchange for the listing of, and
permission to deal in, the Warrants and the new Consolidated Shares which may fall to be issued upon
exercise of the subscription rights attaching to the Warrants. The Warrants will not be listed or traded on
any other stock exchange other than the Stock Exchange and no such listing, or permission to deal in
such Warrants, is being or proposed to be sought. The Warrants will be traded in board lots of 20,000
Warrants.
9
LETTER FROM THE BOARD
Application will also be made to HKSCC for the admission of the Warrants into CCASS operated
by HKSCC. Subject to the Listing Committee granting the listing of and permission to deal in the
Warrants and any Consolidated Shares which may fall to be issued upon the exercise of the subscription
rights attaching to the Warrants, and subject to compliance with the stock admission requirements of
HKSCC, the Bonus Warrants and the Consolidated Shares which may fall to be issued upon the exercise
of the subscription rights attaching to the Warrants will be accepted as eligible securities by HKSCC for
deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the
Warrants or such other date as determined by HKSCC. Settlement between participants of the Stock
Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All
activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures
in effect from time to time.
Other than the Bonus Warrant Issue, the Company does not have any current plan for fund raising.
Taking into account the net proceeds derived from the rights issue which became unconditional on 22
October 2007, the Directors are satisfied that the Company has sufficient working capital for its present
requirements.
C. PROPOSED CAPITAL REORGANISATION
At the SGM, the Company also intends to put forward to the Shareholders a special resolution to
approve the Capital Reorganisation comprising the Capital Reduction, the Subdivision, the Reduction of
Authorised Share Capital and the Share Consolidation, details of which are set out below.
1. Capital Reduction
The issued share capital of the Company will be reduced by cancelling the paid-up capital to the
extent of HK$0.08 on each issued Share.
On the basis of 8,883,339,582 Shares currently in issue, a credit of HK$710,667,166.56 will arise
from the Capital Reduction and will be transferred to the contributed surplus account of the Company. It
will be applied to set-off the accumulated losses of the Company, which stood at approximately
HK$326,973,000.00 as at 31 March 2007. The remaining balance standing to the credit of the contributed
surplus account may be utilised in the future in accordance with the bye-laws of the Company and the
Companies Act, including distribution to the Shareholders subject in any event to the relevant statutory
requirements on making distributions in the Companies Act.
After the Capital Reduction, the issued share capital of the Company will become
HK$177,666,791.64 divided into 8,883,339,582 shares of HK$0.02 each and the authorised but unissued
share capital will become HK$4,822,333,208.36 divided into 48,223,332,083.60 shares of HK$0.10 each.
2. Subdivision
Forthwith upon the Capital Reduction taking effect, every authorised but unissued Share will be
subdivided into five (5) shares of HK$0.02 par value each such that the authorised but unissued share
capital of the Company will be HK$4,822,333,208.36 divided into 241,116,660,418 shares of HK$0.02
each.
10
LETTER FROM THE BOARD
3. Reduction of Authorised Share Capital
Following the Subdivision, the authorised share capital of the Company will be reduced from
HK$5,000,000,000.00 to HK$1,000,000,000.00 by cancelling 200,000,000,000 unissued shares of HK$0.02
each.
4. Share Consolidation
Upon the Capital Reduction, the Subdivision and the Reduction of Authorised Share Capital
becoming effective, every five (5) shares of HK$0.02 each in both the issued and unissued share capital
of the Company will be consolidated into one Consolidated Share of HK$0.10. Fractional Consolidated
Shares will not be issued to individual Shareholders but will be aggregated and, if possible, sold for the
benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding
of a Shareholder regardless of the number of share certificates held by such Shareholder.
5. Conditions of the Capital Reorganisation
The Capital Reorganisation is conditional upon:
(a) passing by the Shareholders of the relevant resolution(s) at the SGM approving the Capital
Reorganisation;
(b) publication of a notice of capital reduction in Bermuda in accordance with the Companies
Act;
(c) on the date on which the Capital Reduction is to take effect, there are no reasonable grounds
for believing that the Company is, or after the Capital Reduction would be, unable to pay its
liabilities as they fall due; and
(d) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in,
the Consolidated Shares to be issued following completion of the Capital Reorganisation.
11
LETTER FROM THE BOARD
6. Effect of the Capital Reorganisation
The Consolidated Shares arising from the Capital Reorganisation will rank pari passu in all respects
with each other and have the rights and privileges and be subject to the restrictions contained in the bye-
laws of the Company. The following table sets out the effect of the Capital Reorganisation on the share
capital of the Company, that is, before and after implementation of the Capital Reorganisation:
Before the Capital Immediately after
Reorganisation the Capital Reorganisation
Nominal value HK$0.10 HK$0.10
Authorised share capital HK$5,000,000,000.00 HK$1,000,000,000.00 divided
divided into into 10,000,000,000
50,000,000,000 Shares Consolidated Shares
Issued and paid-up HK$888,333,958.20 HK$177,666,791.64 divided
share capital divided into into 1,776,667,916.40
8,883,339,582 Shares Consolidated Shares
Notes:
(a) The above table is prepared on the assumption that no further Shares are issued or repurchased between the Latest
Practicable Date and the date of the SGM.
