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 stockbroker or other registered dealer in securities, bank manager, solicitor,
professional accountant or other professional adviser.
If you have sold or transferred all your shares in Texwinca Holdings Limited, you should at
once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or
to the bank, stockbroker or other agent through whom the sale was effected for transmission to
the purchaser or transferee.
TEXWINCA HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 321)
NOTICE OF ANNUAL GENERAL MEETING
AND PROPOSAL FOR GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE NEW SHARES
AND
RE-ELECTION OF DIRECTORS
A notice convening an annual general meeting of Texwinca Holdings Limited to be held at World
Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay,
Hong Kong on Friday, 24 August 2007 at 10:30 a.m. is set out on pages 19 to 21 of this circular.
A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is
also published on the website of hkex.com.hk).
Whether or not you are able to attend the annual general meeting, please complete the
accompanying form of proxy in accordance with the instructions printed thereon and return it to
the Company’s Branch Registrar in Hong Kong, Tengis Limited, at 26/F., Tesbury Centre, 28
Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48
hours before the time appointed for the holding of 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 meeting if you so wish.
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
25 July 2007
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Buyback and Issuance Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . 5
4. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Appendix I — Explanatory Statement on the Buyback Mandate . . . . . . . . . . . . 7
Appendix II — Procedure by which the Shareholders may demand
a poll at a general meeting pursuant to the Bye-Laws . . . . . . . . 10
Appendix III — Details of Directors proposed to be re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . 11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
| 19 |
| CONTENTS |
| – i – |
In this circular, unless the context otherwise requires, the following expressions shall have
the following meanings:
‘‘Annual General Meeting’’ an annual general meeting of the Company to be held at
World Trade Centre Club Hong Kong, 38/F., World Trade
Centre, 280 Gloucester Road, Causeway Bay, Hong Kong
on Friday, 24 August 2007 at 10:30 a.m., to consider and,
if appropriate, to approve the resolutions contained in the
notice of the meeting which is set out on pages 19 to 21 of
this circular, or any adjournment thereof;
‘‘Board’’ the board of Directors;
‘‘Buyback Mandate’’ as defined in paragraph 2(a) of the Letter from the Board;
‘‘Bye-laws’’ the bye-laws of the Company;
‘‘Company’’ Texwinca Holdings Limited, a company incorporated in
Bermuda with limited liability, the shares of which are
listed on the main board of the Stock Exchange;
‘‘Director(s)’’ the director(s) of the Company;
‘‘Group’’ the Company and its subsidiaries from time to time;
‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s
Republic of China;
‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong;
‘‘Issuance Mandate’’ as defined in paragraph 2(b) of the Letter from the Board;
‘‘Latest Practicable Date’’ 24 July 2007, being the latest practicable date prior to the
printing of this circular for ascertaining certain information
in this circular;
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock
Exchange;
‘‘Member(s)’’ duly registered holder(s) from time to time of the shares in
the capital of the Company;
‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of the
Laws of Hong Kong;
DEFINITIONS
– 1 –
‘‘Share(s)’’ ordinary share(s) of HK$0.05 each in the capital of the
Company or if there has been a subsequent sub-division,
consolidation, reclassification or reconstruction of the share
capital of the Company, shares forming part of the ordinary
equity share capital of the Company;
‘‘Shareholder(s)’’ holder(s) of Share(s);
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;
‘‘Takeovers Code’’ Hong Kong Codes on Takeovers and Mergers issued by the
Securities and Futures Commission in Hong Kong.
DEFINITIONS
– 2 –
TEXWINCA HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 321)
Executive Directors:
Poon Bun Chak (Chairman
and Chief Executive Officer)
Poon Kai Chak
Poon Kei Chak
Poon Kwan Chak
Ting Kit Chung
Independent Non-executive Directors:
Au Son Yiu
Cheng Shu Wing
Wong Tze Kin, David
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal Place of Business:
16th Floor, Metroplaza, Tower II
223 Hing Fong Road
Kwai Chung
New Territories
Hong Kong
25 July 2007
To the shareholders
Dear Sir/Madam,
NOTICE OF ANNUAL GENERAL MEETING
AND PROPOSAL FOR GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE NEW SHARES
AND
RE-ELECTION OF DIRECTORS
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of the
resolutions to be proposed at the Annual General Meeting for (i) granting of the Buyback
Mandate to the Directors; (ii) granting of the Issuance Mandate to the Directors; and (iii)
extension of the Issuance Mandate by adding to it the aggregate number of the issued Shares
repurchased by the Company under the Buyback Mandate.
