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 Perennial International Limited, you should at
once hand this circular together with 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.
PERENNIAL INTERNATIONAL LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 725)
PROPOSALS INVOLVING
GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
AND
RE-ELECTION OF DIRECTORS
A notice convening the annual general meeting of Perennial International Limited to be held at
Units 2002-2006, 20th Floor, Greenfield Tower, Concordia Plaza, 1 Science Museum Road,
Tsimshatsui, Kowloon, Hong Kong on Thursday, 26 April 2007 at 10:00 a.m. is set out on pages
12 to 15 of this circular.
Whether or not you are able to attend such meeting, you are requested to complete the
accompanying form of proxy in accordance with the instructions printed thereon and return it to
the branch share registrars of Perennial International Limited in Hong Kong, Hong Kong
Registrars Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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. Completion and return of the form of proxy will
not preclude you from attending and voting in person at the meeting or any adjournment thereof
should you so wish.
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
30 March 2007
Page
DEFINITIONS ...................................................... 1
LETTER FROM THE BOARD
Introduction ..................................................... 2
Proposed General Mandates to Issue and Repurchase Shares ................ 3
Re-election of Directors............................................ 4
Annual General Meeting ........................................... 4
Recommendation ................................................. 5
General ........................................................ 5
APPENDIX I – EXPLANATORY STATEMENT FOR
THE REPURCHASE MANDATE ....................... 6
APPENDIX II – DETAILS OF DIRECTORS STANDING FOR
RE-ELECTION ..................................... 9
NOTICE OF ANNUAL GENERAL MEETING........................
| 12 |
| CONTENTS |
| –i– |
In this circular, unless the context otherwise requires, the following expressions shall
have the meanings set out below:
“Annual General Meeting” the annual general meeting of the Company to be held
at Units 2002-2006, 20th Floor, Greenfield Tower,
Concordia Plaza, 1 Science Museum Road, Tsimshatsui,
Kowloon, Hong Kong on Thursday, 26 April 2007 at
10:00 a.m.
“associate(s)” has the meaning ascribed thereto in the Listing Rules
“Board” the board of Directors
“Company” Perennial International Limited, a company
incorporated in Bermuda with limited liability, the
shares of which are listed on the main board of the
Stock Exchange
“connected person(s)” has the meaning ascribed thereto in the Listing Rules
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China
“Latest Practicable Date” 26 March 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
“SFO” the Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong)
“Share(s)” ordinary share(s) of HK$0.10 each in the share capital
of the Company
“Shareholder(s)” holder(s) of the Share(s)
“Stock Exchange”
DEFINITIONS
–1–
PERENNIAL INTERNATIONAL LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 725)
Directors:
Mr. Mon Chung Hung (Chief Executive Officer
and Deputy Chairman)
Ms. Li Man Wai
Mr. Siu Yuk Shing, Marco
Ms. Mon Wai Ki, Vicky
Ms. Mon Tiffany
Ms. Koo Di An, Louise
#
(Chairman)
Mr. Lau Chun Kay^
Mr. Liao Zhixiong^
Mr. Ma Chun Hon, Richard^
# Non-executive Director
^ Independent non-executive Directors
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal place of business
in Hong Kong:
Units 2002-2006, 20/F
Greenfield Tower
Concordia Plaza
1 Science Museum Road
Tsimshatsui, Kowloon
Hong Kong
30 March 2007
To the Shareholders
Dear Sir or Madam,
PROPOSALS INVOLVING
GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
AND
RE-ELECTION OF DIRECTORS
INTRODUCTION
The purpose of this circular is to give you details of the following proposals which,
together with other ordinary business, will be proposed at the Annual General Meeting for
consideration and, where appropriate, approval by the Shareholders:
(i) granting of general mandates to Directors to issue and make on-market
repurchases of Shares; and
LETTER FROM THE BOARD
–2–
(ii) re-election of Directors.
The notice of the Annual General Meeting is set out on pages 12 to 15 of this circular.
PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
At the Annual General Meeting, resolutions will be proposed to seek the approval of
the Shareholders to:
(i) grant to the Directors a general mandate to allot, issue and deal with unissued
Shares up to a maximum of 20% of the issued share capital of the Company as at
the date of the passing of the ordinary resolution (the “Issue Mandate”);
(ii) grant to the Directors a general mandate to make on-market repurchases of Shares
up to a maximum of 10% of the issued share capital of the Company as at the
date of the passing of the ordinary resolution (the “Repurchase Mandate”); and
(iii) extend the Issue Mandate by adding to it an amount representing the aggregate
nominal amount of the share capital repurchased by the Company pursuant to the
Repurchase Mandate.
