you should consult a stockbroker or other registered dealer in securities, bank manager,
solicitor, professional accountant or other professional adviser.
If you have sold or otherwise transferred all your shares in Pacific Basin Shipping
Limited, you should at once hand this circular to the purchaser(s) or the transferee(s) or to
the bank, stockbroker or other agent through whom the sale or transfer was effected for
transmission to the purchaser(s) or the transferee(s).
(incorporated in Bermuda with limited liability)
(Stock Code: 2343)
DISCLOSEABLE TRANSACTION:
ACQUISITION OF A VESSEL TO BE CONSTRUCTED
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
11 January 2008
Page
DEFINITIONS ..................................................... 1
LETTER FROM THE BOARD OF DIRECTORS
INTRODUCTION ................................................ 4
BACKGROUND ................................................. 5
THEMOA ..................................................... 6
REASONS FOR THE TRANSACTION ............................... 8
THE FLEET .................................................... 9
REASONS FOR THE CIRCULAR ................................... 9
FURTHER INFORMATION ........................................ 10
APPENDIX – GENERAL INFORMATION ........................
| 11 |
| CONTENTS |
| –i– |
In this circular, the following expressions have the following meanings unless the
context requires otherwise:
“Board” means the board of directors of the Company;
“Bonds” means the US$390,000,000 3.3% Guaranteed
Convertible Bonds due 2013 issued by PB Issuer
Limited on 20 December 2007, which are
unconditionally and irrevocably guaranteed by the
Company and convertible into Shares at an initial
conversion price of HK$19.28 per Share and are listed
on the Stock Exchange under Stock Code 1606;
“Company” or “Pacific Basin” means Pacific Basin Shipping Limited, a limited
company incorporated in Bermuda with limited
liability, whose shares are listed on the main board of
the Stock Exchange;
“Directors” means the directors of the Company;
“dwt” means deadweight tonnes, the unit of measurement of
weight capacity of vessels, which is the total weight
(usually in metric tonnes) the ship can carry, including
cargo, bunkers, water, stores, spares, crew etc. at a
specified draft;
“Forward Contracts” means the forward foreign exchange contracts the
Company entered into with a bank with the objective to
mitigate the risks arising from the fluctuation of
exchange rates between US Dollars and Japanese Yen
during the construction of the Vessel, under which the
Company will, in aggregate, buy JPY5,100,000,000 and
simultaneously sell approximately US$45,737,000. The
settlement dates are set according to the payment terms
of the MOA;
“Group” means the Company and its subsidiaries, which are
principally engaged in the provision of marine
transportation and logistical support services;
“Hong Kong” means the Hong Kong Special Administrative Region
of the People’s Republic of China;
“HK Dollars” or “HK$” means Hong Kong dollars, the lawful currency of Hong
Kong;
DEFINITIONS
– 1 –
“IHC Pool” the International Handybulk Carriers Pool, established
in October 2001, which is a contractual arrangement
for the sharing of revenue earned by vessels entered
into by its members. The IHC Pool is operated by
International Handybulk Carriers Limited, a
wholly-owned subsidiary of the Company;
“IHX Pool” the International Handymax Carriers Pool, established
in July 2006, which is a contractual arrangement for
the sharing of revenue earned by vessels entered into
by its members. The IHX Pool is operated by
International Handymax Carriers Limited, a
wholly-owned subsidiary of the Company;
“Japanese Yen” or “JPY” means Japanese yen, the lawful currency of Japan;
“Latest Practicable Date” means 9 January 2008, being the latest practicable date
prior to the printing of this circular for ascertaining
certain information contained herein;
“Listing Rules” means The Rules Governing the Listing of Securities
on the Stock Exchange;
“Long Term Incentive Scheme” means the share option scheme adopted by the
Company on 17 June 2004 and amended and re-named
the long term incentive scheme pursuant to a resolution
passed by Shareholders at a special general meeting on
8 June 2005;
“MOA” means the legally binding unconditional Memorandum
of Agreement dated 21 December 2007 entered into
between Summer Flourish Limited and the Seller for
the acquisition of the Vessel by Summer Flourish
Limited;
“Seller” K.Y. Sea Shipping S.A.;
“Shares” means ordinary shares of US$0.10 each in the share
capital of the Company;
“Shareholders” means the shareholders of the Company;
“Stock Exchange” means S-H546
currently constructed and equipped by a shipyard in
Japan with an expected delivery on or before 30 April
2008.