(b) As at the Latest Practicable Date, the Company did not have any outstanding options or other securities which are
convertible or exchangeable into Shares.
The implementation of the Capital Reorganisation will not, of itself, materially alter the underlying
assets, business operations, management or financial position of the Company or the proportionate interests
of the Shareholders.
7. Reasons for the Capital Reorganisation
The main purpose for implementing the Capital Reorganisation is to reduce the overall transaction
costs for dealings in the shares of the Company. In addition, the Company can apply the credit arising
from the Capital Reduction to offset the accumulated losses of the Company.
Therefore, the Directors consider the Capital Reorganisation to be in the interests of the Company
and the Shareholders as a whole.
8. Exchange of share certificates
Subject to the passing of the relevant resolution(s) approving the Capital Reorganisation,
Shareholders may, during business hours from 20 December 2007 until 31 January 2008 submit their
existing certificates for the Shares to the Company’s branch share registrar in Hong Kong, Computershare
Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road
East, Wanchai, Hong Kong in exchange for new certificates for the Consolidated Shares at the expenses
12
LETTER FROM THE BOARD
of the Company. Thereafter, existing certificates for the Shares will be accepted for exchange only on
payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock
Exchange) for each new certificate issued for the Consolidated Shares or each old share certificate for the
Shares submitted for cancellation, whichever the number of certificates issued or cancelled is higher.
However, such existing certificates will continue to be good evidence of legal title to the Consolidated
Shares on the basis of five (5) Shares for one Consolidated Share and may be exchanged for new
certificates for Consolidated Shares (fractional entitlements to the Consolidated Shares being ignored).
Unless otherwise instructed, new share certificates for the Consolidated Shares will be issued in
the board lots of 5,000 Consolidated Shares. It is expected that new share certificates for Consolidated
Shares will be available for collection within a period of ten (10) business days from the submission of
existing share certificates for Shares to the Company’s branch share registrar in Hong Kong for exchange.
If Shareholders are able to lodge their existing share certificates for Shares with the Company’s branch
share registrar in Hong Kong during normal business hours on 20 December 2007, new share certificates
for Consolidated Shares will be available for collection during normal business hours on 7 January 2008.
9. Trading arrangements
On the Capital Reorganisation becoming effective, dealings in the new Consolidated Shares are
expected to commence on 9:30 a.m. on 20 December 2007. It is proposed that arrangements for trading
in the Consolidated Shares will be as follows:
(a) with effect from 9:30 a.m. on 20 December 2007, the existing counter for trading in Shares
in board lots of 5,000 Shares in the form of existing share certificates (in pink colour) will
instead be used for trading in Consolidated Shares in board lots of 1,000 Consolidated
Shares in the form of new share certificates in orange colour. Only new orange coloured
share certificates for Consolidated Shares can be traded at this counter;
(b) with effect from 9:30 a.m. on 20 December 2007, a temporary counter for trading in new
Consolidated Shares in board lots of 1,000 Consolidated Shares in the form of existing
share certificates (in pink colour) for the Shares will be established and every five (5)
Shares will be deemed to represent one Consolidated Share. Existing share certificates (in
pink colour) for Shares can only be traded at the temporary counter;
(c) during the period from 9:30 a.m. on 8 January 2008 to 4:00 p.m. on 29 January 2008 (both
dates inclusive), there will be parallel trading at the above two counters; and
(d) the temporary counter for trading in Consolidated Shares in board lots of 1,000 Consolidated
Shares represented by existing share certificates will be removed after closing of trading on
29 January 2008. Thereafter, trading will be in Consolidated Shares in board lots of 5,000
Consolidated Shares represented by new share certificates only and existing share certificates
will cease to be acceptable for dealing purposes. However, such certificates will continue to
be good evidence of legal title to the Consolidated Shares on the basis of five (5) Shares for
one Consolidated Share and may be exchanged for new certificates for Consolidated Shares
as described above (fractional entitlements to the Consolidated Shares being ignored).
13
LETTER FROM THE BOARD
10. Change of board lot and matching services
After the Share Consolidation becoming effective, the board lot for trading in the Consolidated
Shares will be changed from 5,000 Shares to 5,000 Consolidated Shares. The Consolidated Shares in
board lots of 1,000 Consolidated Shares, in the form of existing share certificates, will become odd lots
when parallel trading starts on 8 January 2008 at the original counter.
In order to alleviate the difficulties arising from the existence of odd lots of the new Consolidated
Shares as a result of the Capital Reorganisation, the Company has agreed to procure Chung Nam Securities
Limited to stand in the market to provide matching services for the odd lots of new Consolidated Shares
on a best efforts basis, during the period from 8 January 2008 to 29 January 2008 (both dates inclusive).