Such general mandates will continue in force until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the
Company is required by its bye-laws, the Companies Act 1981 of Bermuda or any
other applicable laws of Bermuda to be held; and
(iii) the passing of an ordinary resolution by the Shareholders in general meeting
revoking or varying such general mandates.
On the basis of 198,958,000 Shares in issue as at the Latest Practicable Date and
assuming that (i) the resolutions approving the Issue Mandate and the Repurchase Mandate
are passed at the Annual General Meeting and (ii) no further Shares are issued or
repurchased between the Latest Practicable Date and the date of the Annual General
Meeting, the Company would be allowed to allot and issue a maximum of 39,791,600
Shares under the Issue Mandate and repurchase a maximum of 19,895,800 Shares under the
Repurchase Mandate.
An explanatory statement, as required under the Listing Rules, to provide you with the
requisite information regarding the Repurchase Mandate is set out in Appendix I to this
circular.
LETTER FROM THE BOARD
–3–
RE-ELECTION OF DIRECTORS
In accordance with bye-law 114 of the Company’s bye-laws, Ms. Mon Wai Ki, Vicky, a
Director appointed since the last annual general meeting of the Company, will retire from
office at the Annual General Meeting. In addition, Ms. Mon Tiffany, Mr. Liao Zhixiong and
Mr. Lau Chun Kay will also retire from office by rotation in accordance with bye-law 111 of
the Company’s bye-laws. They all offer themselves for re-election at the Annual General
Meeting. Brief biographical and other details of the Directors offering themselves for
re-election are set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
Set out on pages 12 to 15 of this circular is the notice of the Annual General Meeting
to be held on 26 April 2007. A form of proxy for use in connection with the Annual General
Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting in
person, you are requested to complete the accompanying form of proxy in accordance with
the instructions printed thereon and return it to the Company’s branch share registrars in
Hong Kong, Hong Kong Registrars Limited, at 46th Floor, Hopewell Centre, 183 Queen’s
Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48
hours before the time appointed for holding the Annual General Meeting or any adjournment
thereof. Completion and return of the form of proxy will not preclude you from attending
and voting in person at the Annual General Meeting or any adjournment thereof should you
so wish.
Pursuant to bye-law 73 of the Company’s bye-laws, a resolution put to the vote of any
general meeting of the Company shall be decided on a show of hands unless voting by way
of poll is required by the Listing Rules or a poll is (before or on the declaration of the
result of the show of hands or on the withdrawal of any other demand for a poll) demanded:
(i) by the chairman of the meeting; or
(ii) by at least three Shareholders present in person (or, in the case of a Shareholder
being a corporation, by its duly authorized representative) or by proxy for the
time being entitled to vote at the meeting; or
(iii) by any Shareholder or Shareholders present in person (or, in the case of a
Shareholder being a corporation, by its duly authorized representative) or by
proxy and representing not less than one-tenth of the total voting rights of all the
Shareholders having the right to vote at the meeting; or
(iv) by any 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 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
LETTER FROM THE BOARD
–4–
(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.
RECOMMENDATION
The Board believes that the proposals described in this circular are in the interests of
the Company and the Shareholders as a whole. Accordingly, the Board recommends all
Shareholders to vote in favour of the resolutions to be proposed at the Annual General
Meeting.
GENERAL
Your attention is drawn to the additional information set out in the Appendices to this
circular.
Yours faithfully,
By order of the Board
Koo Di An, Louise
Chairman
LETTER FROM THE BOARD
–5–
This Appendix serves as an explanatory statement, as required by the Listing Rules, to
provide Shareholders with all the relevant information reasonably necessary for them to
make an informed decision on whether to vote for or against the ordinary resolution
approving the Repurchase Mandate.
1. Provisions of the Listing Rules relating to the Repurchase of Shares
The Listing Rules permit companies whose primary listing is on the Stock Exchange to
repurchase their shares on the Stock Exchange subject to certain restrictions, the more
important of which are summarized below. The Company is empowered by its memorandum
of association and bye-laws to repurchase its own shares.
