Able Engineering Holdings Limited - Proxy Solicitation & Information Statement 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your shares in ABLE ENGINEERING HOLDINGS LIMITED (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

ABLE ENGINEERING HOLDINGS LIMITED 安保工程控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1627)

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, FINAL DIVIDEND AND ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the “ AGM ”) to be held at Orchid Room, 2/F, Royal Garden Hotel, 69 Mody Road, Tsimshatsui, Kowloon, Hong Kong on 31 August 2018 (Friday) at 9:45 a.m. is set out on pages 27 to 32 of this circular. A form of proxy for use at the AGM (or any adjournment thereof) is enclosed herewith. Whether or not you intend to attend and vote at the AGM (or any adjournment thereof), you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM (or any adjournment thereof) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

20 July 2018

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE . . . . . . . . . .	5
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
FINAL DIVIDEND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
ADOPTION OF SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II – PROFILES OF DIRECTORS
PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . .	13
APPENDIX III – SUMMARY OF PRINCIPAL TERMS OF
THE SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . .	16
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context requires otherwise:

“Adoption Date”
the date on which the Share Option Scheme is conditionally adopted by resolution of the Company in general meeting
“AGM”
the annual general meeting of the Company convened to be held on 31 August 2018 (Friday) or any adjournment thereof, notice of the AGM (or any adjournment thereof) is set out on pages 27 to 32 of this circular
“Articles of Association”
the articles of association of the Company currently in force
“associate”
has the meaning ascribed to it under Rule 14A.06(2) of the Listing Rules
“Board”
the board of Directors of the Company
“Business Day”
a day (other than a Saturday or a Sunday) on which licensed banks are generally open for business in Hong Kong and the Stock Exchange is open for business of trading in securities
“close associate(s)”
has the meaning ascribed to it under the Listing Rules
“Company”
Able Engineering Holdings Limited, an exempted company incorporated in Cayman Islands with limited liability and whose Shares are listed on the Main Board of The Stock Exchange (Stock Code: 1627)
“connected person(s)”
has the meaning ascribed to it under Rule 14A.06(7) of the Listing Rules
“Date of Grant”
the date on which the Board resolves to make an Offer to the Participant, which date must be a Business Day
“Director(s)”
the director(s) of the Company

– 1 –

DEFINITIONS

“Grantee”
any Participant who accepts an Offer in accordance with the terms of the Share Option Scheme, or (where the context so permits) any person who is entitled to any such Option in consequence of the death of the original Grantee, or the legal personal representative of such person
“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”
13 July 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange, as amended from time to time
“Offer”
the offer of the grant of an Option made by the Board in accordance with the terms of the Share Option Scheme
“Option(s)” option(s) to subscribe for Shares granted pursuant to the Share Option Scheme
“Option Period”
a period to be notified by the Board to each Grantee at the time of making an Offer, which shall not expire later than 10 years from the Date of Grant
“Participant”
any directors (including executive directors, non-executive directors and independent non-executive directors) and full-time employees of any member of the Group and the Vantage Group
“SFO”
the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), as amended from time to time
“Share(s)”
ordinary share(s) of HK$0.01 each in the issued share capital of the Company
“Shareholder(s)” or “Member(s)”

the holder(s) of the Share(s)

– 2 –

DEFINITIONS

“Share Option Scheme”
“Subscription Price”
“subsidiary”
“Takeovers Code”
“The Stock Exchange”
“Vantage”
“Vantage Group”
“%”
the share option scheme of the Company proposed to be adopted at the AGM, a summary of the principal terms of which is set out in Appendix III to this circular
the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option pursuant to the terms of the Share Option Scheme, subject to adjustments in accordance with the terms of the Share Option Scheme
has the meaning ascribed to it under the Listing Rules
the Code on Takeovers and Mergers and Share Buy-backs, as amended, supplemented or otherwise modified from time to time
The Stock Exchange of Hong Kong Limited
Vantage International (Holdings) Limited (盈信控股有限公司), an exempted company incorporated in Bermuda with limited liability and whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 15), which is the holding company of the Company
Vantage and its subsidiaries
per cent.

– 3 –

LETTER FROM THE BOARD

ABLE ENGINEERING HOLDINGS LIMITED 安保工程控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1627)

Directors:

Executive Directors: Mr. NGAI Chun Hung (Chairman) Mr. IP Yik Nam (Chief Executive Officer) Mr. YAU Kwok Fai Mr. YAM Kui Hung Mr. LAU Chi Fai, Daniel Mr. CHEUNG Ho Yuen

Independent Non-executive Directors: Dr. LI Yok Sheung Ms. MAK Suk Hing Ms. LEUNG Yuen Shan, Maisy

Registered Office:

PO Box 1350, Clifton House 75 Fort Street Grand Cayman KY1-1108 Cayman Islands

Head Office and Principal Place of Business: No. 155 Waterloo Road Kowloon Tong Kowloon Hong Kong

20 July 2018

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, FINAL DIVIDEND AND ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed for at the AGM of the Company to be held at Orchid Room, 2/F, Royal Garden Hotel, 69 Mody Road, Tsimshatsui, Kowloon, Hong Kong on 31 August 2018 (Friday) at 9:45 a.m., among others including (i) granting of the New Issue Mandate (as defined below) to the Directors; (ii) granting of the New Repurchase Mandate (as defined below) to the Directors; (iii) extension of the New Issue Mandate; (iv) re-election of Directors; (v) declaration of final dividend; and (vi) adoption of the Share Option Scheme; and to give you notice of the AGM at which the resolutions as set out in the notice will be proposed at the AGM.

– 4 –

LETTER FROM THE BOARD

NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE

At the last annual general meeting of the Company held on 1 September 2017, the Shareholders approved, among others, ordinary resolutions to grant to the Directors general mandates:

(i) to allot, issue and deal with up to 400,000,000 new Shares, being 20% of the issued share capital of the Company as at 1 September 2017 (the “ Existing Issue Mandate ”); and
(ii) to repurchase up to 200,000,000 Shares, being 10% of the issued share capital of the Company as at 1 September 2017 (the “ Existing Repurchase Mandate ”).

In accordance with the terms of the Listing Rules, the Existing Issue Mandate and the Existing Repurchase Mandate will lapse at the conclusion of the forthcoming AGM. The Directors believe that renewal of these general mandates is in the interests of the Company and its Shareholders as a whole. Accordingly, ordinary resolutions will be proposed at the AGM (or any adjournment thereof) to:

(i) renew the Existing Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares up to a maximum of 20% of the aggregate nominal share capital of the Company in issue at the date of passing of such resolution (the “ New Issue Mandate ”);
(ii) renew the Existing Repurchase Mandate to the Directors to repurchase fully-paid up Shares of the Company up to a maximum of 10% of the aggregate nominal share capital of the Company in issue at the date of passing of such resolution (the “ New Repurchase Mandate ”); and
(iii) enable the Directors to issue, under the New Issue Mandate referred to in item (i) above, an additional number of Shares representing that number of Shares repurchased under the New Repurchase Mandate.

