circular, makes 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 any doubt as to any aspect of 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 Lee & Man Holding Limited, you should
at once hand this circular and the accompanying form of proxy to the purchaser or
transferee, or to the bank, licensed securities dealer or other agent through whom the sale or
transfer was effected, for transmission to the purchaser or transferee.
LEE & MAN HOLDING LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 746)
NOTICE OF ANNUAL GENERAL MEETING
PROPOSALS FOR GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES
RE-ELECTION OF DIRECTORS
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 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 herein misleading.
A notice convening the AGM (as defined herein) of Lee & Man Holding Limited to be held on 21
May 2007 at 11:45 a.m. at Ballroom B, 2nd Floor, Langham Hotel Hong Kong, 8 Peking Road,
Tsimshatsui, Kowloon, Hong Kong is set out on pages 11 to 14 of this circular. If the Shareholders
are not able to attend the AGM, they are requested to complete the enclosed form of proxy in
accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch
share registrar, Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, as
soon as possible and in any event not less than 48 hours before the time appointed for holding the
AGM. Completion and return of the form of proxy will not preclude Shareholders from attending and
voting in person at the AGM (or any adjournment thereof) should they so desire.
for identification purposes only
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
24 April 2007
Page
Definitions ......................................................... 1
Letter from the Board of Directors ..................................... 3
Appendix I – Explanatory Statement ................................. 6
Appendix II – Details of Directors Proposed to be Re-elected at the AGM .... 9
Notice of AGM ................................................
| 11 |
| CONTENTS |
| –i– |
In this circular, unless the context otherwise requires, the following expressions shall have
the following meanings:
“AGM” means the annual general meeting of the Company to
be convened and held at Ballroom B, 2nd Floor,
Langham Hotel Hong Kong, 8 Peking Road,
Tsimshatsui, Kowloon, Hong Kong on 21 May 2007 at
11:45 a.m.
“Associates” bears the same meaning ascribed thereto in the Listing
Rules
“Company” means Lee & Man Holding Limited, a company
incorporated in the Cayman Islands with limited
liability and the shares of which are listed on the Stock
Exchange
“Director(s)” means directors of the Company or the board of
directors of the Company, as the context may require
“Group” means the Company and its subsidiaries
“HK$” means Hong Kong Dollars, the lawful currency of
Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” means 19 April 2007, being the latest practicable date
prior to the printing of this circular
“Listing Rules” the Rules Governing the Listing of Securities on the
Stock Exchange
“Notice” means the notice convening the AGM
“Repurchase Mandate” means a general mandate proposed to be granted to the
Directors to exercise the power of the Company to
repurchase Shares on the terms set out in the Notice
“SFO” Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong)
“Share(s)” means share(s) of par value of HK$0.10 each in the
capital of the Company
“Share Option Scheme” means the Share Option Scheme adopted by the
Company on 14 December 2001
“Shareholder(s)” means holders of the Shares
DEFINITIONS
–1–
“Stock Exchange” means The Stock Exchange of Hong Kong Limited
“Subsidiary” means a subsidiary within the meaning of the
Companies Ordinance (Chapter 32 of the Laws of Hong
Kong) for the time being of the Company whether
incorporated in Hong Kong or elsewhere and
“Subsidiaries” shall be construed accordingly
“Takeovers Code” means the Hong Kong Code on Takeovers and Mergers
“&#%8221; per cent.