Repurchase must be funded entirely from the Company’s available cash flow or
working capital facilities, which will be funds legally available for the purpose and in
accordance with the memorandum of association and bye-laws of the Company and the
Companies Act 1981 of Bermuda (the “Companies Act”). Under the Companies Act, a
company may only repurchase its shares out of capital paid up on the shares to be
repurchased or out of the funds of the Company which would otherwise be available for
dividend or distribution or out of the proceeds of a fresh issue of shares made for the
purpose. According to the Companies Act, any amount of premium payable on a repurchase
over the par value of the Shares may only be effected out of funds of the Company which
would otherwise be available for dividend or distribution or out of the Company’s share
premium account.
Such repurchase may only be made if, on the date on which the repurchase is to be
effected, there are no reasonable grounds for believing that the Company is, or after the
repurchase would be, unable to pay its liabilities as they become due.
2. Share Capital
As at the Latest Practicable Date, the issued share capital of the Company was
HK$19,895,800.00 divided into 198,958,000 ordinary shares of HK$0.10 each.
Subject to the passing of the ordinary resolution approving the grant of the Repurchase
Mandate, and on the basis that no further Shares are issued or repurchased by the Company
prior to the Annual General Meeting, the Company will be allowed under the Repurchase
Mandate to repurchase a maximum of 19,895,800 Shares. However, if the total number of
Shares held by the connected persons of the Company remains unchanged and no new
Shares are issued by the Company after the Annual General Meeting, the maximum number
of Shares which may be repurchased under the Repurchase Mandate in order to maintain not
less than 25% of the issued share capital of the Company in public hands will be 4,062,000.
3. Reasons for Repurchase
The Directors have no present intention to repurchase any Shares but believe that the
Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An
exercise of the Repurchase Mandate may, depending on market conditions and funding
APPENDIX I EXPLANATORY STATEMENT FOR
THE REPURCHASE MANDATE
–6–
arrangement at the time, lead to an enhancement of the net asset value per Share and/or
earnings per Share of the Company and will only be made when the Directors believe that
such a repurchase will benefit the Company and the Shareholders.
4. Funding of Repurchase
Pursuant to the Repurchase Mandate, repurchase would be funded entirely from the
Company’s available cash flow or working capital facilities which will be funds legally
available for the purpose and in accordance with the memorandum of association and
bye-laws of the Company and the laws of Bermuda.
An exercise of the Repurchase Mandate in full at any time during the proposed
repurchase period could have a material adverse impact on the working capital and gearing
position of the Company compared with that as at 31 December 2006, being the date of its
latest audited accounts. The Directors do not, however, intend to make any repurchase in
circumstances that would have a material adverse impact on the working capital or gearing
position of the Company.
5. Share Prices
The highest and lowest prices at which the Shares were traded on the Stock Exchange
during each of the previous twelve months were as follows:
Highest
Traded
Price
Lowest
Traded
Price
HK$ HK$
2006
April 0.650 0.500
May 0.550 0.480
June 0.500 0.410
July 0.500 0.450
August 0.530 0.480
September 0.500 0.400
October 0.405 0.405
November 0.500 0.410
December 0.475 0.400
2007
January 0.460 0.420
February 0.530 0.450
March (up to the Latest Practicable Date) 0.600 0.450
APPENDIX I EXPLANATORY STATEMENT FOR
THE REPURCHASE MANDATE
–7–
6. Undertaking
The Directors have undertaken to the Stock Exchange that they will exercise the
powers of the Company to make repurchases pursuant to the Repurchase Mandate in
accordance with the Listing Rules, all applicable laws of Bermuda and the Company’s
memorandum of association and bye-laws.
None of the Directors nor, to the best of their knowledge having made all reasonable
enquiries, their associates have a present intention to sell Shares to the Company in the
event that the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, no connected person of the Company had notified the
Company that he has a present intention to sell any Shares held by him to the Company nor
has such connected person undertaken not to sell any of the Shares held by him to the
Company in the event that the Repurchase Mandate is granted.
7. Takeovers Code and Minimum Public Holding
If, on the exercise of the powers to repurchase Shares pursuant to the Repurchase
Mandate, 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 Rule 32 of the
Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert
could obtain or consolidate control of the Company and become(s) obliged to make a
mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, Mr. Mon Chung Hung, together with parties acting in
concert with him, were beneficially interested in 143,384,000 Shares. Exercise in full of the
Repurchase Mandate would result in an increase in the shareholding of Mr. Mon Chung
Hung, together with parties acting in concert with him, from approximately 72.07% to
80.07%. Such increase would not give rise to an obligation to make a mandatory offer under
Rule 26 of the Takeovers Code but would reduce the amount of Shares held by the public to
less than 25% of the total issued share capital of the Company. The Directors do not propose
to exercise the Repurchase Mandate to such an extent as would result in the amount of
Shares held by the public being reduced to less than 25%.