DEFINITIONS
– 3 –
(incorporated in Bermuda with limited liability)
(Stock Code: 2343)
Executive Directors:
Christopher Richard Buttery
Richard Maurice Hext
Klaus Nyborg
Wang Chunlin
Jan Rindbo
Non-Executive Directors:
Daniel Rochfort Bradshaw
Dr. Lee Kwok Yin, Simon
Independent Non-Executive Directors:
David Muir Turnbull
Robert Charles Nicholson
Patrick Blackwell Paul
Allister George Morrison
(also known as Alasdair Morrison)
Registered Office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Hong Kong Principal Office:
7th Floor, Hutchison House
10 Harcourt Road
Central
Hong Kong
11 January 2008
To the Shareholders
Dear Sir or Madam
DISCLOSEABLE TRANSACTION:
ACQUISITION OF A VESSEL TO BE CONSTRUCTED
INTRODUCTION
On 21 December 2007, the Directors announced that an indirect wholly-owned
subsidiary of the Company entered into the MOA with K.Y. Sea Shipping S.A. (the “Seller”)
to acquire from it a newbuilding handysize vessel (the “Vessel”) for a consideration of
JPY5,100,000,000 or approximately US$45,737,000 (approximately HK$356,748,600). The
Vessel is currently constructed and equipped by a shipyard in Japan, with an expected
delivery on or before 30 April 2008.
LETTER FROM THE BOARD OF DIRECTORS
– 4 –
Principal terms of the MOA are set out below in this circular.
The acquisition of the Vessel is the result of the close relationship between the
Company and the Seller, enabling the Company to secure this off-market purchase
opportunity.
Such acquisition will enable the Company to secure a newbuilding vessel for its
handysize fleet. The Directors consider the acquisition to be attractive taking into account
the competitive US Dollar equivalent price achieved and the early delivery position of the
Vessel and it is consistent with the Company’s strategy of maintaining a large, modern fleet
of handysize vessels.
As the ultimate beneficial owner of the Seller is the same as that of Giant Line Inc.,
S.A. from whom the Company acquired a newbuilding handysize vessel as previously
disclosed in our announcement dated 13 February 2007, the transaction contemplated under
the MOA, only when aggregated with this previously announced discloseable transaction,
constitutes a discloseable transaction of the Company under the Listing Rules. This
document constitutes the circular which the Company is required to send to you pursuant to
the Listing Rules in relation to the transaction under the MOA.
BACKGROUND
On 21 December 2007, Summer Flourish Limited, an indirect wholly-owned subsidiary
of the Company entered into the MOA as buyer with K.Y. Sea Shipping S.A. as seller to
acquire from it a newbuilding handysize vessel for a consideration of JPY5,100,000,000 or
approximately US$45,737,000 (approximately HK$356,748,600). The Vessel is currently
constructed and equipped by a shipyard in Japan, with an expected delivery on or before 30
April 2008. Principal terms of the MOA are set out below.
LETTER FROM THE BOARD OF DIRECTORS
– 5 –
THE MOA
The MOA is legally binding and its terms and conditions are described below:
Date : 21 December 2007
Parties : Purchaser : Summer Flourish Limited, which is an
indirect wholly-owned subsidiary of the
Company.
Seller : K.Y. Sea Shipping S.A., which, to the best
of the Directors’ knowledge, information
and belief having made all reasonable
enquiry, together with its ultimate beneficial
owner, are not connected persons (as
defined in the Listing Rules) of the
Company and are third parties independent
of the Company and connected persons (as
defined in the Listing Rules) of the
Company. As far as the Directors are
aware, having made all reasonable enquiry,
the principal business activity of the Seller
is the owning of shipping vessels (including
the Vessel) and the principal business
activity of the ultimate beneficial owner of
the Seller is the owning and operating of
shipping vessels.
To the best of the Directors’ knowledge,
information and belief, having made all
reasonable enquiry, save for the transactions
respectively disclosed in this circular and in
the announcement dated 13 February 2007
in relation to the purchase of a newbuilding
handysize vessel, the Company has not
entered into any transaction with the Seller
or its ultimate beneficial owner or with
parties connected or otherwise associated
with one another and there are no other
relationships amongst the Seller or its
ultimate beneficial owner with whom the
Company has entered into any transaction
to acquire, dispose of, or charter in vessels
during the 12 months prior to the date of
the MOA.