DEFINITIONS
–2–
LEE & MAN HOLDING LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 746)
Executive Directors:
Wai Siu Kee (Chairman)
Poon Lai Ming
Lee Marina Man Wai
Lee Man Yan
Independent Non-executive Directors:
Heng Kwoo Seng
Wan Chi Keung, Aaron JP
Wong Kai Tung, Tony
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Principal Place of Business in Hong Kong:
8th Floor, Liven House
61-63 King Yip Street
Kwun Tong
Kowloon
Hong Kong
To Shareholders of the Company 24 April 2007
Dear Sir or Madam,
NOTICE OF ANNUAL GENERAL MEETING
PROPOSALS FOR GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES
RE-ELECTION OF DIRECTORS
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be
proposed at the AGM to be held at Ballroom B, 2nd Floor, Langham Hotel Hong Kong, 8
Peking Road, Tsimshatsui, Kowloon, Hong Kong, on 21 May 2007 at 11:45 a.m. which,
upon approval, would enable the Company to, among other things:
(a) repurchase Shares not exceeding 10% of the aggregate nominal value of the Shares in
issue as at the date of passing such resolution;
(b) issue new Shares equivalent to 20% of the Shares in issue on the date of passing the
relevant resolution and add those Shares repurchased by the Company pursuant to the
Repurchase Mandate set out in (a) above; and
for identification purposes only
LETTER FROM THE BOARD OF DIRECTORS
–3–
(c) re-elect certain directors of the Company.
PROPOSED GENERAL MANDATE AND REPURCHASE MANDATE
At the AGM, it will be proposed, by way of ordinary resolutions, that the Directors be given
general mandates to (i) repurchase Shares, the aggregate nominal amount of which does not
exceed 10% of the aggregate nominal amount of the issued share capital of the Company as
at the date of passing the ordinary resolution; and (ii) allot, issue and otherwise deal with
Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of
the Company on the date of the passing of the ordinary resolution and the nominal amount
of any Shares repurchased by the Company (up to a maximum of 10% of the aggregate
nominal amount of the Company’s issued share capital as at the date of passing the ordinary
resolution). Any issue of new Shares is subject to approval from the Stock Exchange for the
listing of and permission to deal in such new Shares.
It is proposed that general mandate be granted to allot and issue additional shares in the
Company not exceeding 20% of its issued share capital. On the basis of 825,000,000 Shares
in issue as of the Latest Practical Date and assuming no further Shares will be allotted and
issued prior to the AGM, the maximum number of shares to be issued under the proposed
general mandate is 165,000,000 Shares.
An explanatory statement containing information relating to the Repurchase Mandate and as
required pursuant to the Listing Rules, in particular Rule 10.06(1)(b), is set out on pages 6
to 8 to this circular. This explanatory statement provides you with information reasonably
necessary to enable you to make an informed decision on whether to vote for or against the
resolution relating to the Repurchase Mandate.
PROPOSED RE-ELECTION OF CERTAIN DIRECTORS
In accordance with article 86(3) and article 87(1) of the articles of association of the
Company, each of Ms. Lee Marina Man Wai and Mr. Heng Kwoo Seng will retire at the
AGM and, being eligible, will each offer himself or herself for re-election.
THE AGM
The following are the details of the AGM:–
Date: 21 May 2007
Time: 11:45 a.m.
Venue: Ballroom B, 2nd Floor, Langham Hotel Hong Kong, 8 Peking Road, Tsimshatsui,
Kowloon, Hong Kong
The Notice is set out on pages 11 and 14 of this circular. A form of proxy for use at the
AGM is enclosed. If you do not intend to attend the AGM, you are requested to complete
the enclosed form of proxy in accordance with the instructions printed thereon and deposit it
with the Company’s Hong Kong branch share registrar, Secretaries Limited, 26/F., Tesbury
LETTER FROM THE BOARD OF DIRECTORS
–4–
Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event so as to
arrive not less than 48 hours before the time appointed for holding the AGM. The return of
a form of proxy will not preclude you from attending and voting in person at the AGM (or
any adjournment thereof) should you so desire.
POLL PROCEDURE
Where a resolution is put to the vote at the AGM, the resolution 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 the AGM; or
(b) by at least three Shareholders present in person or in the case of a Shareholder being a
corporation by its duly authorized representative or by proxy for the time being entitled
to vote at the AGM; or
(c) by a Shareholder or Shareholders present in person or in the case of a Shareholder
being a corporation by its duly authorized representative or by proxy and representing
not less than one-tenth of the total voting rights of all Shareholders having the right to
vote at the AGM; or
(d) by a Shareholder or Shareholders present in person or in the case of a Shareholder
being a corporation by its duly authorized representative or by proxy and holding
Shares conferring a right to vote at the AGM 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.
On a poll votes may be given either personally or by proxy.