8. Repurchase of Shares made by the Company
The Company had not repurchased any Shares (whether on the Stock Exchange or
otherwise) in the six months preceding the Latest Practicable Date.
APPENDIX I EXPLANATORY STATEMENT FOR
THE REPURCHASE MANDATE
–8–
The following are the particulars of the Directors who will retire and, being eligible,
will offer themselves for re-election at the Annual General Meeting:
Ms. Mon Wai Ki, Vicky (“Ms. Mon Vicky”), aged 32, is an executive Director and a
member of the compliance committee of the Company. She graduated from the Central
Queensland University in Australia with a Bachelor of Communications. She joined the
Group in 2004. As the Marketing Executive of the Group, she participates in developing
marketing strategies.
Save as disclosed above, Ms. Mon Vicky does not hold any other position within the
Group nor does she hold any other directorship in listed public companies in the past three
years.
Ms. Mon Vicky is the daughter of Mr. Mon Chung Hung, an executive Director and the
Chief Executive Officer and Deputy Chairman of the Company, and Ms. Koo Di An, Louise,
a non-executive Director and the Chairman of the Company. She is also the elder sister of
Ms. Mon Tiffany, another executive Director. Save as disclosed above, Ms. Mon Vicky does
not have any relationship with any director, senior management or substantial or controlling
shareholder of the Company.
As at the Latest Practicable Date, Ms. Mon Vicky does not have any interest in the
Shares within the meaning of Part XV of the SFO.
Ms. Mon Vicky has a service contract with the Company and the director’s emoluments
specified in her service contract are (i) a fixed salary of HK$276,000.00 per annum; (ii)
pension scheme contribution of HK$12,000.00 per annum; and (iii) a year-end discretionary
bonus to be determined by the Board with reference to the net profit of the Group for the
immediate preceding year. Ms. Mon Vicky’s emoluments were determined with reference to
her duties and responsibilities with the Company, the Company’s current standards for
emoluments and the market conditions. Ms. Mon Vicky will be subject to retirement by
rotation and re-election at the Company’s annual general meetings at least once every three
years in accordance with the bye-laws of the Company.
Ms. Mon Tiffany, aged 26, is an executive Director and a member of the compliance
committee of the Company. She holds a bachelor’s double major degree in Economics and
Management from the University of Sydney, Australia. She joined the Group in 2002. As the
Marketing Communications Manager of the Group, she co-ordinates marketing strategies and
is also responsible for the computer department. She is also a director of a subsidiary of the
Company.
Save as disclosed above, Ms. Mon Tiffany does not hold any other position with the
Group nor does she hold any other directorship in listed public companies in the past three
years.
Ms. Mon Tiffany is the daughter of Mr. Mon Chung Hung, an executive Director and
the Chief Executive Officer and Deputy Chairman of the Company, and Ms. Koo Di An,
Louise, a non-executive Director and the Chairman of the Company. She is also the younger
APPENDIX II DETAILS OF DIRECTORS STANDING FOR RE-ELECTION
–9–
sister of Ms. Mon Vicky, another executive Director. Save as disclosed above, Ms. Mon
Tiffany does not have any relationship with any director, senior management or substantial
or controlling shareholder of the Company.
As at the Latest Practicable Date, Ms. Mon Tiffany does not have any interest in the
Shares within the meaning of Part XV of the SFO.
Ms. Mon Tiffany has a service contract with the Company and the director’s
emoluments specified in her service contract are (i) a fixed salary of HK$240,000.00, which
was subsequently revised to HK$264,000.00 per annum; (ii) pension scheme contribution of
HK$12,000.00 per annum; and (iii) a year-end discretionary bonus to be determined by the
Board with reference to the net profit of the Group for the immediate preceding year. Ms.
Mon Tiffany’s emoluments were determined with reference to her duties and responsibilities
with the Company, the Company’s current standards for emoluments and the market
conditions. Ms. Mon Tiffany will be subject to retirement by rotation and re-election at the
Company’s annual general meetings at least once every three years in accordance with the
bye-laws of the Company.