LETTER FROM THE BOARD
– 3 –
2. BUYBACK AND ISSUANCE MANDATES
At the annual general meeting of the Members of the Company held on 25 August 2006,
general mandates were given to the Directors to exercise the powers of the Company to
repurchase shares of the Company and to issue new shares of the Company respectively. Such
mandates will lapse at the conclusion of the Annual General Meeting.
Ordinary resolutions will be proposed at the Annual General Meeting to approve the
granting of new general mandates to the Directors:
(a) to purchase Shares on the Stock Exchange of an aggregate nominal amount of up to
10% of the aggregate nominal amount of the issued share capital of the Company in
issue on the date of passing of such resolution (the ‘‘Buyback Mandate’’). As at the
Latest Practicable date, the issued share capital of the Company comprised of
1,326,092,104 shares. Subject to the passing of the resolution for the approval of the
Buyback Mandate and on the basis that no further Shares will be issued or repurchased
between the Latest Practicable Date and the date of the Annual General Meeting, the
Company would be allowed under the Buyback Mandate to repurchase a maximum of
132,609,210 Shares.
(b) to allot, issue or deal with Shares on the Stock Exchange of an aggregate nominal
amount of up to 20% of the aggregate nominal amount of the issued share capital of
the Company in issue on the date of passing of such resolution (the ‘‘Issuance
Mandate’’). As at the Latest Practicable date, the issued share capital of the Company
comprised of 1,326,092,104 shares. Subject to the passing of the resolution for the
approval of the Issuance Mandate and on the basis that no further Shares will be issued
or repurchased between the Latest Practicable Date and the date of the Annual General
Meeting, the Company would be allowed under the Issuance Mandate to allot, issue
and deal with a maximum of 265,218,420 Shares.
(c) to extend the Issuance Mandate by an amount representing the aggregate nominal
amount of the Shares repurchased by the Company pursuant to and in accordance with
the Buyback Mandate.
The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion
of the next annual general meeting of the Company or any earlier date as referred to in ordinary
resolutions nos. 5 and 6 set out in the notice of the Annual General Meeting. With reference to
the Buyback Mandate and the Issuance Mandate, the Directors wish to state that they have no
immediate plan to repurchase or issue any Shares pursuant thereto.
In accordance with the requirements of the Listing Rules, the Company is required to send
to the Shareholders an explanatory statement containing all the information reasonably necessary
to enable them to make an informed decision on whether to vote for or against the granting of the
Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with
the Buyback Mandate is set out in Appendix I to this circular.
LETTER FROM THE BOARD
– 4 –
3. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 19 to 21 of this circular. At
the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of
the Buyback Mandate and the Issuance Mandate and the extension of the Issuance Mandate by the
addition thereto of the number of Shares repurchased pursuant to the Buyback Mandate.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and
such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk).
To be valid, the form of proxy must be 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 certified copy of that power of attorney or authority at the
Company’s Branch Registrar in Hong Kong, Tengis Limited, 26/F., Tesbury Centre, 28 Queen’s
Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the
Annual General Meeting or any adjournment thereof. Completion and delivery of the form of
proxy will not preclude you from attending and voting in person at the Annual General Meeting if
you so wish.
4. RE-ELECTION OF DIRECTORS
In accordance with Clause 87 of the Bye-Laws, all the directors of the Company shall retire
at each Annual General Meeting and the retiring directors shall be eligible for re-election.
At the Annual General Meeting, Messrs. Poon Bun Chak, Poon Kai Chak, Poon Kei Chak,
Poon Kwan Chak and Ting Kit Chung will retire as executive directors and Messrs. Au Son Yiu,
Cheng Shu Wing and Wong Tze Kin, David will retire as independent non-executive directors.
All of them have offered themselves for re-election at the forthcoming Annual General Meeting.
To comply with the requirements of the Listing Rules, details of the aforesaid retiring
directors who have proposed to be re-elected at the Annual General Meeting are set out in
Appendix III to this circular.
5. 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,
there are no other facts the omission of which would make any statement herein misleading.
6. RECOMMENDATION
The Directors consider that the granting of the Buyback Mandate and the granting/extension
of the Issuance Mandate are in the interests of the Company, the Group and the Shareholders.
Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant
resolutions to be proposed at the Annual General Meeting.
LETTER FROM THE BOARD
– 5 –
7. GENERAL INFORMATION
Your attention is drawn to the additional information set out in Appendix I (Explanatory
Statement on the Buyback Mandate), Appendix II (Procedure by which the Shareholders may
demand a poll at a general meeting pursuant to the Bye-laws) and Appendix III (Details of
Directors proposed to be re-elected at the Annual General Meeting) to this circular.
Yours faithfully,
On behalf of the Board
Poon Bun Chak
Chairman
LETTER FROM THE BOARD
– 6 –
This Appendix serves as an explanatory statement, as required by the Listing Rules,
containing requisite information to enable Shareholders to make an informed decision on whether
to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in
relation to the granting of the Buyback Mandate.
1. REASONS FOR REPURCHASES
Though the Directors have no present intention to repurchase shares of the Company, they
believe that the flexibility afforded by the Buyback Mandate would be beneficial to the Company
and its shareholders. At any time in the future when shares are trading at a discount to their
underlying value, the ability of the Company to repurchase shares will be beneficial to those
shareholders who retain their investment in the Company since their percentage interests in the
assets of the Company would increase in proportion to the number of shares repurchased by the
Company.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised of
1,326,092,104 Shares. Subject to the passing of the Ordinary Resolution referred to in item 5 of
the notice of Annual General Meeting, the Company would be allowed under the Buyback
Mandate to repurchase a maximum of 132,609,210 Shares, representing 10% of the issued share
capital of the Company, on the basis that no Shares will be issued or repurchased prior to the date
of the Annual General Meeting.
3. FUNDING OF REPURCHASES
In repurchasing shares, the Company may only apply funds legally available for such
purpose in accordance with its Memorandum of Association and Bye-laws of the Company and all
applicable laws, including the laws of Bermuda.
Bermuda law provides that the purchase of shares may only be effected out of the capital
paid up on the shares to be repurchased, out of the funds of the Company which would otherwise
be available for dividend or distribution or out of the proceeds of a new issue of shares of the
Company made for the purpose of repurchase. Any amount of premium payable on the repurchase
over the par value of the shares of the Company to be purchased must be provided for out of the
funds of the Company which would otherwise be available for dividend or distribution or out of
the Company’s share premium account before the shares are repurchased.
If the Buyback Mandate was exercised in full at any time during the proposed repurchase
period, there might be a material adverse effect 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 of the Company for the year ended 31 March 2007). However, the Directors
do not propose to exercise the Buyback Mandate to such an extent as would, in the
circumstances, have a material adverse effect on the working capital requirements or the gearing
levels of the Company which in the opinion of the Directors are from time to time appropriate for
the Company.
APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
– 7 –
4. DIRECTORS’ DEALINGS AND CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and having made all reasonable
enquiries, any of their associates (as defined in the Listing Rules) have any present intention to
sell any Shares to the Company in the event that the Buyback Mandate is approved by the
Shareholders.
No connected person (as defined in the Listing Rules) of the Company has notified the
Company that he or she has a present intention to sell any Shares to the Company or that he or
she has undertaken not to sell any Shares held by him/her to the Company in the event that the
Buyback Mandate is approved by Shareholders.
5. MARKET 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:
Price per Share
Highest Lowest
HK$ HK$
2006
July 5.55 4.92
August 5.38 4.83
September 5.50 4.99
October 5.25 4.50
November 5.45 5.01
December 5.63 5.00
2007
January 6.05 5.14
February 6.10 4.85
March 5.56 5.04
April 5.76 5.25
May 5.80 5.23
June 6.82 5.30
6. DISCLOSURE OF INTEREST
The Directors have undertaken to the Stock Exchange to exercise the power of the Company
to make purchases under the Buyback Mandate in accordance with the Listing Rules and laws of
Bermuda.
If as a result of a repurchase of Shares by the Company, a Shareholder’s proportionate
interest in the voting rights of the Company increases, such increase will be treated as an
acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or
APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
– 8 –
group of Shareholders acting in concert, could obtain or consolidate control of the Company or
become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers
Code.