LETTER FROM THE BOARD OF DIRECTORS
– 6 –
Asset to be acquired : A newbuilding handysize dry bulk carrier of approximately
28,050dwt. The Vessel, with hull no. S-H546, is currently
constructed and equipped by a shipyard in Japan, with an
expected delivery on or before 30 April 2008. The Company
currently intends to operate the Vessel upon its delivery.
Consideration : JPY5,100,000,000, or approximately US$45,737,000
(approximately HK$356,748,600).
Pursuant to the MOA, the consideration for the Vessel is
denominated in Japanese Yen. The above consideration in
US Dollars is converted according to the forward exchange
rates stipulated in the Forward Contracts, which have been
entered into by the Company with the objective to mitigate
the risks arising from the fluctuation of exchange rates
between US Dollars and Japanese Yen during the
construction of the Vessel. The settlement dates of the
Forward Contracts are set according to the payment terms of
the MOA.
The consideration in US Dollar equivalent is considered by
the Directors to be competitive. Such consideration was
determined by reference to market intelligence the Company
has gathered from shipbrokers and its own analysis of
recently concluded sale and purchase transactions of
newbuildings of comparable size and year of delivery in the
market, and after arm’s length negotiation between the
parties. However, as is commonly the case in the dry bulk
carrier market, there have not been any recently published
sales by third party vendors of newbuildings of the exact
size and year of scheduled delivery of the Vessel from
which to make a direct comparison. In addition, no third
party valuation has been performed on the Vessel.
The Directors believe that such consideration, which was
determined after arm’s length negotiation, on normal
commercial terms, is fair and reasonable so far as the
Company and the Shareholders are concerned and is in the
interests of the Company and the Shareholders as a whole.
Payment of the consideration of the Vessel will be satisfied
entirely in cash and the Company intends to fully fund the
consideration using the cash reserves of the Company.
LETTER FROM THE BOARD OF DIRECTORS
– 7 –
Payment terms : Under the MOA, 10% of the consideration, being
JPY510,000,000, or approximately US$4,523,000
(approximately HK$35,279,400), was paid after signing the
MOA, with the balance payable in 2008 upon the delivery
of the Vessel.
Guarantee : In connection with the purchase of the Vessel, PB Vessels
Holding Limited, a direct wholly-owned subsidiary of the
Company, has entered into a guarantee with the Seller to
guarantee the performance of Summer Flourish Limited of
all its obligations, duties and liabilities under the MOA.
Completion and
delivery
: Pursuant to the MOA, the latest date for completion is 30
April 2008 unless the parties otherwise agree. The Directors
currently expect that the completion and delivery of the
Vessel will take place on or before 30 April 2008.
Financial effects of the acquisition of the Vessel
Following the delivery of the Vessel, the Group’s fixed assets (owned vessels) will
increase by the amount of the consideration of approximately US$45,737,000 (approximately
HK$356,748,600). It is intended that the consideration of the Vessel will be fully satisfied
using the cash reserves of the Company. Hence, the Group’s current assets are expected to
reduce by US$45,737,000 (approximately HK$356,748,600).
The acquisition of the Vessel will enable the Company to secure an additional
newbuilding vessel for its handysize fleet, which the Directors consider will enhance the
earnings of the Group following the delivery of the Vessel.
REASONS FOR THE TRANSACTION
The Company is one of the world’s leading dry bulk shipping companies operating
principally in the Asia Pacific region. It has been seeking opportunities to acquire additional
handysize and handymax vessels to expand its fleet to meet growing customer demand and
to deliver sustainable growth and long-term shareholder value. With a large fleet of modern
vessels, Pacific Basin seeks to offer its customers a reliable service with a high degree of
scheduling flexibility whilst maintaining the Company’s operational efficiency.
The acquisition of the Vessel will enable the Company to secure a newbuilding vessel
for its handysize fleet. The Directors consider the acquisition to be attractive taking into
account the competitive US Dollar equivalent price achieved and the early delivery position
of the Vessel and it is consistent with the Company’s strategy of maintaining a large,
modern fleet of handysize vessels.
The Directors believe that the terms of the MOA, which were determined after arm’s
length negotiation, on normal commercial terms, are fair and reasonable so far as the
Company and the Shareholders are concerned, and the acquisition of the Vessel is in the
interests of the Company and the Shareholders as a whole.
LETTER FROM THE BOARD OF DIRECTORS
– 8 –
THE FLEET
Handysize Fleet
Following the delivery of a vessel in 2008 which the Company has agreed to charter-in
on a long-term basis, the Company’s core handysize fleet will comprise 64 vessels
(approximately 1.88 million dwt), including 16 owned vessels and 48 chartered-in vessels.