Mr. Liao Zhixiong (“Mr. Liao”), aged 39, is an independent non-executive Director
and a member of the audit, remuneration, nomination and compliance committees of the
Company. He joined the Group in February 2004. Mr. Liao has been practicing as a lawyer
in the People’s Republic of China (the “PRC”) since 1996. Mr. Liao has also been appointed
as Legal Consultant for the Local Taxation Bureau of Shenzhen Municipality, PRC since
1996. Mr. Liao graduated from the Renmin University in the PRC and holds a bachelor’s
degree in Economics, a master’s degree in Law as well as a PhD in Law with major in
Economics and Commercial Law. Mr. Liao was bestowed by the national government of the
PRC the honor of “Lawyer” in 1994 and the honor of “Economist” in 1995.
Save as disclosed above, Mr. Liao does not hold any other position within the Group
nor does he hold any other directorship in listed public companies in the past three years.
Mr. Liao does not have any relationship with any director, senior management or substantial
or controlling shareholder of the Company.
As at the Latest Practicable Date, Mr. Liao does not have any interest in the Shares
within the meaning of Part XV of the SFO.
Mr. Liao has a service contract with the Company and the director’s emolument
specified in his service contract is HK$96,000.00 per annum. Mr. Liao’s emolument was
determined with reference to his duties and responsibilities with the Company, the
Company’s current standards for emoluments and the market conditions. Mr. Liao will be
subject to retirement by rotation and re-election at the Company’s annual general meetings
at least once every three years in accordance with the bye-laws of the Company.
Mr. Lau Chun Kay (“Mr. Lau”), aged 57, is an independent non-executive Director,
the chairman of the audit, remuneration and nomination committees and a member of the
compliance committee of the Company. He joined the Group in 1996. Mr. Lau is a
registered professional engineer and holds a master’s degree in business administration and a
bachelor’s degree in electrical engineering from the University of Hong Kong. Mr. Lau is a
APPENDIX II DETAILS OF DIRECTORS STANDING FOR RE-ELECTION
–10–
Life President of the Hong Kong Electrical Contractors Association, and a past President and
Advisor of The Federation of Asian and Pacific Electrical Contractors Associations. He is
also a member of the Electrical Safety Advisory Committee. He has over 36 years of
experience in management and engineering.
Save as disclosed above, Mr. Lau does not hold any other position within the Group
nor does he hold any other directorship in listed public companies in the past three years.
Mr. Lau does not have any relationship with any director, senior management or substantial
or controlling shareholder of the Company.
As at the Latest Practicable Date, Mr. Lau has an interest in 138,000 Shares within the
meaning of Part XV of the SFO.
Mr. Lau has a service contract with the Company and the director’s emolument
specified in his service contract is HK$180,000.00 per annum. Mr. Lau’s emolument was
determined with reference to his duties and responsibilities with the Company, the
Company’s current standards for emoluments and the market conditions. Mr. Lau will be
subject to retirement by rotation and re-election at the Company’s annual general meetings
at least once every three years in accordance with the bye-laws of the Company.
The Board confirms that save as disclosed above, there is no other information relating
to any of Ms. Mon Vicky, Ms. Mon Tiffany, Mr. Liao and Mr. Lau which needs to be
disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and
there are no other matters which need to be brought to the attention of the Shareholders.
APPENDIX II DETAILS OF DIRECTORS STANDING FOR RE-ELECTION
–11–
PERENNIAL INTERNATIONAL LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 725)
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company
will be held at Units 2002-2006, 20th Floor, Greenfield Tower, Concordia Plaza, 1 Science
Museum Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 26 April 2007 at 10:00 a.m.
to transact the following ordinary business:
1. To receive and consider the audited financial statements and the reports of the
directors and auditors of the Company for the year ended 31 December 2006.