Holders of the Consolidated Shares in odd lots who wish to take advantage of this matching facility
either to dispose of their odd lots of Consolidated Shares or to top up to board lots of 5,000 Consolidated
Shares, may contact Mr. Cecil Chan of 31st Floor, China United Centre, No. 28 Marble Road, North
Point, Hong Kong at telephone number (852) 3198 0838 during office hours.
D. SGM AND PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS
A notice convening the SGM to be held at 30th Floor, China United Centre, No. 28 Marble Road,
North Point, Hong Kong on Wednesday, 19 December 2007 at 9:00 a.m. is set out at the end of this
circular.
If you are not able to attend the SGM, you are requested to complete and return the form of proxy
for the SGM enclosed in this circular in accordance with the instructions printed thereon to the principal
place of business of the Company in Hong Kong at 32nd Floor, China United Centre, No. 28 Marble
Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the
time appointed for the holding of the SGM or any adjournment thereof or, in the case of a poll taken
subsequently to the date of the SGM or any adjournment thereof, not less than 24 hours before the time
appointed for the taking of the poll. Completion and return of the form of proxy will not preclude you
from attending and voting at the SGM or any adjournment thereof should you so wish.
Under the bye-laws of the Company, at the SGM, a resolution put to the vote of the meeting shall
be decided on a show of hands unless a poll is required under the Listing Rules or is (before or on the
declaration of the result of the show of hands) demanded:
(i) by the chairman of the meeting; or
(ii) by at least three members present in person or by proxy or representative for the time being
entitled to vote at the meeting; or
(iii) by any member or members present in person or by proxy or representative and representing
not less than one-tenth of the total voting rights of all the members having the right to
attend and vote at the meeting; or
(iv) by any member or members present in person or by proxy or representative and holding
Shares conferring a right to attend and 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; or
14
LETTER FROM THE BOARD
(v) if required by the Listing Rules, by any Director or Directors who, individually or collectively,
hold proxies in respect of Shares representing 5% or more of the total voting rights at such
meeting.
E. RECOMMENDATION
The Directors are of the opinion that the Bonus Warrant Issue and the Capital Reorganisation are
in the interests of the Company and the Shareholders as a whole and accordingly recommend the
Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM.
F. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of
giving information with regard to the Group. The Directors collectively and individually accept full
responsibility for the accuracy of the information contained in this circular and confirm, having made all
reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission
of which would make any statement contained herein misleading.
G. DOCUMENTS FOR INSPECTION
Copies of the following documents will be available for inspection at the principal place of
business of the Company in Hong Kong at 32nd Floor, China United Centre, No. 28 Marble Road, North
Point, Hong Kong during normal business hours from the date of this circular up to and including the
date of the SGM:
(a) an advanced draft (subject to non-material amendment) of the instrument constituting the
Warrants with an advanced draft of the certificate for the Warrants (subject to modification);
and
(b) the memorandum of association and bye-laws of the Company.
An executed copy of the instrument constituting the Warrants will be available to the holders of
the Warrants for inspection at the branch share registrar of the Company in Hong Kong, Computershare
Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s
Road East, Wanchai, Hong Kong commencing from the date of issue of the Warrants.
H. ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in the Appendix to this circular.
Yours faithfully,
For and on behalf of the Board
Kwong Kai Sing, Benny
Chairman
15
APPENDIX SUMMARY OF THE TERMS OF THE WARRANTS
The Warrants will be issued subject to and with the benefit of the instrument by way of deed poll
(the “Instrument”) to be executed by the Company. The Warrants will be issued in registered form and
will form one class and rank pari passu in all respects with each other.
The principal terms and conditions of the Warrants (the “Conditions”) will be set out in the
certificates for the Warrants (the “Warrant Certificates”) and will include provisions summarised below.
Holders of the Warrants (the “Warrantholders”) will be entitled to the benefit of, and will be bound by,
and be deemed to have notice of the Conditions. They will also be entitled to the benefit of, and will be
bound by, and be deemed to have notice of the provisions of the Instrument, copies of which will be
available at the principal place of business for the time being of the Company in Hong Kong.
1. EXERCISE OF SUBSCRIPTION RIGHTS
(a) In this Appendix, unless otherwise stipulated, the following terms shall have the following
meanings:
“Share(s)” new ordinary share(s) of HK$0.10 each in the share capital
of the Company following the Capital Reorganisation;
“Subscription Date” means any day (other than a Saturday) on which banks in
Hong Kong are open for business for clearing and settlement
purpose falling within the Subscription Period on which
any of the Subscription Rights are duly exercised;
“Subscription Period” means the period of eighteen (18) months from the date of
issue of the Warrants;
“Subscription Price” means the sum payable in respect of each Share upon
exercise of the Subscription Rights, initially being HK$0.60
each (subject to adjustment); and
“Subscription Rights” in respect of one Warrant, means the subscription right
attached to the Warrant to subscribe for one fully paid new
Share at the Subscription Price, initially being at HK$0.60
each (subject to adjustment).