The New Issue Mandate and the New Repurchase Mandate, if granted, will remain effective until 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 to be held under the applicable laws or the Bye-laws; or (iii) the revocation or variation by an ordinary resolution of the Shareholders in general meeting.

Exercise in full of the New Issue Mandate, based on the existing 2,000,000,000 Shares issued as at the Latest Practicable Date and on the basis that no further Shares are issued, cancelled or repurchased prior to the date of the AGM, could accordingly result in up to 400,000,000 Shares being allotted and issued by the Company during the course of the period prior to the next annual general meeting. The Directors have no immediate plans to allot and issue any Shares under the New Issue Mandate.

An explanatory statement containing all relevant information relating to the proposed New Repurchase Mandate in accordance with the Listing Rules is set out in Appendix I to this circular.

– 5 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

At as the Latest Practicable Date, the Board currently comprised the following Directors:

Executive Directors

Mr. NGAI Chun Hung (Chairman) Mr. IP Yik Nam (Chief Executive Officer) Mr. YAU Kwok Fai Mr. YAM Kui Hung Mr. LAU Chi Fai, Daniel Mr. CHEUNG Ho Yuen

Independent Non-executive Directors

Dr. LI Yok Sheung Ms. MAK Suk Hing Ms. LEUNG Yuen Shan, Maisy

Pursuant to the Article of Association and the Corporate Governance Code and Corporate Governance Report (the “ CG Code ”), Mr. NGAI Chun Hung, Mr. YAM Kui Hung and Dr. LI Yok Sheung will hold the office only until the next following annual general meeting and all of them being eligible, have offered themselves for re-election at the AGM.

Profiles of the retiring Directors proposed for re-election at the AGM are set out in Appendix II to this circular.

The Company is of the view that each of those existing independent non-executive Directors meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

FINAL DIVIDEND

As announced by the Company in its announcement dated 22 June 2018 relating to annual results for the year ended 31 March 2018, the Board has recommended to declare a final dividend of HK5 cents per Share for the year ended 31 March 2018 to the Shareholders whose names appear on the register of members of the Company on 11 September 2018, Tuesday. Subject to the approval of the Shareholders at the forthcoming AGM, the proposed payment of the final dividend is intended to be declared out of the Retained Profits Account.

Subject to the approval of the Shareholders at the forthcoming AGM, for the purposes of ascertaining the entitlement to the final dividend, the register of members of the Company will be closed from 10 September 2018, Monday to 11 September 2018, Tuesday (both days inclusive) during which period no transfer of Shares will be registered. In order to qualify for the final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 pm on 7 September 2018, Friday.

– 6 –

LETTER FROM THE BOARD

ADOPTION OF SHARE OPTION SCHEME

As at the Latest Practicable Date, the Company does not maintain any subsisting share option scheme. In order to enable the Group to grant Options to selected eligible Participants, including Directors, as incentives or rewards for their contribution to the Group, as well as a way to attract and retain eligible Participants, the Directors propose to recommend to the Shareholders at the AGM to adopt the Share Option Scheme.

The Share Option Scheme will become effective after all the conditions precedent as referred to under the paragraph headed “Conditions precedent of the Share Option Scheme” below have been fulfilled. Pursuant to Rule 17.01(4) of the Listing Rules, as the Company is a subsidiary of Vantage which is also listed on the Stock Exchange, the adoption of the Share Option Scheme is also conditional upon the passing of an ordinary resolution for its approval by the shareholders of Vantage at its general meeting.

As at the Latest Practicable Date, there were a total of 2,000,000,000 Shares in issue. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date up to the Adoption Date, the maximum number of Shares which may be issued pursuant to the Share Option Scheme and any other schemes (if any) will be 200,000,000 Shares, representing 10% of the total number of Shares in issue as at the Adoption Date.

As at the Latest Practicable Date, the Company does not have any plan to grant any Options and has not identified any Participant to whom it will make an Offer to take up an Option.

Principal terms of the Share Option Scheme

A summary of the principal terms of the Share Option Scheme is set out in the Appendix III to this circular. The terms of the Share Option Scheme are in accordance with the provisions of Chapter 17 of the Listing Rules.

No trustees will be appointed under the Share Option Scheme.

Conditions precedent of the Share Option Scheme

The Share Option Scheme is conditional upon:

(i) the Board approving the Share Option Scheme;
(ii) the passing of the necessary resolution by the Shareholders in general meeting to approve and adopt the Share Option Scheme and authorising the Directors to grant Options to subscribe for Shares and to allot, issue and deal with Shares pursuant to the exercise of any Options granted under the Share Option Scheme;
(iii) the passing of the necessary resolution by the shareholders of Vantage in general meeting to approve the adoption of the Share Option Scheme by the Company; and

– 7 –

LETTER FROM THE BOARD

(iv) the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in any Shares to be issued pursuant to the exercise of Options in accordance with the terms and conditions of the Share Option Scheme.

As at the Latest Practicable Date, only the condition referred to in (i) above has been satisfied.

An application will be made to the Stock Exchange for the approval for the listing of and permission to deal in any Shares which may fall to be allotted and issued pursuant to the exercise of the Options granted under the Share Option Scheme.

Subscription Price

The Subscription Price shall be such price determined by the Board at its absolute discretion and notified to the Participant in the Offer at the time of the Offer and shall be no less than the higher of:

(i) the closing price of the Shares as stated in the daily quotations sheet issued by the Stock Exchange on the Date of Grant;
(ii) the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the five Business Days immediately preceding the Date of Grant; or
(iii) the nominal value of a Share on the Date of Grant.

Value of the Options

The Directors consider that it would not be appropriate to state the value of all Options that can be granted under the Share Option Scheme as if they had been granted on the Latest Practicable Date, as a number of variables which are crucial for the calculation of the value of all Options are yet to be determined. Such variables include but are not limited to the Subscription Price, exercise period, any lock-up period and any performance target to be set. The Directors believe that any calculation of the value of all Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

Document available for inspection

A copy of the rules of the Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong at No. 155, Waterloo Road, Kowloon Tong, Kowloon, Hong Kong during normal business hours on any weekdays other than public holidays from the date of this circular up to and including the date of the AGM.

– 8 –

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The notice of the AGM, which contains, among others, the special business to approve the ordinary resolutions to approve the New Issue Mandate, the New Repurchase Mandate and the extension of the New Issue Mandate, is set out on pages 27 to 32 in this circular. To the extent that the Directors are aware, having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on any resolution at the AGM.