RECOMMENDATION
The Directors consider that the proposals referred to in this circular are in the best interests
of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all
Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
Yours faithfully,
For and on behalf of
Lee & Man Holding Limited
Ms. Wai Siu Kee
Chairman
LETTER FROM THE BOARD OF DIRECTORS
–5–
This is an explanatory statement given to all Shareholders relating to a resolution to be
proposed at the AGM authorizing the Repurchase Mandate.
This explanatory statement contains all reasonable information required pursuant to Rule
10.06(1)(b) of the Listing Rules which are set out as follows:
1. EXERCISE OF THE REPURCHASE MANDATE
As at the Latest Practicable Date, the issued ordinary share capital of the Company
comprised 825,000,000 Shares.
Subject to the passing of Ordinary Resolution No. 3(ii) at the AGM and on the basis
that no further Shares are issued or repurchased prior to the AGM nor outstanding
options, if any, granted under the Share Option Scheme being exercised, the Company
would be allowed under the Repurchase Mandate to repurchase a maximum of
82,500,000 Shares.
2. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and Shareholders
as a whole for the Directors to have a general authority from Shareholders to enable
the Company to repurchase Shares in the market. Repurchases of Shares will only be
made when the Directors believe that such a repurchase will benefit the Company and
Shareholders as a whole. Such repurchases may, depending on the market conditions
and funding arrangements at the time, lead to an enhancement of the net value of the
Company and its assets and/or its earnings per share and will only be made when the
Directors believe that such repurchases will benefit the Company and Shareholders as a
whole.
3. FUNDING OF REPURCHASES
Any repurchases may only be effected out of funds of the Company legally available
for the purposes in accordance with the Company’s memorandum of association and
articles of association and the applicable laws of the Cayman Islands. A listed company
may not repurchase its own shares on the Stock Exchange for a consideration other
than cash or for settlement otherwise than in accordance with the trading rules of the
Stock Exchange from time to time.
It is presently proposed that any repurchase of Shares would be made out of profits of
the Company or distribution or out of the proceeds of a fresh issue of Shares made for
the purpose or, if so authorized by the articles of association of the Company and
subject to the provisions of the Companies Law (2003 Revision) of the Cayman
Islands, out of capital. Any premium payable on such repurchase must be provided for
out of the profits of the Company or out of the share premium account of the Company
or, if so authorized by the articles of association of the Company and subject to the
provisions of the Companies Law (2003 revision) of the Cayman Islands, out of
capital.
APPENDIX I EXPLANATORY STATEMENT
–6–
4. STATUS OF REPURCHASED SHARES
The Listing Rules provide that the listing of all repurchased shares is automatically
cancelled and that the certificates for those shares must be cancelled and destroyed.
Under the law of the Cayman Islands, a company’s repurchased shares shall be treated
as cancelled and its issued share capital (but not the authorized share capital) will be
reduced accordingly.
5. EFFECT OF EXERCISE OF THE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or gearing position of
the Company (as compared with the position disclosed in the audited financial
statements contained in the annual report for the year ended 31 December 2006) in the
event that the Repurchase Mandate is exercised in full. However, the Directors do not
propose to exercise the Repurchase Mandate to such an extent as would, in the
circumstances, have a material adverse effect on the working capital requirements of
the Company or the gearing levels which in the opinion of the Directors are from time
to time appropriate for the Company.
6. DISCLOSURE OF INTERESTS
None of the Directors and, to the best of their knowledge, having made all reasonable
enquiries, none of their respective Associates, have any present intention, if the
Repurchase Mandate is exercised, to sell any Shares to the Company.
No connected person (as defined in the Listing Rules) has notified the Company that
he has a present intention to sell Shares to the Company if the Repurchase Mandate is
exercised and neither has any of the connected persons undertaken not to sell his
Shares to the Company in the event the Repurchase Mandate is exercised.
7. DIRECTORS’ UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be
applicable, they will exercise the Repurchase Mandate in accordance with the Listing
Rules and the applicable laws of the Cayman Islands.