(b) The registered holder for the time being of each Warrant will have the right, at any time
during the Subscription Period on any day (other than a Saturday) on which banks in Hong
Kong are open for clearing and settlement business, to subscribe for one fully paid Share in
cash at HK$0.60 per Share (subject to adjustments). After 4:00 p.m. on the last day of the
Subscription Period, any Subscription Rights which have not been exercised will lapse and
the Warrants and Warrant certificates will cease to be valid for any purpose.
16
APPENDIX SUMMARY OF THE TERMS OF THE WARRANTS
(c) Each Warrant certificate will contain a Subscription Form (as defined in the Instrument). In
order to exercise in whole or in part the Subscription Rights represented by the Warrant
certificate, the Warrantholders must complete and sign the Subscription Form (which, once
signed and completed, shall be irrevocable) and deliver the Warrant certificate (and, if the
subscription form used shall not be the form endorsed thereon, the separate subscription
form) duly completed to the Registrars (as defined in the Instrument), together with a
remittance for the Exercise Moneys (as defined in the Instrument) (or, in the case of a
partial exercise, the relevant portion of the Exercise Moneys). In each case, compliance
must also be made by the exercising Warrantholder with any exchange control, fiscal or
other laws or regulations for the time being applicable.
(d) The number of Shares to be allotted on exercise of the Subscription Rights shall be the
number of the Warrants subject to exercise as specified in the relevant Subscription Form
and in respect of which the Exercise Moneys thereof have been duly remitted as aforesaid.
(e) The Company has undertaken in the Instrument that Shares falling to be issued upon the
exercise of the Subscription Rights will be issued and allotted not later than 21 calendar
days after the relevant Subscription Date and will rank pari passu with the fully paid Shares
in issue on the relevant Subscription Date and accordingly shall entitle the holders to vote at
general meetings of the Company and to participate in all dividends or other distributions
declared, paid or made on or after the relevant Subscription Date unless adjustment therefor
has been made as provided in the Instrument, other than any dividend or other distribution
previously declared or recommended or resolved to be paid or made if the record date
therefor shall be on or before the relevant Subscription Date and notice of the amount and
record date for which shall have been given to the Stock Exchange prior to the relevant
Subscription Date.
(f) As soon as reasonably practicable after the relevant allotment of Shares (and not later than
21 calendar days after the relevant Subscription Date) there will be issued free of charge to
the Warrantholder(s) to whom such allotment has been made:
(i) a certificate (or certificates) for the relevant Shares in the name(s) of such
Warrantholder(s); and
(ii) (if applicable) a balancing Warrant certificate in registered form in the name(s) of
such Warrantholder(s) in respect of any Subscription Rights represented by the Warrant
certificate lodged but remaining unexercised.
(g) The certificate(s) for Shares arising on the exercise of the Subscription Rights and the
balancing Warrant certificate (if any) will be sent by post at the risk of such Warrantholder(s)
to the address of such Warrantholder(s) or (in the case of a joint holding) to that one of
them whose name stands first in the register of Warrantholders of the Company (which shall
be deemed to be a sufficient despatch to all of them). If the Company agrees, such certificates
may by prior arrangement be retained by the Registrars to await collection by the relevant
Warrantholder(s).
17
APPENDIX SUMMARY OF THE TERMS OF THE WARRANTS
2. ADJUSTMENT OF SUBSCRIPTION PRICE
The Instrument contains detailed provisions relating to the adjustment of the Subscription Price.
The following is a summary of, and is subject to, the adjustment provisions of the Instrument:
(a) The Subscription Price shall (except as mentioned in sub-paragraphs (b) and (c) below) be
adjusted as provided in the Instrument in each of the following cases:
(i) if and whenever the nominal amount of the Shares is altered by reason of any
consolidation or subdivision;
(ii) if and whenever the Company shall issue (other than in lieu of a cash dividend) any
Shares credited as fully paid by way of capitalisation of profits or reserves (including
those in share premium account or contributed surplus account);
(iii) if and whenever the Company shall make any Capital Distribution (as defined in the
Instrument), whether on a reduction of capital or otherwise, to holders of its Shares
(in their capacity as such);
(iv) if and whenever the Company shall grant to the holders of its Shares (in their capacity
as such) rights to acquire for cash assets of the Company or any of its Subsidiaries
(as defined in the Instrument);
(v) if and whenever the Company shall offer to holders of Shares new Shares for
subscription by way of rights or shall grant to holders of Shares any options or
warrants to subscribe for new Shares, in each case at a price which is less than 90 per
cent. of the market price (calculation as provided in the Instrument);
(vi) if and whenever the Company or any other company shall issue wholly for cash any
securities which by their terms are convertible into or exchangeable for or carrying
rights of subscription for new Shares, if in any case the total Effective Consideration
(as defined in the Instrument) initially receivable per Share is less than 90 per cent.