A form of proxy is enclosed with this circular for use at the AGM (or any adjournment thereof). Whether or not you intend to attend the AGM (or any adjournment thereof), you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event, no later than 48 hours before the time fixed for holding the AGM (or any adjournment thereof). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so desire.

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles of Association, all votes of the Shareholders at general meetings of the Company must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hand. The chairman will therefore demand a poll for every resolution put to the vote of the AGM. The results of the poll will be published on the websites of The Stock Exchange and the Company as soon as possible in accordance with Rule 13.39 of the Listing Rules.

RESPONSIBILITY STATEMENT

This document, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

RECOMMENDATION

The Board considers that the granting of the New Issue Mandate and the New Repurchase Mandate, the extension of the New Issue Mandate, the re-election of Directors and the adoption of the Share Option Scheme are all in the best interests of the Company and the Shareholders and therefore recommends you to vote in favor of all the resolutions to be proposed at the AGM (or any adjournment thereof).

Yours faithfully By order of the Board ABLE ENGINEERING HOLDINGS LIMITED NGAI Chun Hung

Chairman

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

This explanatory statement contains the information required under Rule 10.06(1)(b) of the Listing Rules. Its purpose is to provide Shareholders with information reasonably necessary to enable them to make an informed decision as to the proposed resolution regarding the New Repurchase Mandate.

1. REASONS FOR REPURCHASES

The Directors have no present intention to repurchase any Shares of the Company but believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase its own Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,000,000,000 Shares of HK$0.01 each.

Exercise in full of the New Repurchase Mandate, on the basis that no further Shares are issued and repurchased prior to the date of the AGM, could accordingly result in up to 200,000,000 Shares being repurchased by the Company during the course of the period prior to the next annual general meeting.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds entirely from the Company’s available cash flow or working capital facilities, which will be funded legally available for such purpose in accordance with its memorandum of association and Articles of Association and the applicable laws of the Cayman Islands.

If the New Repurchase Mandate were exercised in full, 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 2018). However, the Directors do not propose to exercise the New Repurchase 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.

4. INTENTION OF DIRECTORS AND CONNECTED PERSONS TO SELL SHARES

None of the Directors nor, to the best of their knowledge and belief, having made all reasonable enquiries, any of their associates have notified the Company that they currently intend to sell Shares to the Company or its subsidiaries in the event that the proposed New Repurchase Mandate is approved by the Shareholders.

– 10 –

APPENDIX I

EXPLANATORY STATEMENT

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell Shares to the Company nor has he/she undertaken not to sell any of such Shares held by him/her to the Company in the event that the New Repurchase Mandate is approved by the Shareholders that Company is authorised to make repurchases of its own shares.

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:

	PER	SHARE
	Highest	Lowest
	HK$	HK$
2017
June	0.83	0.69
July	0.72	0.61
August	0.72	0.59
September	0.79	0.62
October	0.72	0.59
November	0.65	0.58
December	0.6	0.52
2018
January	0.62	0.54
February	0.61	0.53
March	0.62	0.54
April	0.58	0.52
May	0.69	0.53
June	0.69	0.56
July (up to the Latest Practicable Date)	0.62	0.56

(Source: www.hkex.com.hk)

6. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares in six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.

– 11 –

APPENDIX I

EXPLANATORY STATEMENT

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to Repurchase Mandate in accordance with the Listing Rules and the laws of the Cayman Islands and in accordance with the regulations set out in the Memorandum and Articles of Association of the Company.

8. EFFECT OF TAKEOVERS CODE

If, as a result of a repurchase of securities, a substantial Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a 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 of the Takeovers Code.

As at the Latest Practicable Date and to the best knowledge and belief of the Directors, (i) Vantage, through its wholly-owned subsidiary, namely Profit Chain Investment Limited was interested in 75.0% of the existing issued share capital of the Company; and (ii) Mr. NGAI Chun Hung (“ Mr. NGAI ”), an executive Director, chairman of the Board and a controlling shareholder of the Company, is interested in or deemed to be interested in 1,080,011,200 Vantage’s shares by virtue of (a) his personal interest in 6,250,800 Vantage’s shares; (b) his beneficiary interest in 235,000,000 Vantage’s shares held by Fame Yield International Limited (“ Fame Yield ”), a company incorporated in Hong Kong whose issued share capital is legally and beneficially owned by Mr. NGAI; and (c) his beneficiary and deemed interest in 838,760,400 Vantage’s shares held by Winhale Ltd., which ultimately beneficially owned by Xyston Trust, a discretionary family trust set up by Mr. NGAI for the benefits of Mr. NGAI and his family members, representing a total of approximately 64.17% of the issued share capital of Vantage. Thus, he and his associates are also deemed to be interested in 75.0% interest in the Company. In the event that the Directors should exercise the power to repurchase Shares under the New Repurchase Mandate in full, the shareholding of Vantage will be increased to approximately 83.3% of the issued share capital of the Company.

In the event the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the New Repurchase Mandate, the interests of Mr. NGAI in the Company would be increased to approximately 83.3%. On the basis of the aforesaid increase of shareholding held by the Shareholders set out above, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the New Repurchase Mandate was exercised in full.

As the exercise of the New Repurchase Mandate in full would result in insufficient public float of the Company, the Directors have no intention to exercise the New Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total number of issued Shares.

– 12 –

APPENDIX II

PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

The profiles of the retiring Directors proposed to be re-elected at the AGM are as follows:

Mr. NGAI Chun Hung, Executive Director

Mr. NGAI Chun Hung (“ Mr. NGAI ”), aged 55, a controlling shareholder of the Company, has been the Chairman of the Board and the Executive Director since July 2016. He is also the Chairman of the Board and the Executive Director of Vantage International (Holdings) Limited (“ Vantage ”, stock code: 15, an intermediate holding company of the Company) since July 2000.

Mr. NGAI is a director of every subsidiary of the Group. He is also the chairman of the Nomination Committee of the Company. Mr. NGAI has over 20 years of extensive experience in the construction industry and over 13 years of experience in the property industry. He is primarily responsible for the management of the Board and the board of directors of Able Holdings and the strategic planning of the Group. Save as aforesaid, Mr. NGAI has not held any directorship in other listed public companies in the last three years.

Mr. NGAI and Mr. YAU Kwok Fai, an executive Director of the Company, are brothers-in-law. Mr. NGAI does not have any relationship with any Directors, senior management or substantial shareholders of the Company other than that disclosed in this circular.