As at the Latest Practicable Date, Messrs. Poon Bun Chak, Poon Kei Chak, Poon Kwan
Chak and Poon Kai Chak, all of them are executive directors of the Company, in aggregate were
beneficially interested in 739,442,904 Shares representing 55.76% of the issued capital of the
Company. In the event that the Directors exercised in full the power to repurchase Shares in
accordance with the terms of the Ordinary Resolution to be proposed at the Annual General
Meeting, the interests of the abovesaid executive directors would be increased to approximately
61.96% of the issued share capital of the Company. The Directors are not aware of any
consequences which may arise under the Takeovers Code as a result of any repurchases to be
made under the Buyback Mandate.
7. REPURCHASE OF SHARES MADE BY THE COMPANY
During the previous six months, the Company repurchased the following Shares on the
Stock Exchange:
Date of Repurchase
No. of Shares
Repurchased
Price per share
Highest Lowest
HK$ HK$
8 June 2007 526,000 5.40 5.36
Save as disclosed herein, neither the Company nor any of its subsidiaries repurchased any of
its securities in the previous six months (whether on the Stock Exchange or otherwise).
APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
– 9 –
The following paragraphs set out the procedure by which the Shareholders may demand a
poll at a general meeting of the Company (including the Annual General Meeting) pursuant to the
Bye-laws.
According to clause 66(1) of the Bye-laws, at any general meeting a resolution put to the
vote of the meeting shall be decided on a show of hands unless (before or on the declaration of
the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is
demanded by:
(a) the chairman of such meeting; or
(b) at least three Members present in person or in the case of a Member being a
corporation by its duly authorised representative or by proxy for the time being
entitled to vote at the meeting; or
(c) a Member or Members present in person or in the case of a Member being a
corporation by its duly authorised representative or by proxy and representing not less
than one-tenth of the total voting rights of all Members having the right to vote at the
meeting; or
(d) a Member or Members present in person or in the case of a Member being a
corporation by its duly authorised representative or by proxy and holding shares in the
Company conferring a right to vote at the meeting being shares on which an aggregate
sum has been paid up equal to not less than one-tenth of the total sum paid up on all
shares conferring that right.
APPENDIX II PROCEDURE BY WHICH THE SHAREHOLDERS MAY DEMAND
A POLL AT A GENERAL MEETING PURSUANT TO THE BYE-LAWS
– 10 –
Pursuant to the Listing Rules, the details of the Directors who will retire at the Annual
General Meeting according to the Bye-laws and will be proposed to be re-elected at the Annual
General Meeting are provided below.
(1) Mr. Poon Bun Chak, aged 59, executive Director
Experience
Mr. Poon Bun Chak is the chairman and the chief executive officer overseeing the
planning and development of the Group. He founded the Group in 1975 and has over 32
years of experience in the textile field. He holds directorships in certain subsidiaries of the
Group. Mr. Poon Bun Chak did not hold any other directorship in any other public listed
company in the past three years.
Length of service
Mr. Poon Bun Chak has entered into service contracts with the Group. The service
contracts shall continue unless and until terminated by either the employer or Mr. Poon Bun
Chak by giving not less than 3 months’ notice in writing or compensation in lieu.
Relationships
Mr. Poon Bun Chak is a brother of Messrs. Poon Kai Chak, Poon Kei Chak and Poon
Kwan Chak, all of whom are the executive Directors of the Company. In addition, Mr. Poon
Bun Chak is a director of Perfection Inc. and a director and shareholder of Giant Wizard
Corporation, which are substantial shareholders of the Company. Save as disclosed above,
Mr. Poon Bun Chak does not have any relationships with any other Directors, senior
management, substantial shareholders (as defined in the Listing Rules), or controlling
shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Poon Bun Chak was interested or deemed to be
interested in 656,570,104 Shares or underlying Shares pursuant to Part XV of the SFO.
Director’s emoluments
Pursuant to the service contracts entered into between Mr. Poon Bun Chak and the
Group, Mr. Poon Bun Chak is entitled to receive a basic annual salary of HK$6,180,000 and
a directors’ fee which is to be fixed by the Board as authorised by the shareholders at each
annual general meeting. Besides, Mr. Poon Bun Chak is also entitled to receive a
discretionary bonus to be decided by the Board. In addition, the Group is providing a
quarter to Mr. Poon Bun Chak.
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the
provisions under paragraphs 13.51(2)(h) to 13.51(2)(w) of the Listing Rules and there is no
other matters that need to be brought to the attention of the Shareholders in connection with
the re-election.
APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
– 11 –
(2) Mr. Poon Kai Chak, aged 57, executive Director
Experience
Mr. Poon Kai Chak is responsible for the management of the manufacturing operation
of the Group. He joined the Group in 1980 and has more than 27 years’ experience in the
textile industry. He holds directorships in certain subsidiaries of the Group. Mr. Poon Kai
Chak did not hold any other directorship in any other public listed company in the past three
years.
Length of service
Mr. Poon Kai Chak has entered into service contracts with the Group. The service
contracts shall continue unless and until terminated by either the employer or Mr. Poon Kai
Chak by giving not less than 3 months’ notice in writing or compensation in lieu.
Relationships
Mr. Poon Kai Chak is a brother of Messrs. Poon Bun Chak, Poon Kei Chak and Poon
Kwan Chak, all of whom are the executive Directors of the Company. In addition, Mr. Poon
Kai Chak is a director of Perfection Inc., which is a substantial shareholder of the Company.
Save as disclosed above, Mr. Poon Kai Chak does not have any relationships with any other
Directors, senior management, substantial shareholders (as defined in the Listing Rules), or
controlling shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Poon Kai Chak was interested or deemed to be
interested in 17,702,800 Shares or underlying Shares pursuant to Part XV of the SFO.
Director’s emoluments
Pursuant to the service contracts entered into between Mr. Poon Kai Chak and the
Group, Mr. Poon Kai Chak is entitled to receive a basic annual salary of HK$4,176,000 and
a directors’ fee which is to be fixed by the Board as authorised by the shareholders at each
annual general meeting. Besides, Mr. Poon Kai Chak is also entitled to receive a
discretionary bonus to be decided by the Board. In addition, the Group is providing a
quarter to Mr. Poon Kai Chak.
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the
provisions under paragraphs 13.51(2)(h) to 13.51(2)(w) of the Listing Rules and there is no
other matters that need to be brought to the attention of the Shareholders in connection with
the re-election.
APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
– 12 –
(3) Mr. Poon Kei Chak, aged 55, executive Director
Experience
Mr. Poon Kei Chak is responsible for the purchases, sales and the overall management
of the Group. He joined the Group on its establishment in 1975 and has more than 32 years’
experience in the field. He holds directorships in certain subsidiaries of the Group. Mr. Poon
Kei Chak did not hold any other directorship in any other public listed company in the past
three years.
Length of service
Mr. Poon Kei Chak has entered into service contracts with the Group. The service
contracts shall continue unless and until terminated by either the employer or Mr. Poon Kei
Chak by giving not less than 3 months’ notice in writing or compensation in lieu.
Relationships
Mr. Poon Kei Chak is a brother of Messrs. Poon Bun Chak, Poon Kai Chak and Poon
Kwan Chak, all of whom are the executive Directors of the Company. In addition, Mr. Poon
Kei Chak is a director of Perfection Inc.. Save as disclosed above, Mr. Poon Kei Chak does
not have any relationships with any other Directors, senior management, substantial
shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the
Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Poon Kei Chak was interested or deemed to be
interested in 73,899,200 Shares or underlying Shares pursuant to Part XV of the SFO.
Director’s emoluments
Pursuant to the service contracts entered into between Mr. Poon Kei Chak and the
Group, Mr. Poon Kei Chak is entitled to receive a basic annual salary of HK$4,008,000 and
a directors’ fee which is to be fixed by the Board as authorised by the shareholders at each
annual general meeting. Besides, Mr. Poon Kei Chak is also entitled to receive a
discretionary bonus to be decided by the Board. In addition, the Group is providing a
quarter to Mr. Poon Kei Chak.
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the
provisions under paragraphs 13.51(2)(h) to 13.51(2)(w) of the Listing Rules and there is no
other matters that need to be brought to the attention of the Shareholders in connection with
the re-election.
APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
– 13 –
(4) Mr. Poon Kwan Chak, aged 61, executive Director
Experience
Mr. Poon Kwan Chak is responsible for the Group’s merchandising and sales
management. He joined the Group in 1976 and has more than 31 years’ related experience.
He holds directorships in certain subsidiaries of the Group. Mr. Poon Kwan Chak did not
hold any other directorship in any other public listed company in the past three years.
Length of service
Mr. Poon Kwan Chak has entered into service contracts with the Group. The service
contracts shall continue unless and until terminated by either the employer or Mr. Poon
Kwan Chak by giving not less than 3 months’ notice in writing or compensation in lieu.