of the market price (calculation as provided in the Instrument), or the terms of any
such issue being altered so that the said total Effective Consideration is less than 90
per cent. of such market price;
(vii) if and whenever the Company shall issue wholly for cash of any Shares (other than
Shares issued pursuant to a Share Option Scheme (as defined in the Instrument)) at a
price per Share which is less than 90 per cent. of the market price (calculation as
provided in the Instrument); and
(viii) if and whenever the Company shall purchase any Shares (or securities convertible
into, or any rights to acquire, Shares) in circumstances where the Directors consider
that it may be appropriate to make an adjustment to the Subscription Price.
18
APPENDIX SUMMARY OF THE TERMS OF THE WARRANTS
(b) Except as mentioned in sub-paragraph (c) below, no such adjustment as is referred to in
sub-paragraph (a) above will be made in respect of:
(i) an issue of fully paid Shares upon the exercise of any conversion rights attached to
securities convertible into Shares or upon the exercise of any rights (including the
Subscription Rights) to acquire Shares;
(ii) an issue of Shares or other securities of the Company or any Subsidiary wholly or
partly convertible into, or carrying rights to acquire, Shares to Directors or employees
of the Company or any of its Subsidiaries or associates or other eligible persons
pursuant to a Share Option Scheme;
(iii) an issue by the Company of Shares or by the Company or any Subsidiary of securities
wholly or partly convertible into or carrying rights to acquire Shares, in any such
case in consideration or part consideration for the acquisition of any other securities,
assets or businesses;
(iv) an issue of fully paid Shares by way of capitalisation of all or part of the Subscription
Rights Reserve (as defined in the Instrument) to be established in certain circumstances
pursuant to the terms and conditions contained in the Instrument (or any similar
reserve which has been or may be established pursuant to the terms of any other
securities wholly or partly convertible into or carrying rights to acquire Shares); or
(v) an issue of Shares pursuant to a scrip dividend scheme where an amount not less than
the nominal amount of the Shares so issued is capitalized and the market value
(calculation as provided in the Instrument) of such Shares is not more than 110% of
the amount of dividend which holders of Shares could elect to or would otherwise
receive in cash.
(c) Notwithstanding the provisions referred to in sub-paragraphs (a) and (b) above, in any
circumstances where the Directors shall consider that an adjustment to the Subscription
Price provided for under the said provisions should not be made or should be calculated on
a different basis or that an adjustment to the Subscription Price should be made
notwithstanding that no such adjustment is required under the said provisions or that an
adjustment should take effect on a different date or at a different time from that provided for
under the said provisions, the Company may appoint the auditors of the Company or an
approved merchant bank to consider whether for any reason whatever the adjustment to be
made (or the absence of adjustment) would not or might not fairly and appropriately reflect
the relative interests of the persons affected thereby and, if the auditors of the Company or
such approved merchant bank (as the case may be) shall consider this to be the case, the
adjustment shall be modified or nullified or an adjustment made instead of no adjustment in
such manner (including, without limitation, making an adjustment calculated on a different
basis) and/or the adjustment shall take effect from such other date and/or time as shall be
certified by the auditors of the Company or such approved merchant bank (as the case may
be) to be in its opinion appropriate.
19
APPENDIX SUMMARY OF THE TERMS OF THE WARRANTS
(d) Any adjustment to the Subscription Price shall be made to the nearest one-tenth of a cent so
that any amount under half of one-tenth of a cent shall be rounded down and any amount of
half of one-tenth of a cent or more shall be rounded up. No adjustment shall be made to the
Subscription Price in any case in which the amount by which the same would be reduced
would be less than one-tenth of a cent and any adjustment that would otherwise be required
then to be made shall not be carried forward. No adjustment may be made (except on a
consolidation of Shares into shares of a larger nominal amount) which would increase the
Subscription Price.
(e) Every adjustment to the Subscription Price will be certified to be fair and appropriate by the
auditors of the Company or an approved merchant bank and notice of each adjustment
(giving the relevant particulars) will be given to the Warrantholders. In giving any certificate
or making any adjustment hereunder, the auditors of the Company or the approved merchant
bank (as the case may be) shall be deemed to be acting as experts and not as arbitrators and
in the absence of manifest error, the decision shall be conclusive and binding on the Company
and the Warrantholders and all persons claiming through or under them respectively. Any
such certificate of the auditors of the Company or the approved merchant bank (as the case
may be) will be available for inspection at the principal place of business of the Company
for so long as any of the Subscription Rights remains exercisable.