All handysize vessels, with the exception of one vessel, are employed in a mixture of
voyage charters and time charters through the IHC Pool. Outside the core handysize fleet,
the IHC Pool also operates a number of short-term chartered-in vessels, amounting to two
vessels as at the Latest Practicable Date.
In addition, following the signing of the MOA, the Company has 12 newbuilding
vessels on order (approximately 0.38 million dwt in aggregate), six of which are scheduled
to be delivered in 2008 and six in 2009. 11 of these newbuilding vessels will enter into the
Company’s owned fleet and the other vessel will enter into the Company’s chartered fleet
upon their respective deliveries.
Handymax Fleet
Following the delivery of two vessels in 2008 which the Company has agreed to
charter-in on a long-term basis, the Company’s core handymax fleet will comprise 15
vessels (approximately 0.76 million dwt), including three owned vessels and 12 chartered-in
vessels. All handymax vessels, with the exception of two vessels which are employed on
long-term time charters, are employed in a mixture of time charters and voyage charters
through the IHX Pool. Outside the core handymax fleet, the IHX Pool also operates a
number of short-term chartered-in vessels, amounting to 18 vessels as at the Latest
Practicable Date.
In addition, the Company has a newbuilding vessel on order (approximately 54,000dwt)
which will enter into the Company’s owned fleet in 2008 upon delivery.
Post Panamax Vessels on Order
The Company has placed an order for a post panamax newbuilding bulk carrier of
approximately 115,000dwt with an expected delivery in the third quarter of 2011. In
addition, the Company has a 50% interest in another post panamax newbuilding bulk carrier
of approximately 115,000dwt with an expected delivery in the first quarter of 2011 through
a joint venture.
REASONS FOR THE CIRCULAR
As the ultimate beneficial owner of the Seller is the same as that of Giant Line Inc.,
S.A. from whom the Company acquired a newbuilding handysize vessel as previously
disclosed in our announcement dated 13 February 2007, the transaction contemplated under
the MOA, only when aggregated with this previously announced discloseable transaction,
LETTER FROM THE BOARD OF DIRECTORS
– 9 –
constitutes a discloseable transaction of the Company under the Listing Rules. This
document constitutes the circular which the Company is required to send to you pursuant to
the Listing Rules in relation to the transaction under the MOA.
FURTHER INFORMATION
Your attention is also drawn to the additional information set out in the Appendix to
this circular.
Yours faithfully,
By Order of the Board
Andrew T. Broomhead
Company Secretary
Note: An exchange rate of US$1.00 to HK$7.80 has been used for the conversion of US Dollars into HK Dollars
for the purpose of this circular.
LETTER FROM THE BOARD OF DIRECTORS
– 10 –
1. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the
purpose of giving information with regard to the Company. The Directors collectively and
individually accept full responsibility for the accuracy of the information contained in this
circular and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, opinions expressed in this circular have been arrived at after due and
careful consideration and there are no other facts the omission of which would make any
statement herein misleading.
2. SHARE CAPITAL
Authorised and issued share capital
The authorised and issued share capital of the Company as at the Latest
Practicable Date:
Authorised: US$
3,600,000,000 shares (Shares of US$0.10 each) 360,000,000
Issued:
1,584,080,109 shares (Shares of US$0.10 each) 158,408,011
All the existing issued Shares rank pari passu in all respects including all rights
as to dividends, voting and interests in capital.
As at the Latest Practicable Date, save as the existing issued Shares and the
Bonds, no part of the share capital or debt securities of the Company are listed on or
dealt in any stock exchange other than the Stock Exchange and no application is being
made or is currently proposed to be sought for the Shares or debt securities of the
Company to be listed on or dealt in any other stock exchange.
APPENDIX GENERAL INFORMATION
– 11 –
3. DISCLOSURE OF INTERESTS
(i) Interests of Directors and Chief Executive
As at the Latest Practicable Date, the interests and short positions of each
Director and the Chief Executive of the Company in the Shares, underlying Shares and
debentures of the Company and its associated corporations (within the meaning of Part
XV of the Securities and Futures Ordinance (“SFO”)) which: (a) were required to be
notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part
XV of the SFO (including interests and short positions which they are taken or deemed
to have under such provisions of the SFO), or (b) were required to be entered in the
register kept by the Company pursuant to Section 352 of the SFO, or (c) were required
pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers
to be notified to the Company and the Stock Exchange, were as follows:
Long positions in the Shares, underlying Shares and debentures of the
Company
Name of Director
Corporate
interests
Personal
interests
Family
interests
Trust &
similar
interests
Number of
underlying
Shares
under
equity
derivatives
Total
Share
interests
Approximate
percentage
of issued
share
capital of
the
Company
Christopher R.