At the Latest Practicable Date, Mr. NGAI is interested in or deemed to be interested in 1,500,000,000 Shares (75% of the issued share capital of the Company) through his interested in or deemed to be interested in 1,080,011,200 Vantage’s shares, by virtue of (i) his personal interest in 6,250,800 Vantage’s shares; (ii) his beneficiary interest in 235,000,000 Vantage’s shares held by Fame Yield; and (iii) his beneficiary and deemed interest in 838,760,400 Vantage’s shares held by Winhale Ltd., representing a total of approximately 64.17% of the issued share capital of Vantage. In addition, Mr. NGAI holds an option to subscribe for a maximum of 4,500,000 Vantage’s shares. Save as aforesaid, Mr. NGAI does not have any other interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. NGAI is currently entitled to an annual remuneration of HK$3,542,500. Mr. NGAI’s remuneration has been determined by the Company with reference to his duties and responsibilities as well as the prevailing market conditions. Mr. NGAI is also entitled to a performance related bonus for each financial year which is at the discretion of the Board and determined by reference to Mr. NGAI’s and the Group’s performance. Mr. NGAI has entered into a service contract with the Group for a term of three years commencing from 20 February 2017, the contract may be terminated by either party by giving a six-month written notice.

Save as disclosed above, Mr. NGAI has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election, nor is there information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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APPENDIX II

PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Yam Kui Hung, Executive Director

Mr. Yam Kui Hung (“ Mr. YAM ”), aged 59, has been appointed as an executive Director of the Company since September 2016. Mr. YAM is primarily responsible for quality assessment and project risk management of our Group.

Mr. YAM has over 38 years of experience in the construction field. He obtained a higher certificate in building studies from the Hong Kong Polytechnic in November 1982 and a postgraduate diploma in construction management from the Construction Industry Training Authority in Hong Kong in October 1989. He is a corporate member of the HKIE.

Mr. YAM has not held any directorship in other listed public companies in the last three years and does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, Mr. YAM does not have interests in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. YAM is currently entitled to an annual remuneration of HK$1,472,000. Mr. YAM’s remuneration has been determined by the Company with reference to her duties and responsibilities as well as the prevailing market conditions. Mr. YAM is also entitled to a performance related bonus for each financial year which is at the discretion of the Board and determined by reference to Mr. YAM’s and the Group’s performance. Mr. YAM has entered into a service contract with the Group for a term of three years commencing from 20 February 2017, the contract may be terminated by either party by giving a six-month written notice.

Save as disclosed above, Mr. YAM has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election, nor is there information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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APPENDIX II

PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

Dr. LI Yok Sheung, Independent Non-executive Director (“ INED ”)

Dr. LI Yok Sheung (“ Dr. LI ”), aged 65, has been appointed as an INED of the Company since January 2017. Dr. LI is mainly responsible for supervising and providing independent advice to our Board. He is currently the Chairman of the Company’s Remuneration Committee and a member of the Audit Committee and the Nomination Committee.

Dr. LI has over 30 years of experience in civil engineering and education. He graduated from the University of Hong Kong with a bachelor of science degree in engineering in November 1975 and a doctor of philosophy degree in November 1980. Dr. LI joined the Hong Kong Polytechnic as lecturer in September 1984 and was appointed as the chair professor of coastal and environmental engineering in January 2000. From July 2000 to July 2007, he also served as the head of the department of civil and structural engineering (renamed as department of civil and environmental engineering in 2012) of the Hong Kong Polytechnic University. Dr. LI retired from the position of chair professor in June 2013 was appointed as advisor of department of civil and environmental engineering from September 2013 to August 2018.

Dr. LI is a registered professional engineer. He is also a fellow of the HKIE since September 1997. Dr. LI served on the publications committee of the HKIE between 2002 and 2008 and was the chairman of such committee from 2005 to 2008. He was a member of the structural engineers registration committee panel under the Buildings Department in 2004 and 2005. He was appointed as an independent reviewer by the then Territory Development Department for the Central Reclamation Phase III Project in 2003.

Dr. LI has not held any directorship in other listed public companies in the last three years. Dr. LI does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, Dr. LI does not have interests in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Dr. LI is currently entitled to an annual remuneration of HK$144,000 which has been determined by the Company with reference to his duties and responsibilities as well as the prevailing market conditions. Dr. LI has been appointed under an appointment letter for a term of two years expiring on 19 February 2019 or the date of the forthcoming AGM.

Save as disclosed above, Dr. LI has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election, nor is there information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

The following is a summary of the principal terms of the Share Option Scheme proposed to be adopted at the AGM. It does not form part of, nor is it intended to be part of the rules of the Share Option Scheme and it should not be taken as affecting the interpretation of the rule of the Share Option Scheme. The Directors reserve the right at any time prior to the AGM to make such amendments to the Share Option Scheme as they may consider necessary or appropriate provided that such amendments do not conflict with any material aspects with the summary of this appendix.

1. PURPOSE OF THE SHARE OPTION SCHEME

The purpose of the Share Option Scheme is to provide Participants with the opportunity to acquire proprietary interests in the Company and to encourage Participants to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole. The Share Option Scheme will provide the Company with a flexible means of either retaining, incentivising, rewarding, remunerating, compensating and/or providing benefits to Participants.

2. CONDITIONS PRECEDENT OF THE SHARE OPTION SCHEME

The Share Option Scheme is conditional upon:

(a) the Board approving the Share Option Scheme;
(b) the passing of the necessary resolution by the Shareholders in general meeting to approve and adopt the Share Option Scheme and authorising the Directors to grant Options to subscribe for Shares and to allot, issue and deal with Shares pursuant to the exercise of any Options granted under the Share Option Scheme;
(c) the passing of the necessary resolution by the shareholders of Vantage in general meeting to approve the adoption of the Share Option Scheme by the Company; and
(d) the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in any Shares to be issued pursuant to the exercise of Options in accordance with the terms and conditions of the Share Option Scheme.

3. ELIGIBLE PARTICIPANTS FOR THE PURPOSE OF THE SHARE OPTION SCHEME

Eligible Participants include any directors (including executive directors, non-executive directors and independent non-executive directors) and full-time employees of any member of the Group and Vantage. On and subject to the terms of the Share Option Scheme and the requirements of the Listing Rules, the Board shall be entitled at any time within 10 years after the Adoption Date to make an Offer to any Participant, as the Board may in its absolute discretion select, to take up an Option.

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

4. DURATION OF THE SHARE OPTION SCHEME

Subject to paragraphs 2 and 16, the Share Option Scheme shall be valid and effective for a period of 10 years commencing on the Adoption Date. After the expiry of the ten year period, no further Options shall be offered or granted, but in all other respects the provisions of the Share Option Scheme shall remain in full force and effect. Options complying with the provisions of Chapter 17 of the Listing Rules which are granted during the life of the Share Option Scheme shall continue to be exercisable in accordance with their terms of issue after the end of the ten year period.