3. REGISTERED WARRANTS
The Warrants will be issued in registered form. The Company will be entitled to treat the registered
holder of any Warrant as the absolute owner thereof and accordingly will not, except as ordered by a
court of competent jurisdiction or required by law, be bound to recognise any equitable or other claim to
or interest in such Warrant on the part of any other person, whether or not it shall have express or other
notice thereof.
4. TRANSFER, TRANSMISSION AND REGISTER
(a) The Warrants will be transferrable, by instrument of transfer in any usual or common form
or in any other form which may be approved by the Directors, where the transferor or
transferee is HKSCC Nominees Limited or its successor thereto (or such other company as
may be approved by the Directors for this purpose) the instrument of transfer may be
executed under the hand of an authorised person(s) or by machine imprinted signature(s).
(b) The Company will maintain a register of Warrantholders accordingly. The register may be
closed from time to time. Any transfer or exercise of the Subscription Rights attached to the
Warrants made while the register is so closed shall, as between the Company and the person
claiming under the relevant transfer of Warrants or, as the case may be, as between the
Company and the Warrantholder who has so exercised the Subscription Rights to his Warrants
(but not otherwise), be considered as made immediately after the reopening of the register.
Transfers of Warrants must be executed by both the transferor and the transferee. The
provisions of the Company’s bye-laws relating to, inter alia, the registration, transmission
and transfer of Shares and the register of members shall, mutatis mutandis, apply to the
registration, transmission and transfer of the Warrants and the register of Warrantholders.
20
APPENDIX SUMMARY OF THE TERMS OF THE WARRANTS
(c) Persons who hold Warrants and have not registered the Warrants in their own names and
wish to exercise the Warrants should note that they may incur additional costs and expenses
in connection with any expedited re-registration of Warrants prior to the transfer or exercise
of Subscription Rights attached to the Warrants, in particular during the period commencing
10 business days prior to and including the last day of the Subscription Period.
(d) Since the Warrants will be admitted to CCASS, so far as applicable laws or regulations of
relevant regulatory authorities and the terms of the Instrument and circumstances permit,
the Company may determine the last trading day of the Warrants to be a date at least three
trading days before the last day of the Subscription Period.
5. PURCHASE AND CANCELLATION
The Company or any of the Subsidiaries may at any time, subject to the Hong Kong Code on Share
Repurchases, the Listing Rules, and all other applicable laws, rules and regulations, purchase the Warrants:
(a) in the open market or by tender (available to all Warrantholders alike) at any price; or
(b) by private treaty at a price per Warrant, exclusive of expenses, not exceeding 110 per cent.
of the closing price on the Stock Exchange per Warrant for one or more board lots of
Warrants on the last day on which the Warrants were traded on the Stock Exchange prior to
the date of purchase of the Warrants, but not otherwise. All Warrants purchased as aforesaid
shall be cancelled forthwith and may not be reissued or re-sold.
6. MEETINGS OF WARRANTHOLDERS AND MODIFICATION OF RIGHTS
(a) The Instrument contains provisions for convening meetings of Warrantholders to consider
any matter affecting the interests of the Warrantholders, including the modification by a
Special Resolution (as defined in the Instrument) of the provisions of the Instrument and/or
the Conditions. A resolution duly passed at any such meeting shall be binding on the
Warrantholders, whether present or not.
(b) All or any of the rights for the time being attached to the Warrants (including any of the
provisions of the Instrument) may from time to time (whether or not the Company is being
wound up) be altered or abrogated (including but without prejudice to that generality by
waiving compliance with, or by waiving or authorising any past or proposed breach of, any
of the provisions of the Conditions and/or the Instrument) and the sanction of a Special
Resolution of the Warrantholders shall be necessary to effect such alteration or abrogation.
(c) Where a Warrantholder is a recognised clearing house (within the meaning of the Securities
and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) or its nominee(s), it may
authorise such person or persons as it thinks fit to act as its representative(s) or its proxy (or
proxies) at any Warrantholders’ meeting provided that, if more than one person is so
authorised, the authorisation must specify the number of Warrants in respect of which each
21
APPENDIX SUMMARY OF THE TERMS OF THE WARRANTS
such person is so authorised. The person so authorized will be entitled to exercise the same
power on behalf of the recognised clearing house as that clearing house or its nominee(s)
could exercise as if such person were an individual Warrantholder.
7. REPLACEMENT OF WARRANT CERTIFICATES
If a Warrant certificate is mutilated, defaced, lost or destroyed, it may, at the discretion of the
Company, be replaced at the office of the Company’s branch registrar in Hong Kong on payment of such
costs as may be incurred in connection therewith and on such terms as to evidence, indemnity and/or
security as the Company may require and on payment of such fee not exceeding the maximum fee as may
from time to time be permitted by the Stock Exchange as the Company may determine. Mutilated or
defaced Warrant certificates must be surrendered before replacements will be issued.
8. PROTECTION OF SUBSCRIPTION RIGHTS
The Instrument contains certain undertakings by and restrictions on the Company designed to
protect the Subscription Rights.