Buttery – − – 2,500,000
1
– 2,500,000 0.16%
Richard M. Hext – 2,612,994
2
– – – 2,612,994 0.16%
Dr. Lee Kwok Yin,
Simon – – – 96,860,847
3
– 96,860,847 6.11%
Daniel R. Bradshaw 386,417
4
– – – – 386,417 0.02%
Wang Chunlin – 1,170,000
5
– – – 1,170,000 0.07%
Klaus Nyborg – 2,200,000
6
– – – 2,200,000 0.14%
Jan Rindbo – 4,356,370
7
– – – 4,356,370 0.28%
Notes:
(1) 2,500,000 Shares are owned by Turnwell Limited. Mr. Buttery is deemed to be interested in
the entire share capital of Turnwell Limited under the SFO as its shares are held by a
discretionary trust set up by him and the discretionary objects of which include himself and his
family members.
(2) On 8 June 2005, 3,333,333 Shares in the form of restricted share awards were granted to Mr.
Hext pursuant to the Long Term Incentive Scheme. In relation to the 3,333,333 restricted share
awards, (i) 666,667 Shares have vested on 5 April 2006, (ii) 666,667 Shares have vested on 5
April 2007, (iii) 666,667 Shares will vest on 5 April 2008, (iv) 666,666 Shares will vest on 5
April 2009 and (v) 666,666 Shares will vest on 5 April 2010.
By a Restricted Share Award Agreement dated 20 March 2006, the 5 million share options
granted to Mr. Hext when he joined the Company as an executive Director on 5 April 2005
were cancelled and in their place he was granted 1,020,408 Shares on 28 March 2006 in the
form of restricted share awards, of which (i) 204,080 Shares have vested on 5 April 2006, (ii)
APPENDIX GENERAL INFORMATION
–12–
204,080 Shares have vested on 5 April 2007, (iii) 204,080 Shares will vest on 5 April 2008,
(iv) 204,080 Shares will vest on 5 April 2009 and (v) 204,088 Shares will vest on 5 April
2010.
As at the Latest Practicable Date, the balance of Shares held by Mr. Hext was 2,612,994
Shares.
(3) Out of the 96,860,847 Shares, 4,430,311 Shares, 21,973,536 Shares, 56,431,500 Shares and
14,025,500 Shares are beneficially owned by Asia Distribution Limited, Wellex Investment
Limited, Fortress Eagle Investment Limited and Invest Paradise International Limited
respectively. These companies are controlled by discretionary trusts established by Dr. Lee, the
discretionary objects of which include his family members.
(4) Mr. Bradshaw is a shareholder holding 100% and 50% of the issued share capital, respectively,
in Cormorant Shipping Limited and Goldeneye Shipping Limited. He beneficially owns
353,241 Shares via Cormorant Shipping Limited and is taken to be interested in the 33,176
Shares held by Goldeneye Shipping Limited.
(5) By a Restricted Share Award Agreement dated 9 March 2006, 550,000 Shares in the form of
restricted share awards were granted to Mr. Wang on 24 March 2006 pursuant to the Long
Term Incentive Scheme. 110,000 Shares have vested on 1 March 2007, and an equal amount of
110,000 Shares will vest on each of 1 March 2008, 2009, 2010 and 2011.
A further 730,000 Shares in the form of restricted share awards were granted to Mr. Wang
under a Restricted Share Award Agreement dated 11 May 2007, of which (i) 240,000 Shares
will vest on 14 July 2008, (ii) 240,000 Shares will vest on 14 July 2009, and (iii) 250,000
Shares will vest on 14 July 2010.
As at the Latest Practicable Date, the balance of Shares held by Mr. Wang was 1,170,000
Shares.
(6) Pursuant to the Long Term Incentive Scheme, 2,500,000 Shares in the form of restricted share
awards were granted to Mr. Nyborg on 19 September 2006. 500,000 Shares have vested on 19
September 2006, and an equal amount of 500,000 Shares will vest on each of 4 September
2008, 2009, 2010 and 2011.
As at the Latest Practicable Date, the balance of Shares held by Mr. Nyborg was 2,200,000
Shares.