8. TAKEOVERS CODE CONSEQUENCES
If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the
voting rights of the Company increases, such increase will be treated as an acquisition
for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of
Shareholders acting in concert, depending on the level of increase in the Shareholder’s
interests, may obtain or consolidate control of the Company and become obliged to
make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code. The
Directors are not aware of any consequences which could arise under the Takeovers
Code as a consequence of any repurchases pursuant to the Repurchase Mandate.
APPENDIX I EXPLANATORY STATEMENT
–7–
As at the Latest Practicable Date, Fortune Star Tradings Ltd., which is the controlling
shareholder of the Company, held approximately 75% of the Shares issued by the
Company. As at the Latest Practicable Date, the Directors are not aware of any
consequences for Fortune Star Tradings Ltd. under the Takeovers Code as a result,
solely, of the Directors exercising the Repurchase Mandate in full. However, if the
Repurchase Mandate is exercised in full, the amount of Shares held by Fortune Star
Tradings Ltd. will increase to approximately 83.33% and the amount of Shares held by
the public will be reduced to less than 25% of the total issued share capital of the
Company respectively. The Directors have no intention to repurchase Shares to such an
extent which will result in the amount of Shares held by the public being reduced to
less than 25%.
9. SHARE PURCHASE MADE BY THE COMPANY
No repurchases of securities have been made by the Company in the previous six
months, whether on the Stock Exchange or otherwise.
10. SHARE PRICES
The highest and lowest prices of the Shares as quoted by the Stock Exchange in each
of the previous twelve months before the Latest Practicable Date were as follows:
Shares
Highest Lowest
HK$ HK$
2006
April 1.14 0.90
May 1.10 0.98
June 1.02 0.88
July 0.92 0.86
August 0.98 0.85
September 1.11 0.94
October 1.20 0.99
November 1.99 1.19
December 1.95 1.52
2007
January 1.94 1.71
February 1.79 1.62
March 1.68 1.47
APPENDIX I EXPLANATORY STATEMENT
–8–
Pursuant to the articles of association of the Company, the details of the Directors who are
required to retire at the AGM according to the articles and who, being eligible, offer
themselves for re-election at the AGM are as follows:
(1) Ms. Lee Marina Man Wai – Executive Director
Ms. Lee Marina Man Wai, aged 35, is an executive director. She joined the Group in
1993. She graduated from the University of British Columbia, Canada with a
Bachelor’s degree in arts. She is responsible for marketing and development of the
business in the United States market. Ms. Lee is a sister of Mr. Lee Man Yan (another
executive director of the Company).
Ms. Lee entered into a service agreement with the Company on 1 September 2005 for
3 years unless and until terminated by either the Company or Ms. Lee giving to the
other not less than 3 months’ notice in writing or payment of salary in lieu of notice to
terminate the service agreement. Pursuant to the service agreement with Ms. Lee, she is
entitled to receive an annual remuneration of HK$506,640 and a discretionary bonus of
an amount to be determined by the majority of the Directors provided that the total
amount of bonus payable to all the Directors for such year shall not exceed 10% of the
consolidated profit after taxation of the Group for the relevant year. For the year ended
31 December 2006, Ms. Lee received total remuneration of HK$560,860 from the
Group. The Company’s policy on remuneration for executive directors is based on that
Director’s experience, responsibility, workload and the time devoted to the Group.
As at the Latest Practicable Date, 618,750,000 Shares were held by Fortune Star
Tradings Ltd., a company wholly-owned by Trustcorp Limited as trustee for The
Fortune Star 1992 Trust, a discretionary trust the discretionary objects of which include
Ms. Lee. As at the Latest Practicable Date and save as disclosed herein, Ms. Lee was
not interested or deemed to be interest in the Shares or underlying Shares of the
Company in accordance with the meaning of Part XV of the SFO.
(2) Mr. Heng Kwoo Seng – Independent Non-executive Director
Mr. Heng Kwoo Seng, aged 59, is an independent non-executive director. He is the
managing partner of Morison Heng, Chartered Accountants and Certified Public
Accountants in Hong Kong. He is a fellow member of the Institute of Chartered
Accountants in England and Wales, and an associate member of the Hong Kong
Institute of Certified Public Accountants. He is currently an independent non-executive
director of seven other listed companies including Lee & Man Paper Manufacturing
Limited, another listed company which is also a subsidiary of Trustcorp Limited, the
controlling shareholder of the Company. He is also a company secretary of two other
listed company.