9. CALL
If at any time the Warrants outstanding is equal to or less than 10 per cent. of the Warrants issued
under the Instrument, the Company may, on giving not less than three months’ notice, require the
Warrantholders either to exercise their Subscription Rights or to allow them to lapse. On expiry of such
notice, all unexercised Warrants will be automatically cancelled without compensation to the
Warrantholders.
10. FURTHER ISSUES
The Company shall be at liberty to issue further subscription warrants.
11. NOTICES
(a) The Instrument contains provisions relating to notices to be given to Warrantholders.
(b) Every Warrantholder shall register with the Company an address either in Hong Kong or
elsewhere to which notices can be sent and if any Warrantholder shall fail to do so, notice
may be given to such Warrantholder by sending the same in any of the manners hereinafter
mentioned to his last known place of business or residence or, if there be none, by posting
the same for three days at the principal place of business for the time being of the Company.
(c) A notice may be given by delivery, prepaid letter (airmail in the case of an overseas address),
facsimile or by way of announcement in accordance with the requirements of the Stock
Exchange.
(d) All notices with respect to Warrants standing in the names of joint holders shall be given to
whichever of such persons is named first in the register of Warrantholders and notice so
given shall be sufficient notice to all the holders of such Warrants.
22
APPENDIX SUMMARY OF THE TERMS OF THE WARRANTS
12. RIGHTS OF WARRANTHOLDERS ON WINDING UP
(a) The Instrument provides that if an effective resolution is passed during the Subscription
Period for the voluntary winding up of the Company, then:
(i) if such winding up is for the purpose of reconstruction or amalgamation pursuant to a
scheme of arrangement to which the Warrantholders, or some person designated by
them for such purpose by Special Resolution, shall be a party or in conjunction with
which a proposal is made to the Warrantholders and is approved by Special Resolution,
the terms of such scheme of arrangement or (as the case may be) proposal will be
binding on all the Warrantholders; and
(ii) in the event a notice is given by the Company to its Shareholders (and the
Warrantholders) to convene a shareholders’ meeting for the purpose of considering
and, if thought fit, approving a resolution to wind up the Company voluntarily, every
Warrantholder shall be entitled by irrevocable surrender of his Warrant certificate(s)
to the Company with the Subscription Form(s) duly completed, together with payment
of the relevant Exercise Moneys or the relative portion thereof (such Subscription
Form(s) and Exercise Moneys to be received by the Company not later than 5 business
days prior to the proposed shareholders’ meeting), to exercise the Subscription Rights
represented by such Warrant certificate(s) and the Company shall cause to be allotted
and issued, as soon as possible and in any event no later than the day immediately
prior to the date of the proposed shareholders’ meeting, such number of Shares which
fall to be issued pursuant to the exercise of the relevant Subscription Rights.
(b) In all other circumstances in which the Company may be wound up, the Instrument provides
that all Subscription Rights which have not been exercised at the commencement of the
winding up will lapse and each Warrant certificate will cease to be valid for any purpose.
13. OVERSEAS WARRANTHOLDERS
If a Warrantholder has a registered address in any territory other than Hong Kong where, in the
opinion of the Directors, the allotment of Shares to such Warrantholder upon exercise of any Subscription
Rights would or might, in the absence of compliance with registration or any other special formalities in
such territory, be unlawful or impracticable under the laws of such territory, then the Company will as
soon as practicable after exercise by such Warrantholder of any Subscription Rights either (i) allot the
Shares which would otherwise have been allotted to such Warrantholder to one or more third parties
selected by the Company, or (ii) allot such Shares to such Warrantholder and then, on his behalf, sell
them to one or more third parties selected by the Company, in each case for the best consideration then
reasonably obtainable by the Company. As soon as reasonably practicable following any such allotment
or (as the case may be) allotment and sale, the Company will pay to such Warrantholder an amount equal
to the consideration, after deduction of expenses, received by it by posting the remittance to him at his
own risks.
23
APPENDIX SUMMARY OF THE TERMS OF THE WARRANTS
14. GOVERNING LAW
The Instrument and the Warrants are governed by and will be construed in accordance with the
laws of Hong Kong. The Company irrevocably submits to the non-exclusive jurisdiction of the courts of
Hong Kong in respect of the Instrument and the Warrants and all matters and disputes arising in connection
with them.