Relationships
Mr. Poon Kwan Chak is a brother of Messrs. Poon Bun Chak, Poon Kai Chak and
Poon Kei Chak, all of whom are the executive Directors of the Company. Save as disclosed
above, Mr. Poon Kwan Chak does not have any relationships with any other Directors,
senior management, substantial shareholders (as defined in the Listing Rules), or controlling
shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Poon Kwan Chak was interested or deemed to
be interested in 23,270,800 Shares or underlying Shares pursuant to Part XV of the SFO.
Director’s emoluments
Pursuant to the service contracts entered into between Mr. Poon Kwan Chak and the
Group, Mr. Poon Kwan Chak is entitled to receive a basic annual salary of HK$3,420,000
and a directors’ fee which is to be fixed by the Board as authorised by the shareholders at
each annual general meeting. Besides, Mr. Poon Kwan Chak is also entitled to receive a
discretionary bonus to be decided by the Board. In addition, the Group is providing a
quarter to Mr. Poon Kwan Chak.
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the
provisions under paragraphs 13.51(2)(h) to 13.51(2)(w) of the Listing Rules and there is no
other matters that need to be brought to the attention of the Shareholders in connection with
the re-election.
APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
– 14 –
(5) Mr. Ting Kit Chung, aged 51, executive Director
Experience
Mr. Ting Kit Chung is responsible for the general administration and financial
management of the Group. He joined the Group in 1991 and has more than 10 years’
banking experience. He holds a Bachelor of Arts degree from the University of Hong Kong.
He holds directorships in certain subsidiaries of the Group. Mr. Ting Kit Chung did not hold
any other directorship in any other public listed company in the past three years.
Length of service
Mr. Ting Kit Chung has entered into service contracts with the Group. The service
contracts shall continue unless and until terminated by either the employer or Mr. Ting Kit
Chung by giving not less than 3 months’ notice in writing or compensation in lieu.
Relationships
Mr. Ting Kit Chung is the younger brother of Mr. Ting Kit Hung, the director and
chief executive of the Group’s motor and generator services operation. Save as disclosed
above, Mr. Ting Kit Chung does not have any relationships with any other Directors, senior
management, substantial shareholders (as defined in the Listing Rules), or controlling
shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Ting Kit Chung was interested or deemed to be
interested in 11,600,000 Shares or underlying Shares pursuant to Part XV of the SFO.
Director’s emoluments
Pursuant to the service contracts entered into between Mr. Ting Kit Chung and the
Group, Mr. Ting Kit Chung is entitled to receive a basic annual salary of HK$3,588,000 and
a directors’ fee which is to be fixed by the Board as authorised by the shareholders at each
annual general meeting. Besides, Mr. Ting Kit Chung is also entitled to receive a
discretionary bonus to be decided by the Board. In addition, the Group is providing a
quarter to Mr. Ting Kit Chung.
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the
provisions under paragraphs 13.51(2)(h) to 13.51(2)(w) of the Listing Rules and there is no
other matters that need to be brought to the attention of the Shareholders in connection with
the re-election.
APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
– 15 –
(6) Mr. Au Son Yiu, aged 62, independent non-executive Director
Experience
Mr. Au Son Yiu has extensive experience in the securities industry. He is a director of
The Association of Former Council Members of the Stock Exchange, a director of The
Institute of Securities Dealers Limited, a consultant to Dao Heng Securities Limited, a
member of the Election Committee for the financial services subsector election for the 1998
Legislative Council, and an independent non-executive director of several public listed
companies namely Chun Wo Holdings Limited, Frankie Dominion International Limited and
CEC International Holdings Limited. Mr. Au was an independent non-executive director of
Midland Realty (Holdings) Limited (resigned on 19 August 2004) and Sun East Technology
(Holdings) Limited (resigned on 20 May 2005). In addition, he is a former deputy chairman
of The Hong Kong Securities Clearing Company Limited (1992–1994) and a former council
member of the Stock Exchange (1988–1994).
Length of service
Mr. Au Son Yiu has been an independent non-executive Director of the Company
since 31 July 1995.
Relationships
Other than the relationship arising from his being an independent non-executive
Director, Mr. Au Son Yiu does not have any relationships with any other Directors, senior
management, substantial shareholders (as defined in the Listing Rules), or controlling
shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Au Son Yiu was interested or deemed to be
interested in 400,000 Shares or underlying Shares pursuant to Part XV of the SFO.