2. To approve and declare a final dividend for the year ended 31 December 2006.
3. To re-elect directors and to authorize the board to fix the directors’ remuneration.
4. To re-appoint the auditors and to authorize the board to fix their remuneration.
As special business, to consider and, if thought fit, pass with or without modification,
resolutions no.5, 6 and 7 as ordinary resolutions of the Company:
5. “THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company
(the “Directors”) during the Relevant Period (as hereinafter defined) of all
powers of the Company to allot, issue and deal with unissued shares in the
capital of the Company and to make or grant offers, agreements and options
for such purpose be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the Directors during the
Relevant Period to make or grant offers, agreements and options which
might require the exercise of such powers 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 options
or otherwise) by the Directors pursuant to the approval in paragraph (a)
above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined);
or (ii) the exercise of any option under the share option scheme of the
Company; or (iii) the allotment and issue of shares upon the exercise of any
NOTICE OF ANNUAL GENERAL MEETING
–12–
subscription rights attaching to the subscription warrants of the Company; or
(iv) any scrip dividend or similar arrangement providing for the allotment
and issue of shares in lieu of the whole or part of a dividend on shares in
accordance with the bye-laws of the Company in force from time to time,
shall not exceed the aggregate of:
(i) 20% of the aggregate nominal amount of the share capital of the
Company in issue on the date of the passing of this resolution; and
(ii) subject to the passing of resolution no.7 set out in the notice convening
this meeting, the nominal amount of any share capital of the Company
repurchased by the Company subsequent to the passing of that
resolution (up to a maximum equivalent to 10% of the aggregate
nominal amount of the share capital of the Company in issue on the
date of the passing of that resolution),
and the authority pursuant to paragraph (a) of this resolution shall be limited
accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this
resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general
meeting of the Company is required by the bye-laws of the Company,
the Companies Act 1981 of Bermuda or any other applicable laws of
Bermuda, to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the
Company in general meeting revoking or varying authority given to the
Directors by this resolution; and
“Rights Issue” means an offer of shares in the Company, or offer or issue of
warrants, options or other securities giving rights to subscribe for shares
open for a period fixed by the Directors to holders of shares in the Company
on the register on a fixed record date in proportion to their then holdings of
shares (subject to such exclusion or other arrangements as the Directors may
deem necessary or expedient in relation to fractional entitlements, or having
regard to any restrictions or obligations under the laws of, or the
requirements of, any jurisdiction outside Hong Kong or any recognized
regulatory body or any stock exchange outside Hong Kong).”
NOTICE OF ANNUAL GENERAL MEETING
–13–
6. “THAT:
(a) subject to paragraph (b) below, the exercise by the directors of the Company
(the “Directors”) during the Relevant Period (as hereinafter defined) of all
powers of the Company to repurchase its shares, subject to and in
accordance with all applicable laws and/or the requirements of The Stock
Exchange of Hong Kong Limited, as amended from time to time, be and is
hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares which may be purchased by the
Company pursuant to the approval in paragraph (a) above during the
Relevant Period shall not exceed 10% of the aggregate nominal amount of
the issued share capital of the Company as at the date of the passing of this
resolution and the authority pursuant to paragraph (a) of this resolution shall
be limited accordingly;
(c) for the purposes of this resolution, “Relevant Period” means the period from
the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general
meeting of the Company is required by the bye-laws of the Company,
the Companies Act 1981 of Bermuda or any other applicable laws of
Bermuda to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the
Company in general meeting revoking or varying the authority given to
the Directors by this resolution.”
7. “THAT, subject to the passing of resolutions no.5 and 6 set out in the notice
convening this meeting, the general mandate granted to the directors of the
Company to exercise the powers of the Company to allot, issue and deal with
shares pursuant to resolution no.5 set out in the notice convening this meeting be
and is hereby extended by the addition thereto of an amount representing the
aggregate nominal amount of the share capital of the Company repurchased by the
Company under the authority granted pursuant to resolution no.6 set out in the
notice convening this meeting, provided that such extended amount 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.”
By order of the Board
Li Man Wai
Company Secretary
Hong Kong, 30 March 2007
NOTICE OF ANNUAL GENERAL MEETING
–14–
Principal office:
Units 2002-2006, 20/F
Greenfield Tower
Concordia Plaza
1 Science Museum Road
Tsimshatsui, Kowloon
Hong Kong
Notes:
1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one
or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, vote in his
stead. A proxy need not be a member of the Company.
2. A form of proxy for use at the Annual General Meeting is enclosed. To be valid, the form of proxy must be
duly completed and signed in accordance with the instructions printed thereon and deposited, together with
the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of
such power of attorney or authority at the Company’s branch share registrars in Hong Kong, Hong Kong
Registrars Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less
than 48 hours before the time appointed for holding the Annual General Meeting or adjourned meeting.
3. The register of members of the Company will be closed from 23 April 2007 to 26 April 2007, both days
inclusive, during which period no transfer of shares will be registered. In order to qualify for the final
dividend, payable on or before 7 May 2007, to be approved at the Annual General Meeting, all transfers
accompanied by the relevant share certificates must be lodged with the Company’s branch share registrars,
Hong Kong Registrars Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East,
Wan Chai, Hong Kong not later than 4:30 p.m. on 20 April 2007.
NOTICE OF ANNUAL GENERAL MEETING
–15–