24
NOTICE OF SPECIAL GENERAL MEETING
HERITAGE INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 412)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a Special General Meeting of Heritage International Holdings
Limited (the “Company”) will be held at 30th Floor, China United Centre, No. 28 Marble Road, North
Point, Hong Kong on Wednesday, 19 December 2007 at 9:00 a.m. for the purpose of considering and, if
thought fit, passing, with or without modification, the following resolutions as ordinary and special
resolutions of the Company respectively:
ORDINARY RESOLUTIONS
1. “THAT, conditional upon the Listing Committee of The Stock Exchange of Hong Kong
Limited granting the listing of, and permission to deal in, the warrants (“Warrants”) and any
shares of the Company to be issued upon any exercise of the subscription rights attaching to
the Warrants, the directors of the Company be and are hereby authorized:
(a) to create the Warrants, which shall be in registered form carrying rights to subscribe,
at the initial exercise price of HK$0.60 per share, subject to adjustments, for ordinary
shares of the Company within the prescribed subscription period and upon the terms
and conditions set out in the warrant instrument constituting the Warrants (the “Warrant
Instrument”, a copy of a draft of which has been produced to the meeting marked “A”
and signed for the purpose of identification by the Chairman) and to issue the same
by way of bonus to and among the persons who are registered as shareholders of the
Company as at the close of business on the date to be determined by the directors as
the record date for the determination of entitlements to the bonus issue of the Warrants
(“Record Date”) in the proportion of one Warrant for every five (5) Consolidated
Shares (as defined in resolution numbered 2 set out in the notice convening this
meeting) then held on the Record Date, provided that those shareholders whose
addresses as at the close of business on the Record Date are outside Hong Kong and
their entitlements (if any) will be dealt with in accordance with the arrangements set
out in the circular of the Company dated 26 November 2007, and provided further
that fractional entitlements to the Warrants will not be issued, but will be aggregated
and sold for the benefit of the Company and the net proceeds of the sale will be
retained for the benefit of the Company;
(b) to allot and issue the shares in the capital of the Company arising from the exercise
of subscription rights attaching to such Warrants or any of them pursuant to the
Warrant Instrument;
25
NOTICE OF SPECIAL GENERAL MEETING
(c) to execute the Warrant Instrument, certificates for the Warrants and all other documents,
deeds and instruments under hand or, where necessary, under seal of the Company in
accordance with the bye-laws of the Company as the directors of the Company consider
necessary or expedient to give effect to the Warrant Instrument and other transactions
contemplated in this resolution; and
(d) to do all such acts and things as the directors of the Company consider necessary or
expedient to give effect to the transactions contemplated under this resolution or the
Warrant Instrument.”
SPECIAL RESOLUTION
2. “THAT subject to the Listing Committee of The Stock Exchange of Hong Kong Limited
granting the listing of, and permission to deal in, the Consolidated Shares (as defined
below) and with effect from 9:30 a.m. on the next business day (not being a Saturday) after
the date on which this resolution is passed:
(a) the issued share capital of the Company be reduced by cancelling the paid-up capital
of the Company to the extent of HK$0.08 on each of the issued ordinary shares of the
Company of HK$0.10 each (the “Capital Reduction”), so that each issued ordinary
share of the Company will be treated as one fully paid-up share of HK$0.02, and the
credit arising from the Capital Reduction in the books of the Company be transferred
to the contributed surplus account of the Company where it may be applied in
accordance with the bye-laws of the Company and all applicable laws, including to
eliminate the entire accumulated losses of the Company as at 31 March 2007;
(b) every authorised but unissued ordinary share of the Company of HK$0.10 each be
subdivided into five (5) ordinary shares of HK$0.02 par value each;
(c) immediately following the Capital Reduction and the sub-division of the authorised
but unissued ordinary shares of the Company above:
(i) the authorised share capital of the Company be reduced from
HK$5,000,000,000.00 to HK$1,000,000,000.00 by cancelling 200,000,000,000
unissued ordinary shares of the Company of HK$0.02 each; and
(ii) every five (5) ordinary shares of HK$0.02 each in both the issued and unissued
share capital of the Company be consolidated into one consolidated ordinary
share of HK$0.10 (“Consolidated Share(s)”) and the Consolidated Shares in
issue shall rank pari passu in all respects with each other and have the rights
and privileges and be subject to the restrictions in respect of shares contained
in the bye-laws of the Company,
26
NOTICE OF SPECIAL GENERAL MEETING
and the directors of the Company be and are hereby authorised to take any and all steps, and
to do and/or procure to be done any and all acts and things, and to approve, sign and
execute any documents which in their absolute discretion consider to be necessary, desirable
or expedient to implement and carry into effect this resolution.”
By order of the Board
Heritage International Holdings Limited
Chow Chi Wah, Vincent
Company Secretary
Hong Kong, 26 November 2007
Notes:
1. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint one or, if he is the
holder of two or more shares, more than one person as his proxy to attend and vote instead of him. A proxy need not be a
member of the Company.
2. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the meeting
either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such
joint holders be present at the meeting personally or by proxy, that one of the said persons whose name stands first on the
register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
3. Completion and return of the form of proxy will not preclude a member from attending and voting at the above meeting or
any adjournment thereof if he so wishes. In that event, his form of proxy will be deemed to have been revoked.
4. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon
together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof
must be delivered to the principal place of business of the Company in Hong Kong at 32/F., China United Centre, No.28
Marble Road, North Point, Hong Kong 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.