5. MAXIMUM NUMBER OF SHARES SUBJECT TO OPTIONS

(a) The overall limit on the number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and other share option schemes of the Company (and to which the provisions of Chapter 17 of the Listing Rules are applicable) must not exceed 30% of the Shares in issue from time to time (“ Scheme Limit ”).
(b) The Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and other share option schemes of the Company (and to which the provisions of Chapter 17 of the Listing Rules are applicable) shall not exceed 10% of the aggregate of the Shares in issue on the Adoption Date (the “ Scheme Mandate Limit ”). Options lapsed in accordance with the terms of the Share Option Scheme shall not be counted for the purpose of calculating the Scheme Mandate Limit.
(c) The Company may refresh the Scheme Mandate Limit at any time subject to prior Shareholders’ approval. However, the Scheme Mandate Limit as refreshed shall not exceed 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval. Options previously granted under the Share Option Scheme and other share option schemes of the Company (and to which the provisions of Chapter 17 of the Listing Rules are applicable) (including those outstanding, cancelled, lapsed in accordance with its terms or exercised), shall not be counted for the purpose of calculating the limit as refreshed. A circular must be sent to Shareholders in connection with the meeting at which their approval will be sought.
(d) The Company may also seek separate Shareholders’ approval for granting Options beyond the Scheme Mandate Limit to Participants specifically identified by the Company before the aforesaid Shareholders’ meeting where such approval is sought. A circular shall be sent to Shareholders containing (among other requirements as specified under the Listing Rules) a generic description of the identified Participants, the number and terms of the Options to be granted, the purpose of granting Options to the identified Participants, and how those Options serve such purpose.

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

(e) The maximum number of Shares referred to in this paragraph shall be adjusted, in such manner as the auditors or the financial advisor of the Company retained for such purpose shall certify to be appropriate, fair and reasonable in the event of any alteration in the capital structure of the Company in accordance with paragraph 13 whether by way of capitalisation of profits or reserves, rights issue, subdivision or consolidation of Shares, or reduction of the share capital of the Company, but in any event shall not exceed the Scheme Limit prescribed in this paragraph.

6. MAXIMUM ENTITLEMENT OF SHARES OF EACH PARTICIPANT

The total number of Shares issued and to be issued upon exercise of the Options granted to each Participant (including both exercised, cancelled and outstanding Options) in any 12-month period shall not exceed 1% of the Shares in issue (the “ Individual Limit ”). Any further grant of Options to a Participant which would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such Participant (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the Date of Grant of such further Options exceeding the Individual Limit shall be subject to Shareholders’ approval in advance with such Participant and his close associates (or his associates if such Participant is a connected person) abstaining from voting. A circular must be sent to the Shareholders disclosing the identity of such Participant and the number and terms of the Options previously granted and to be granted to such Participant. The number and terms of Options to be granted to such Participants shall be fixed before Shareholders’ approval is sought and the date of the Board meeting for proposing such further grant shall for all purposes be the Date of Grant for the purpose of calculating the Subscription Price.

7. GRANT OF OPTION

(a) On and subject to the terms of the Share Option Scheme and the requirements of the Listing Rules, the Board shall be entitled at any time within 10 years after the Adoption Date to make an Offer to any Participant, as the Board may in its absolute discretion select, to take up an Option pursuant to which such Participant may, during the Option Period, subscribe for such number of Shares as the Board may determine at the Subscription Price. The Offer shall specify the terms on which the Option is to be granted. Such terms may include any minimum period(s) for which an Option must be held and/or any minimum performance target(s) that must be reached, before the Option can be exercised in whole or in part, and may include at the discretion of the Board other terms imposed (or not imposed) either on a case by case basis or generally.

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

(b) Each grant of Options to any Director (including executive Directors, non-executive Directors and independent non-executive Directors), chief executive or substantial shareholder of the Company (or any of their respective associates) shall be subject to the prior approval of the independent non-executive Directors (excluding any independent non-executive Director who is a proposed Grantee of the grant of Options).
(c) Where any grant of Options to a substantial shareholder or an independent non-executive Director, or any of their respective associates would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period (or such other period as may from time to time be specified by the Stock Exchange) up to and including the Date of Grant:
(i) representing in aggregate over 0.1% (or such other percentage as may from time to time be specified by the Stock Exchange) of the Shares in issue on the Date of the Grant; and
(ii) having an aggregate value, based on the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on the Date of Grant, in excess of HK$5 million (or such other amount as may from time to time be specified by the Stock Exchange),

such grant of Options shall be subject to prior approval by the Shareholders (voting by way of poll). The Grantee, his associates and all core connected persons (as defined in the Listing Rules) of the Company shall abstain from voting in favour at such general meeting, except that any such person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular to be sent to the Shareholders in connection therewith.

8. PAYMENT OF ACCEPTANCE OF AN OPTION

An Offer shall be deemed to have been accepted and the Option to which the Offer relates shall be deemed to have been granted and to have taken effect when the duplicate of the offer letter comprising acceptance of the Offer duly signed by the Grantee with the number of Shares in respect of which the Offer is accepted clearly stated therein, together with a remittance or payment in favour of the Company of HK$1.00 by way of consideration for the grant thereof, is received by the Company. Such remittance or payment shall not be refundable in any circumstances.

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

9. SUBSCRIPTION PRICE

The Subscription Price shall, subject to the adjustments referred to in paragraph 13, be such price determined by the Board at its absolute discretion and notified to the Participant in the Offer at the time of the Offer and shall be no less than the higher of:

(a) the closing price of the Shares as stated in the daily quotations sheet issued by the Stock Exchange on the Date of Grant;
(b) the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the five Business Days immediately preceding the Date of Grant; or
(c) the nominal value of a Share on the Date of Grant.

10. EXERCISE OF OPTIONS

(a) An Option may, subject to the terms and conditions upon which such Option is granted, be exercised in whole or in part and, other than where it is exercised to the full extent outstanding, shall be exercised in integral multiples of such number of Shares as shall represent one board lot for dealing in Shares on the Stock Exchange for the time being, in the manner as set out in paragraph 10(b), by the Grantee giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance or payment for the aggregate amount of the Subscription Price multiplied by the number of Shares in respect of which the notice is given. Within 15 Business Days after receipt of the notice and the remittance or payment and, where appropriate, receipt of the certificate of the auditors or the relevant financial advisor of the Company (retained for such purpose) pursuant to paragraph 13, the Company shall allot and issue, and shall instruct the Company’s Hong Kong branch share registrar to issue, the relevant Shares to the Grantee credited as fully paid and issue to the Grantee a share certificate in respect of the Shares so allotted.
(b) Subject to the terms and conditions upon which such Option was granted, an Option may be exercised by the Grantee at any time during the Option Period, provided that:
(i) in the event the Grantee (being an employee or a director of any member of the Group or the Vantage Group) ceases to be a Participant for any reason other than (i) his death or (ii) on one or more of the grounds of termination of employment or engagement specified in paragraph 12(f), the Option shall lapse on the date of cessation of such employment or engagement and not be exercisable unless the Board otherwise determines in which event the Option shall be exercisable to the extent and within such period as the Board may determine. The date of cessation of employment of a Grantee (being an employee and who may