(7) The personal interests of Mr. Rindbo constitute 3,326,370 Shares and 1,030,000 Shares in the
form of restricted share awards granted to him pursuant to the Long Term Incentive Scheme
under a Restricted Share Award Agreement dated 11 May 2007, of which (i) 340,000 Shares
will vest on 14 July 2008, (ii) 340,000 Shares will vest on 14 July 2009, and (iii) 350,000
Shares will vest on 14 July 2010.
Saved as disclosed, none of the Directors or the Chief Executive of the Company,
as at the Latest Practicable Date, had an interest and short positions in the Shares,
underlying Shares and debentures of the Company and its associated corporations
(within the meaning of Part XV of the SFO) which: (a) were required to be notified to
the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the
SFO (including interests and short positions which they are taken or deemed to have
under such provisions of the SFO), or (b) were required to be entered in the register
kept by the Company pursuant to Section 352 of the SFO, or (c) were required
pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers
to be notified to the Company and the Stock Exchange.
APPENDIX GENERAL INFORMATION
– 13 –
(ii) Interests of Shareholders discloseable pursuant to the SFO
As at the Latest Practicable Date, so far as is known to the Directors or the Chief
Executive of the Company, each of the following parties, other than a Director or Chief
Executive of the Company, had an interest or short position in the Shares and
underlying Shares of the Company which would fall to be disclosed to the Company
under Divisions 2 and 3 of Part XV of the SFO, or, who is, directly or indirectly,
interested in 10% or more of the nominal value of any class of share capital carrying
rights to vote in all circumstances at general meetings of any member of the Group:
Name
Capacity/Nature
of interest
Number of
Shares
Approximate
percentage of
issued share
capital of the
Company
BNP Paribas Jersey
Trust Corporation
Limited
1
Trustee 96,860,847 6.11%
Dr. Lee Kwok Yin,
Simon
2
Founder of a
discretionary trust
96,860,847 6.11%
JP Morgan Chase &
Co.
Beneficial owner,
investment
manager and
approved lending
agent
140,206,607
3
7,372,000
4
8.85%
3
0.47%
4
Morgan Stanley Interest of
corporations
controlled
88,173,079
3
35,203,002
4
5.57%
3
2.22%
4
Notes:
(1) The Shares held by BNP Paribas Jersey Trust Corporation Limited are held in the capacity of a
trustee for discretionary trusts established by Dr. Lee, a Director of the Company.
(2) The interests stated represent long positions; no short positions were recorded in the register
maintained under Section 336 of the SFO as at the Latest Practicable Date.
(3) The interests stated represent long positions.
(4) The interests stated represent short positions.
APPENDIX GENERAL INFORMATION
– 14 –
Saved as disclosed, the Directors and the Chief Executive of the Company are not
aware that there is any party who, as at the Latest Practicable Date, had an interest or
short position in the Shares and underlying Shares of the Company which would fall to
be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO, or, who
is, directly or indirectly, interested in 10% or more of the nominal value of any class of
share capital carrying rights to vote in all circumstances at general meetings of any
other member of the Group.
4. SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had any service contract with
the Company or any of its subsidiaries which is not expiring or determinable by the Group
within one year without payment of compensation, other than statutory compensation.
5. LITIGATION
As at the Latest Practicable Date, neither the Company nor any of its subsidiaries is
engaged in any litigation or arbitration of material importance and no litigation or claim of
material importance is known to the Directors to be pending or threatened by or against any
member of the Group.
6. COMPETING INTERESTS
None of the Directors or their respective associates has an interest in a business which
competes either directly or indirectly with the business of the Group.
7. MISCELLANEOUS
(i) The company secretary and the qualified accountant of the Company is Andrew
Thomas Broomhead. He is a Fellow of both the Hong Kong Institute of Certified
Public Accountants and the Institute of Chartered Accountants in England and
Wales.
(ii) The registered office of the Company is Clarendon House, 2 Church Street,
Hamilton HM11, Bermuda. The head office and principal place of business of the
Company is at 7th Floor, Hutchison House, 10 Harcourt Road, Central, Hong
Kong.
(iii) The principal share registrar and transfer office is Butterfield Fund Services
(Bermuda) Limited, Rosebank Centre, 11 Bermudiana Road, Pembroke, HM08,
Bermuda.
(iv) The English text of this circular shall prevail over the Chinese text in case of any
inconsistency.
APPENDIX GENERAL INFORMATION
– 15 –