Mr. Heng was appointed as an independent non-executive director commencing on 3
November 2003. Mr. Heng entered into a letter of appointment with the Company on
16 August 2004 for 1 year and which term shall continue unless and until terminated
by either the Company or Mr. Heng giving to the other not less than 3 months’ notice
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE AGM
–9–
in writing to terminate the appointment. It was agreed that Mr. Heng is entitled to
receive an annual remuneration of HK$80,000 and is determined based on the market
rate and his anticipated time, effort and expertise to be exercised on the company’s
affairs.
Other than his appointment as an independent non-executive director and save for his
directorship of Lee & Man Paper Manufacturing Limited (another listed company
which is also a subsidiary of Trustcorp Limited, the controlling shareholder of the
Company), Mr. Heng confirms that he does not have any conflict of interest as per the
requirements of Rule 3.13 of the Listing Rules which would render him unsuitable as
an independent non-executive director.
Other than that mentioned above, Mr. Heng does not have any relationship with any
directors, members of the senior management or substantial/controlling shareholders of
the Company.
In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable
Date, Mr. Heng was not interested or deemed to be interested in any Shares or
underlying Shares.
Saved as disclosed above, there is no information relating to Ms. Lee Marina Man Wai and
Mr. Heng Kwoo Seng that is required to be disclosed pursuant to Rules 13.51(2)(h) to
13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to
the attention of the Shareholders.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE AGM
–10–
LEE & MAN HOLDING LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 746)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an Annual General Meeting (“AGM”) of Lee & Man
Holding Limited (the “Company”) will be held at Ballroom B, 2nd Floor, Langham Hotel,
Hong Kong, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong, on 21 May 2007 at 11:45
a.m. for the following purposes:
As ordinary business, to consider and if thought fit, pass the following resolutions as
ordinary resolutions and special resolution:
ORDINARY RESOLUTIONS
1. to receive, consider and adopt the audited financial statements and the reports of the
directors and of the auditors of the Company for the year ended 31 December 2006;
2. (i) to declare a final dividend for the year ended 31 December 2006;
(ii) to re-elect Ms. Lee Marina Man Wai as an executive director of the Company;
(iii) to re-elect Mr. Heng Kwoo Seng as an independent non-executive director of the
Company;
(iv) to authorize the board of directors of the Company to fix the remuneration of all
directors of the Company, including those who are re-elected at the AGM,
provided that the total amount (excluding bonuses in favour of executive
directors) shall not exceed the amount of HK$5,000,000 for the year ending 31
December 2007 and bonuses in favour of executive directors to be decided by the
majority of the board of directors of the Company provided that the total amount
of bonus payable to all the directors in respect of any one financial year shall not
exceed 10% of the consolidated profit after taxation of the Group for the relevant
year;
(v) to re-appoint auditors for the ensuing year and authorize the board of directors of
the Company to fix their remuneration; and
for identification purposes only
NOTICE OF ANNUAL GENERAL MEETING
–11–
As special business, to consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
3. (i) “THAT:–
(a) subject to paragraph (c), the exercise by the board of directors of the
Company during the Relevant Period (as hereinafter defined) of all the
powers of the Company to allot, issue and deal with additional shares in the
capital of the Company and to make or grant offers, agreements and options
which might require the exercise of such power be and is hereby generally
and unconditionally approved;
(b) the approval in paragraph (a) shall authorize the board of directors of the
Company during the Relevant Period to make or grant offers, agreements
and options 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 board of directors of the Company pursuant to the
approval in paragraph (a), otherwise than pursuant to a Rights Issue (as
hereinafter defined) or the exercise of the subscription rights under the share
option scheme of the Company adopted on 14 December 2001, shall not
exceed 20% of the aggregate nominal amount of the share capital of the
Company in issue as at the date of this resolution and the said approval shall
be limited accordingly; and
(d) for the purpose of this resolution:–
“Relevant Period” means the period from the passing of this resolution until
whichever is the 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 articles of association of the
Company or any applicable law of the Cayman Islands to be held; and
(III) the revocation or variation of this resolution by an ordinary resolution
of the shareholders of the Company in a general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the board
of directors of the Company to shareholders of the Company on the register
on a fixed record date in proportion to their then holdings of such shares
(subject to such exclusion or other arrangements as the board of directors of
the Company may deem necessary or expedient in relation to fractional
NOTICE OF ANNUAL GENERAL MEETING
–12–
entitlements or having regard to any restrictions or obligations under the
laws of, or the requirements of any recognized regulatory body or any stock
exchange in any territory outside Hong Kong).”