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

or may not be a director of any member of the Group or the Vantage Group) shall be the last actual working day on which the Grantee was physically at work with the Company or the relevant subsidiary or any member of the Vantage Group, whether salary is paid in lieu of notice or not;

(ii) in the event the Grantee dies before exercising the Option in full and none of the events for termination of employment or engagement under paragraph 12(f) then exists with respect to such Grantee, the personal representative(s) of the Grantee shall be entitled within a period of 12 months (or such longer period as the Board may determine) from the date of death to exercise the Option up to the entitlement of such Grantee as at the date of death;
(iii) if a general offer by way of voluntary offer, takeover or otherwise (other than by way of scheme of arrangement pursuant to paragraph 10(b)(iv) below) is made to all the holders of Shares (or all such holders other than the offeror, any person controlled by the offeror and any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Company shall forthwith give notice thereof to the Grantee and the Grantee shall be entitled to exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company pursuant to paragraph 10(c)(ii) at any time within such period as shall be notified by the Company;
(iv) if a general offer for Shares by way of scheme of arrangement is made to all the holders of Shares and has been approved by the necessary number of holders of Shares at the requisite meetings, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company pursuant to paragraph 10(c)(ii);
(v) in the event a notice is given by the Company to its Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company pursuant to paragraph 10(c)(ii), and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed Shareholders’ meeting, allot, issue and register in the name of the Grantee such number of fully paid Shares which fall to be issued on exercise of such Option; and

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

(vi) in the event of a compromise or arrangement, other than a scheme of arrangement contemplated in paragraph 10(b)(iv) above, between the Company and its members and/or creditors being proposed in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same day as it first gives notice of the meeting to its members and/or creditors to consider such a compromise or arrangement and the Grantee may at any time thereafter but before such time as shall be notified by the Company exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company pursuant to paragraph 10(c)(ii), and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed meeting, allot, issue and register in the name of the Grantee such number of fully paid Shares which fall to be issued on exercise of such Option.
(c) For the purpose of this paragraph 10:
(i) any references to exercising an Option shall refer to exercising that Option to the extent not already exercised, notwithstanding that the Option Period has not come into effect;
(ii) pursuant to paragraphs 10(b)(iii), (iv), (v) and (vi), the Company may in its discretion notwithstanding the terms of the relevant Option, at the same time as giving the notice provided for under each of those paragraphs, also give notice to a Grantee that his Option may be exercised at any time within such period as shall be notified by the Company and/or to the extent (not being less than the extent to which it could then be exercised in accordance with its terms) notified by the Company; and
(iii) if the Company gives notice under paragraph 10(c)(ii) that an Option can be exercised in part only, the balance of the Option shall lapse.
(d) Shares to be allotted and issued upon the exercise of an Option shall be subject to all the provisions of the memorandum of association and Articles of Association of the Company for the time being in force and shall rank pari passu with the fully paid Shares in issue on the date the name of the Grantee is registered on the register of members of the Company. Prior to the Grantee being registered on the register of members of the Company, the Grantee shall not have any voting rights, or rights to participate in any dividends or distributions (including those arising on a liquidation of the Company), in respect of the Shares to be issued upon the exercise of the Option.

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

11. PERFORMANCE TARGET AND OTHER CONDITIONS

Unless otherwise imposed by the Board (which decision may vary on a case by case basis) and specified in the Offer, there is neither any performance target that need to be achieved by the Grantee before an Option can be exercised nor any minimum period for which an Option must be held before the Option can be exercised.

12. LAPSE OF OPTION

An Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

(a) the expiry of the Option Period;
(b) the date or the expiry of the periods for exercising the Option as referred to in paragraph 10(b);
(c) subject to the scheme of arrangement (referred to in paragraph 10(b)(iv)) becoming effective, the expiry of the period for exercising the Option as referred to in paragraph 10(b)(iv);
(d) subject to paragraph 10(b)(v), the date of the commencement of the winding-up of the Company;
(e) the date on which the Grantee commits a breach of paragraph 18;
(f) the date on which the Grantee (being an employee or a director of any member of the Group or the Vantage Group) ceases to be a Participant by reason of the termination of his employment or engagement on the grounds that he has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his debts or has become bankrupt or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty, or on any other ground on which an employer would be entitled to terminate his employment summarily;
(g) the date on which the Grantee (being a corporation) appears either to be unable to pay or to have no reasonable prospect of being able to pay its debts or has become insolvent or has made any arrangement or composition with its creditors generally;
(h) where the Grantee is an employee, director, officer or contract consultant of a member of the Group (other than the Company), the date on which such member ceases to be a subsidiary;

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

(i) where the Grantee is an employee, director, officer or contract consultant of Vantage or a member of the Vantage Group, the date on which Vantage ceases to be a holding company of the Company or such member ceases to be a subsidiary of Vantage (as the case may be); and
(j) unless the Board otherwise determines, and other than in the circumstances referred to in paragraph 10(b)(i) or 10(b)(ii), the date the Grantee ceases to be a Participant (as determined by a Board resolution) for any reason.

13. REORGANISATION OF CAPITAL STRUCTURE AND SPECIAL DIVIDENDS

In the event of an alteration in the capital structure of the Company whilst any Option remains exercisable whether by way of capitalisation of profits or reserves, rights issue, subdivision or consolidation of Shares, or reduction of the share capital of the Company (other than an issue of Shares as consideration in a transaction), such corresponding alterations (if any) shall be made to:

(a) the number or nominal amount of Shares subject to the Option so far as unexercised; or
(b) the Subscription Price; or
(c) the method of exercise of the Option,

or any combination thereof, as the auditors or a financial advisor engaged by the Company for such purpose shall, at the request of the Company, certify in writing, either generally or as regards any particular Grantee, to be in their opinion fair and reasonable, provided that any such adjustments give a Grantee the same proportion of the equity capital of the Company as that to which that Grantee was previously entitled, but so that no such adjustments be made to the extent that a Share would be issued at less than its nominal value. The capacity of the auditors or financial advisor (as the case may be) in this paragraph is that of experts and not of arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantees. The costs of the auditors or financial advisor (as the case may be) in relation to the preparation of any certificate or the provision of any other services in relation to the Share Option Scheme shall be borne by the Company.