Director’s emoluments
There is no service contract between Mr. Au Son Yiu and the Company. Mr. Au is
entitled to receive a directors’ fee which is to be fixed by the Board as authorised by the
shareholders at each annual general meeting.
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the
provisions under paragraphs 13.51(2)(h) to 13.51(2)(w) of the Listing Rules and there is no
other matters that need to be brought to the attention of the Shareholders in connection with
the re-election.
APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
– 16 –
(7) Mr. Cheng Shu Wing, aged 57, independent non-executive Director
Experience
Mr. Cheng Shu Wing is a director of Worldvest Capital Limited. He holds a Bachelor
of Business Administration degree from the Chinese University of Hong Kong and has more
than 31 years’ experience in the banking and securities industries in Hong Kong. Mr. Cheng
was an executive director of Yanion International Holdings Limited (resigned on 20 May
2005) and an independent non-executive director of Xteam Software International Limited
(resigned on 14 December 2004).
Length of service
Mr. Cheng Shu Wing has been an independent non-executive Director of the Company
since 6 July 1992.
Relationships
Other than the relationship arising from his being an independent non-executive
Director, Mr. Cheng Shu Wing does not have any relationships with any other Directors,
senior management, substantial shareholders (as defined in the Listing Rules), or controlling
shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Cheng Shu Wing was interested or deemed to be
interested in 400,000 Shares or underlying Shares pursuant to Part XV of the SFO.
Director’s emoluments
There is no service contract between Mr. Cheng Shu Wing and the Company. Mr.
Cheng is entitled to receive a directors’ fee which is to be fixed by the Board as authorised
by the shareholders at each annual general meeting.
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the
provisions under paragraphs 13.51(2)(h) to 13.51(2)(w) of the Listing Rules and there is no
other matters that need to be brought to the attention of the Shareholders in connection with
the re-election.
APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
– 17 –
(8) Mr. Wong Tze Kin, David, aged 44, independent non-executive Director
Experience
Mr. Wong Tze Kin, David is a director of CFL Anchor Limited, a private limited
company incorporated in Hong Kong. Mr. Wong holds a Bachelor of Science degree from
the University of California at Berkeley. He is a member of the American Institute of
Certified Public Accountants and a fellow member of the Hong Kong Institute of Certified
Public Accountants. He has approximately 20 years’ experience in accounting, corporate
finance, fund management and stockbroking. Mr. Wong Tze Kin did not hold any other
directorship in any other public listed company in the past three years.
Length of service
Mr. Wong Tze Kin, David has been an independent non-executive Director of the
Company since 26 March 2004.
Relationships
Other than the relationship arising from his being an independent non-executive
Director, Mr. Wong Tze Kin, David does not have any relationships with any other
Directors, senior management, substantial shareholders (as defined in the Listing Rules), or
controlling shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Wong Tze Kin, David was interested or deemed
to be interested in 200,000 Shares or underlying Shares pursuant to Part XV of the SFO.
Director’s emoluments
There is no service contract between Mr. Wong Tze Kin, David and the Company. Mr.
Wong is entitled to receive a directors’ fee which is to be fixed by the Board as authorised
by the shareholders at each annual general meeting.
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the
provisions under paragraphs 13.51(2)(h) to 13.51(2)(w) of the Listing Rules and there is no
other matters that need to be brought to the attention of the Shareholders in connection with
the re-election.
APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
– 18 –
TEXWINCA HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 321)
NOTICE IS HEREBY GIVEN that an Annual General Meeting of Texwinca Holdings
Limited (the ‘‘Company’’) will be held at World Trade Centre Club Hong Kong, 38/F., World
Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Friday, 24 August 2007 at
10:30 a.m. for the following purposes:
1. To receive and consider the Audited Consolidated Financial Statements and the Report
of the Directors and the Independent Auditors’ Report for the year ended 31 March
2007;
2. To declare a final dividend;
3. To elect Directors and to authorise the Board of Directors to fix the Directors’
remuneration;
4. To appoint Auditors and to authorise the Board of Directors to fix the Auditors’
remuneration;
5. To consider as special business and, if thought fit, pass with or without amendments,
the following resolution as an ordinary resolution:
‘‘THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during
the Relevant Period (as defined below) of all the powers of the Company to
purchase its shares, subject to and in accordance with the applicable laws, be and
is hereby generally and unconditionally approved;
(b) the total nominal amount of shares of the Company to be purchased pursuant to
the approval in paragraph (a) above shall not exceed 10% of the total nominal
amount of the share capital of the Company in issue on the date of passing of
this resolution and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the
passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
NOTICE OF ANNUAL GENERAL MEETING
– 19 –
(ii) the revocation or variation of the authority given under this resolution by
ordinary resolution passed by the Company’s shareholders in general
meeting; and
(iii) the expiration of the period within which the next annual general meeting
of the Company is required by the bye-laws of the Company or any
applicable laws to be held.’’;
6. To consider as special business and, if thought fit, pass with or without amendments,
the following resolution as an ordinary resolution:
‘‘THAT:
(a) the exercise by the Directors during the Relevant Period (as defined below) of all
the powers of the Company to allot, issue and deal with additional shares of the
Company and to make or grant offers, agreements and options which would or
might require shares to be allotted, issued or dealt with during or after the end of
the Relevant Period (as defined below), be and is hereby generally and
unconditionally approved, provided that, otherwise than pursuant to (i) a rights
issue where shares are offered to shareholders on a fixed record date in
proportion to their then holdings of shares (subject to such exclusions 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 recognised regulatory body or any stock
exchange in any territory outside Hong Kong) or (ii) any option scheme or
similar arrangement for the time being adopted for the grant or issue to officers
and/or employees of the Company and/or any of its subsidiaries and/or any
eligible grantee pursuant to the scheme of shares or rights to acquire shares of
the Company, or (iii) any scrip dividend scheme or similar arrangement
providing for the allotment of shares in lieu of the whole or part of a dividend
on shares of the Company in accordance with the bye-laws of the Company, the
total nominal amount of additional shares to be allotted, issued, dealt with or
agreed conditionally or unconditionally to be allotted, issued or dealt with shall
not in total exceed 20% of the total nominal amount of the share capital of the
Company in issue on the date of passing of this resolution and the said approval
shall be limited accordingly; and
(b) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from 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 revocation or variation of the authority given under this resolution by an
ordinary resolution passed by the Company’s shareholders in general
meeting; and
NOTICE OF ANNUAL GENERAL MEETING
– 20 –
(iii) the expiration of the period within which the next annual general meeting
of the Company is required by the bye-laws of the Company or any
applicable laws to be held.’’; and
7. To consider as special business and, if thought fit, pass with or without amendments,
the following resolution as an ordinary resolution:
‘‘THAT the general mandate granted to the Directors of the Company pursuant to
resolution no. 6 above and for the time being in force to exercise the powers of the
Company to allot shares and to make or grant offers, agreements and options which
might require the exercise of such powers be and is hereby extended by the total
nominal amount of shares in the capital of the Company repurchased by the Company
pursuant to the exercise by the Directors of the Company of the powers of the
Company to purchase such shares since the granting of such general mandate referred
to in the above resolution no. 5, provided that such amount shall not exceed 10% of
the total nominal amount of the share capital of the Company in issue on the date of
passing of this resolution.’’
By order of the Board
Chan Chi Hon
Secretary
Hong Kong, 25 July 2007
Notes:
(a) The Register of Members of the Company will be closed from Friday, 17 August 2007 to
Friday, 24 August 2007 (both days inclusive), during which period no transfer of shares of
the Company will be registered. In order to qualify for entitlement to the proposed final
dividend for the year ended 31 March 2007 and for attending the Annual General Meeting,
all transfers of shares of the Company accompanied by the relevant share certificates and the
appropriate transfer forms must be lodged with the Company’s Branch Registrar in Hong
Kong, Tengis Limited (will be renamed as Tricor Tengis Limited with effect from 1 August
2007), at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for
registration not later than 4:00 p.m. on Thursday, 16 August 2007.
(b) A shareholder of the Company entitled to attend and vote at the Annual General Meeting is
entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy
need not be a shareholder of the Company. If more than one proxy is so appointed, the
appointment shall specify the number and class of shares in respect of which each such
proxy is so appointed.
(c) To be valid, a form of proxy and the instrument appointing the power of attorney or other
authority, if any, under which it is signed, or a certified copy of such power or authority,
must be lodged with the Company’s Branch Registrar in Hong Kong, Tengis Limited, at
26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours
before the time fixed for holding the Annual General Meeting or the adjournment thereof.
NOTICE OF ANNUAL GENERAL MEETING
– 21 –