(ii) “THAT:–
(a) the exercise by the board of directors of the Company during the Relevant
Period of all powers of the Company to purchase its own shares, subject to
and in accordance with all applicable laws and the requirements of the Rules
Governing the Listing of Securities on the Stock Exchange, be and is hereby
generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company to be purchased by
the Company pursuant to the approval in paragraph (a) during the Relevant
Period shall not exceed 10% of the aggregate nominal amount of the share
capital of the Company in issue as at the date of the passing of this
resolution and the authority pursuant to paragraph (a) of this resolution shall
be limited accordingly; and
(c) for the purpose of this resolution,
“Relevant Period” means the period from the date of 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 to be held by any other applicable
law of the Cayman Islands or the articles of association of the
Company; and
(III) the revocation or variation of this resolution of the Shareholders in
general meeting.”
(iii) “THAT conditional upon resolution number 3(ii) above being passed, the
aggregate nominal amount of the number of shares in the capital of the Company
which are repurchased by the Company under the authority granted to the board
of directors of the Company as mentioned in resolution number 3(ii) above 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 board of directors of
the Company pursuant to resolution number 3(i) above.”
By Order of the Board
Ms. Wong Yuet Ming
Company Secretary
Hong Kong, 24 April 2007
NOTICE OF ANNUAL GENERAL MEETING
–13–
Principal place of business:
8th Floor Liven House
61-63 King Yip Street
Kwun Tong
Kowloon
Hong Kong
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
As at the date of this notice, the board of directors of the Company comprises four
executive directors, namely Ms. Wai Siu Kee, Ms. Poon Lai Ming, Ms. Lee Marina Man Wai
and Mr. Lee Man Yan, and three independent non-executive directors, namely Mr. Heng
Kwoo Seng, Mr. Wan Chi Keung, Aaron JP and Mr. Wong Kai Tung, Tony.
Notes:
1. Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and
vote in his stead in accordance with the articles of association of the Company. A proxy need not be a
member of the Company.
2. Where there are joint registered holders of any share, 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 shall be present at the meeting personally or by proxy, that one of the holders so
present 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. The form of proxy and the power of attorney or other authority, if any, under which it is signed or a
certified copy of such power of attorney or authority must be deposited at the Company’s Hong Kong
branch share registrar, Secretaries Limited, 26/F., Tesbury Center, 28 Queen’s Road East, Hong Kong not
less than 48 hours before the time for holding the AGM, and in default the form of proxy shall not be
treated as valid. The completion and return of the form of proxy shall not preclude members from attending
and voting in person at the AGM (or any adjourned meeting thereof) should they so wish.
4. In accordance with the Company’s articles of association, the following categories of members may demand
that the vote in respect of any resolution to be put to the general meeting should be taken on a poll:
(a) at least three members present in person or in the case of a member being a corporation by its duly
authorized representative or by proxy for the time being entitled to vote at the meeting; or
(b) any member or members present in person or in the case of a member being a corporation by its duly
authorized representative or by proxy and representing not less than one-tenth of the total voting
rights of all the members having the right to vote at the meeting; or
(c) any member or members present in person or in the case of a member being a corporation by its duly
authorized 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 the shares conferring that right; or
(d) the chairman of such meeting.
A poll may be so demanded before or on the declaration of the result of the show of hands.
NOTICE OF ANNUAL GENERAL MEETING
–14–