14. ALTERATION OF THE SHARE OPTION SCHEME

(a) Subject to paragraph 14(b) below, the Board may amend any of the provisions of the Share Option Scheme (including without limitation amendments in order to comply with changes in legal or regulatory requirements and amendments in order to waive any restrictions imposed by the provisions of the Share Option Scheme, which are not found in Chapter 17 of the Listing Rules) at any time (but not so as to affect adversely any rights which have accrued to any Grantee at that date).

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

(b) Those specific provisions of the Share Option Scheme which relate to the matters set out in Rule 17.03 of the Listing Rules cannot be altered to the advantage of the Participants, and no changes to the authority of the Directors or administrator of the Share Option Scheme in relation to any alteration of the terms of the Share Option Scheme shall be made, without the prior approval of Shareholders in general meeting. Any alterations to the terms and conditions of the Share Option Scheme which are of a material nature, or any change to the terms of Options granted, must also, to be effective, be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the Share Option Scheme. The Share Option Scheme so altered must comply with Chapter 17 of the Listing Rules.
(c) Notwithstanding any approval obtained pursuant to paragraph 14(b), no amendment shall operate to adversely affect the terms of issue of any Option granted or agreed to be granted prior to such amendment except with the consent or sanction in writing of such number of Grantees as shall together hold Options in respect of not less than three-fourths in nominal value of all Shares then subject to the Options granted under the Share Option Scheme, except where such amendment takes effect automatically under the existing terms of the Share Option Scheme.

15. CANCELLATION OF OPTIONS GRANTED

Any Options granted but not exercised may be cancelled if the Grantee so agrees and new Options may be granted to the Grantee provided such new Options are granted within the limits prescribed by paragraph 5 and otherwise comply with the terms of the Share Option Scheme.

16. TERMINATION OF THE SHARE OPTION SCHEME

The Company by ordinary resolution in general meeting or the Board may at any time resolve to terminate the operation of the Share Option Scheme and in such event no further Options shall be offered or granted but in all other respects the provisions of the Share Option Scheme shall remain in full force and effect. Options which are unexercised and unexpired immediately prior to the termination of the operation of the Share Option Scheme shall continue to be exercisable in accordance with their terms of issue after the termination of the Share Option Scheme.

17. RIGHTS ATTACHING TO THE OPTIONS

The Options do not carry any right to vote in general meeting of the Company, or any right to dividend, or any other rights whether or not arising on the liquidation of the Company.

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APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

18. TRANSFERABILITY OF OPTIONS

An Option and an Offer shall be personal to the Grantee and shall not be transferable or assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any other person over or in relation to any Option held by him or any Offer made to him or attempt to do so, except for the transmission of an Option on the death of the Grantee to his personal representative(s) on terms of the Share Option Scheme. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or part thereof granted to such Grantee without incurring any liability on the part of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

ABLE ENGINEERING HOLDINGS LIMITED 安保工程控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1627)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (“ AGM ”) of Able Engineering Holdings Limited (the “ Company ”) will be held at Orchid Room, 2/F, Royal Garden Hotel, 69 Mody Road, Tsimshatsui, Kowloon, Hong Kong on 31 August 2018 (Friday) at 9:45 a.m for the following purpose (unless otherwise indicated, capitalised terms used in this notice have the same meanings as defined in the circular of the Company dated 20 July 2018 (the “ Circular ”)):

ORDINARY BUSINESS

To receive and adopt the audited financial statements, the report of the Directors and the independent auditors’ report for the year ended 31 March 2018.
To declare a final dividend of HK$0.05 per share (HK5 cents per share) of the Company in respect of the year ended 31 March 2018.
To re-elect Mr. NGAI Chun Hung as an executive Director.
To re-elect Mr. YAM Kui Hung as an executive Director.
To re-elect Dr. LI Yok Sheung as an independent non-executive Director.
To authorise the Board to fix the remuneration of the Directors.
To re-appoint Ernst & Young as the Company’s auditors and to authorise the Board to fix their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution:

“ THAT :

(a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the

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NOTICE OF ANNUAL GENERAL MEETING

powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the Directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers to allot, issue and deal with additional shares in the share capital of the Company under paragraph (a) of this resolution after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company 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 granted under any share option scheme or (iii) any scrip dividend 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 articles of association of the Company, shall not exceed the aggregate of:
(i) twenty per cent. (20%) of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution; and
(ii) (if the Directors are so authorised by a separate ordinary resolution of the members of the Company) the nominal amount of share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to ten per cent. (10%) of the aggregate nominal amount of the share capital of the Company in issue at the date of this resolution), and the said authority pursuant to paragraph (a) above shall be limited accordingly; and
(d) for the purpose of this resolution,

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(iii) the date upon which the authority set out in this resolution is revoked or varied by an ordinary resolution of the members of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company of any class thereof on the register on a fixed record date in proportion to their then holdings of such shares of the Company thereof (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in, any territory).”

To consider 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 of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares, subject to and in accordance with all applicable laws and/or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company which might be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed ten per cent. (10%) of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution and the said approval 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 earlier of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(iii) the date upon which the authority set out in this resolution is revoked or varied by an ordinary resolution of the members of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“ THAT , subject to the passing of Resolutions nos. 8 and 9 set out in this notice, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares of the Company pursuant to Resolution no. 8 set out in this notice be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the share capital of the Company which has been repurchased by the Company since the granting of such general mandate pursuant to Resolution no. 9 set out in this notice, provided that such amount of shares of the Company shall not exceed ten per cent. (10%) of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this Resolution.”

To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

(a) subject to and conditional upon (i) the passing of the necessary resolution by the shareholders of Vantage International (Holdings) Limited (盈信控股有限公司), the holding company of the Company, in general meeting to approve the adoption of the Share Option Scheme by the Company, the rules of which are contained in the document marked “A” produced to this meeting and for the purpose of identification signed by the chairman of the meeting and a summary of the terms of which is contained in Appendix III to the Circular in which this notice of meeting is set out; and (ii) the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in any Shares to be issued pursuant to the exercise of Options which may be granted under the Share Option Scheme, the Share Option Scheme be and is hereby approved and adopted; and
(b) the Directors be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as they may in their absolute discretion consider necessary, desirable or expedient in order to give full effect to the Share Option Scheme including but without limitation:
(i) to administer the Share Option Scheme under which Options will be granted to Participants eligible under the Share Option Scheme to subscribe for Shares, including but not limited to, to grant Options to the Participants in accordance with the Share Option Scheme and to handle all matters necessary in relation to, expedient or incidental to the grant of Options under the Share Option Scheme;

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NOTICE OF ANNUAL GENERAL MEETING

(ii) to allot, issue and deal with any Shares pursuant to the exercise of the subscription rights under any Options which may be granted from time to time in accordance with the terms of the Share Option Scheme; and
(iii) to modify and/or amend the Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the Share Option Scheme relating to modification and/or amendment and the requirements of the Listing Rules.”

By Order of the Board of ABLE ENGINEERING HOLDINGS LIMITED NGAI Chun Hung Chairman

Hong Kong, 20 July 2018

Notes:

A form of proxy for use at the AGM (or any adjournment thereof) is enclosed herewith. Any Shareholder entitled to attend and vote at the meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A Shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. 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. A proxy need not be a Shareholder of the Company but must be present in person at the meeting to represent the Shareholder.
Where there are joint holders of any Share, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the AGM (or any adjournment thereof).
Completion and return of the proxy form in respect of the proposed ordinary resolutions for the AGM will not preclude a Member from attending and voting in person at the AGM (or any adjournment thereof) should he/she so wishes and in such event, the proxy form for the AGM (or any adjournment thereof) will be deemed to have been revoked.

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NOTICE OF ANNUAL GENERAL MEETING

To determine the entitlement to attend and vote at the AGM to be held on 31 August 2018, Friday, the register of members of the Company will be closed from 28 August 2018, Tuesday to 31 August 2018, Friday (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM, unregistered holders of the Shares should ensure all share transfer documents accompanied by the relevant share certificates are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 pm on 27 August 2018, Monday.
Subject to the approval of the final dividend by the Shareholders at the forthcoming AGM, for the purposes of ascertaining the entitlement to the final dividend, the register of members of the Company will be closed from 10 September 2018, Monday to 11 September 2018, Tuesday (both days inclusive) during which period no transfer of Shares will be registered. In order to qualify for the final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 pm on 7 September 2018, Friday.
All proposed ordinary resolutions set out in this notice will be voted by Shareholders of the Company and by way of a poll as required under the Listing Rules. The poll results will be published on the website of the Company http://www.ableeng.com.hk and the website of The Stock Exchange at www.hkexnews.hk following the AGM.
Shares abstained (if any) will not be counted in the calculation of the required majority.
The registration for attending the AGM will start at 9:30 a.m. on 31 August 2018, Friday.
In the event that a gale warning (tropical cyclone no. 8 or above) or black rainstorm warning is in effect at any time between 7:30 a.m. and 9:30 a.m. on the day of the AGM, the AGM may be postponed to a later date and/or time as determined by the Company. If postponed, the Company will, as soon as practicable, post an announcement on its website and on the website of The Stock Exchange to notify Shareholders that the AGM has been postponed (however, a failure to post such a notice shall not affect the postponement of such AGM). The Shareholders may also telephone the Company’s hotline on (852) 2796 0960 to enquire whether the AGM has been postponed. When the date, time and location of the rescheduled AGM has been fixed, the Company will post a further announcement on its website and on the website of The Stock Exchange to notify Shareholders of the date, time and location of the rescheduled AGM. At least seven clear days’ notice shall be given of the rescheduled AGM. Shareholders should in any event exercise due care and caution when deciding to attend the AGM in adverse weather conditions.
As at the date hereof, the Board comprises six executive Directors, namely, Mr. NGAI Chun Hung (Chairman), Mr. IP Yik Nam (Chief Executive Officer), Mr. YAU Kwok Fai, Mr. YAM Kui Hung, Mr. LAU Chi Fai, Daniel and Mr. CHEUNG Ho Yuen and three independent non-executive Directors, namely, Dr. LI Yok Sheung, Ms. MAK Suk Hing and Ms. LEUNG Yuen Shan, Maisy.
The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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AI assistant

Able Engineering Holdings Limited — Proxy Solicitation & Information Statement 2018

50048_rns_2018-07-20_c4930db0-a332-46db-aa84-66dca845827e.pdf

ABLE ENGINEERING HOLDINGS LIMITED 安保工程控股有限公司

DEFINITIONS

ABLE ENGINEERING HOLDINGS LIMITED 安保工程控股有限公司

(Stock Code: 1627)

Directors:

To the Shareholders

INTRODUCTION

NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE

RE-ELECTION OF DIRECTORS

Executive Directors

Independent Non-executive Directors

FINAL DIVIDEND

ADOPTION OF SHARE OPTION SCHEME

Principal terms of the Share Option Scheme

Conditions precedent of the Share Option Scheme

Subscription Price

Value of the Options

Document available for inspection

ANNUAL GENERAL MEETING

RESPONSIBILITY STATEMENT

RECOMMENDATION

1. REASONS FOR REPURCHASES

2. SHARE CAPITAL

3. FUNDING OF REPURCHASES

4. INTENTION OF DIRECTORS AND CONNECTED PERSONS TO SELL SHARES

5. SHARE PRICES

6. SHARE REPURCHASES MADE BY THE COMPANY

7. DIRECTORS’ UNDERTAKING

8. EFFECT OF TAKEOVERS CODE

Mr. NGAI Chun Hung, Executive Director

Mr. Yam Kui Hung, Executive Director

Dr. LI Yok Sheung, Independent Non-executive Director (“ INED ”)

1. PURPOSE OF THE SHARE OPTION SCHEME

2. CONDITIONS PRECEDENT OF THE SHARE OPTION SCHEME

3. ELIGIBLE PARTICIPANTS FOR THE PURPOSE OF THE SHARE OPTION SCHEME

4. DURATION OF THE SHARE OPTION SCHEME

5. MAXIMUM NUMBER OF SHARES SUBJECT TO OPTIONS

6. MAXIMUM ENTITLEMENT OF SHARES OF EACH PARTICIPANT

7. GRANT OF OPTION

8. PAYMENT OF ACCEPTANCE OF AN OPTION

9. SUBSCRIPTION PRICE

10. EXERCISE OF OPTIONS

11. PERFORMANCE TARGET AND OTHER CONDITIONS

12. LAPSE OF OPTION

13. REORGANISATION OF CAPITAL STRUCTURE AND SPECIAL DIVIDENDS

14. ALTERATION OF THE SHARE OPTION SCHEME

15. CANCELLATION OF OPTIONS GRANTED

16. TERMINATION OF THE SHARE OPTION SCHEME

17. RIGHTS ATTACHING TO THE OPTIONS

18. TRANSFERABILITY OF OPTIONS

ABLE ENGINEERING HOLDINGS LIMITED 安保工程控股有限公司

(Stock Code: 1627)

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

SPECIAL BUSINESS

NOTICE OF ANNUAL GENERAL MEETING

“ THAT :

“ THAT :

By Order of the Board of ABLE ENGINEERING HOLDINGS LIMITED NGAI Chun Hung Chairman

Hong Kong, 20 July 2018

NOTICE OF ANNUAL GENERAL MEETING

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Able Engineering Holdings Limited Proxy Solicitation & Information Statement 2018