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AV Concept Holdings Limited Proxy Solicitation & Information Statement 2012

Apr 5, 2012

49323_rns_2012-04-05_7721164d-7cef-4729-849d-3d3b6edb9c0f.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 AV Concept Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or the transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes 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.

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PROPOSED AMENDMENTS TO MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND PROPOSED ADOPTION OF NEW MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at The Conference Room, 6th Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Hong Kong on Friday, 4 May 2012 at 10:00 a.m. is set out on pages 6 to 13 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

10 April 2012

CONTENTS

Page
Definitions 1
Letter from the Board of Directors
2
Notice of EGM
6
Appendix – Details of Amendments to the M&A 14
  • i -

DEFINITIONS

“Articles” the articles of association of the Company as amended from
time to time, and “Article” shall mean an article thereof
“Board” the board of Directors
“Company” AV Concept Holdings Limited, a company incorporated in the
Cayman Islands with limited liability and the Shares of which
are listed on the Main Board of the Stock Exchange
“Director(s)” director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be convened
at The Conference Room, 6th Floor, Enterprise Square Three,
39 Wang Chiu Road, Kowloon Bay, Hong Kong on Friday, 4
May 2012 at 10:00 a.m. to consider and, if thought fit, approve
the proposed amendments to the M&A set out in the Notice and
the adoption of the New M&A
“Hong Kong” the Hong Kong Special Administrative Region of the People’s
Republic of China
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
“M&A” the memorandum and articles of association currently in force
“New M&A” the new memorandum and articles of association proposed to
be adopted by the Company at the EGM
“Notice” the notice convening the EGM dated 4 May 2012 as set out on
pages 6 to 13 of this circular
“Share(s)” share(s) of par value HK$0.10 each in the share capital of the
Company
“Shareholder(s)” registered holder(s) of the Shares for the time being
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
  • 1 -

LETTER FROM THE BOARD OF DIRECTORS

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Executive Directors:

Dr. Hon. So Yuk Kwan (Chairman) Mr. So Chi On Mr. Ho Choi Yan, Christopher

Registered office: P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

Independent non-executive Directors:

Dr. Hon. Lui Ming Wah, SBS, JP Mr. Charles E. Chapman Mr. Wong Ka Kit

Head office and principal place of business in Hong Kong: 6th Floor Enterprise Square Three 39 Wang Chiu Road Kowloon Bay Hong Kong 10 April 2012

To Shareholder

Dear Sir or Madam,

PROPOSED AMENDMENTS TO MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND PROPOSED ADOPTION OF NEW MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with information regarding the proposed amendments to the M&A and adoption of the New M&A and to seek the approval of Shareholders at the EGM in connection with such matter.

PROPOSED AMENDMENTS TO THE ARTICLES

The Board proposes to make certain amendments to the M&A in order to bring the M&A up to date and in line with the revised requirements of the Listing Rules with some of the amendments to the Listing Rules coming into effect on 1 January 2012 and some on 1 April 2012. Accordingly, the Directors propose to seek the approval of the Shareholders by way of special resolutions for the amendments to the M&A so as to bring the constitution of the Company in line with the revised requirements of the Listing Rules and to incorporate other housekeeping amendments. The effects of the proposed amendments are as follows:

  • 2 -

LETTER FROM THE BOARD OF DIRECTORS

  1. Article 6(a) will be amended to provide that for Shares which do not carry voting rights or with different voting rights other than those with the most favourable voting rights, the words “non-voting”, or as the case may be, “restricted voting” or “limited voting” must appear in the designation of the Shares.

  2. Article 15(c) will be amended to improve the language used to provide more clearly that notice on closure of register of members must be given in accordance with the requirements of the Listing Rules.

  3. Article 76 will be amended to provide that all votes of Shareholders at general meetings shall be taken by poll save that the chairman of the meeting may in good faith allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Corresponding changes will also be made to Articles 6(a), 77, 78 and 79 so as to reflect this revised requirement by deleting references to demand for a poll.

  4. Articles 95 and 115 will be amended to provide that any Director appointed to fill a casual vacancy shall hold office until the first general meeting after his appointment and be subject to re-election at such meeting so as to follow the more stringent requirement provided in the code provisions regarding corporate governance practice in Appendix 14 of the Listing Rules.

  5. Articles 102(vii) and 118(a) will be amended to provide that a Director may be removed by ordinary resolution, instead of special resolution, passed at general meeting.

  6. Article 103(c)(iii) will be deleted so that the 5% interest exemption to the prohibition on a Director to vote in a board resolution in which he has material interest will no longer be available, including being counted in the quorum in relation to such resolution and corresponding changes will be made to Article 103(c)(iv) and 103(c)(v).

  7. Article 112 will be amended to provide that the Directors that are subject to retirement by rotation at a annual general meeting shall not be less than one-third of the total number of Directors. Some housekeeping amendments will also be made to Article 112 so as to improve the clarity of the provision.

  8. A new provision will be added as Article 112A as a housekeeping amendment to clarify that the Directors to retire at annual general meeting shall also include any Director who wishes to retire and does not offer himself for re-election.

  9. Article 159(b) will be amended so that copies of those documents to be laid before annual general meeting shall be sent not less than 21 days before the date of the meeting at the same time as the notice of annual general meeting to members.

  10. 3 -

LETTER FROM THE BOARD OF DIRECTORS

  1. Article 161 will be amended so that the auditor or auditors of the Company may be removed by Shareholders at general meeting by special resolution instead of ordinary resolution and to provide that the auditors who are subject to removal shall be allowed to attend the general meeting convened to consider, among other things, the removal of their office as auditors and shall also be allowed to make written and/or verbal representations to Shareholders at such general meeting as required under the revised Listing Rules. Other housekeeping amendments will also be made to Article 161 to improve the clarity of the language used.

  2. All references in the memorandum of association and in the Articles of the “Companies Law (2004 Revision)” of Cayman Islands will be amended as references to “Companies Law (2011 Revision)” of Cayman Islands and the registered office of the Company in the memorandum of association will also be amended so that the address will be replaced with the updated registered office address of the Company.

Details of the amendments to the M&A are set out in the Appendix.

The legal advisers to the Company as to Hong Kong laws and laws of the Cayman Islands have respectively confirmed that the proposed amendments comply with the requirements of the Listing Rules and do not violate the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the proposed amendments for a company listed on the Stock Exchange.

Shareholders are advised that the M&A are available only in English and the Chinese translation of the amendments to the M&A provided in the Notice in Chinese is for reference only. In case of any inconsistency, the English version shall prevail.

PROPOSED ADOPTION OF NEW M&A

The Board would like the Company to adopt the New M&A incorporating all previous amendments and the amendments to be proposed at the EGM, in substitution of the M&A, instead of amending the existing M&A on a piece meal basis, which may lead to confusion and complication in the future.

Pursuant to the Articles, the proposed adoption of the New M&A shall be subject to the approval of the Shareholders in the form of a special resolution.

EGM

The Notice convening the EGM to be held at The Conference Room, 6th Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Hong Kong on Friday, 4 May 2012 at 10:00 a.m. is set out on pages 6 to 13 of this circular. Special resolutions will be proposed at the EGM to approve, among other things, the amendments to the M&A and the adoption of the New M&A.

To the best of the Directors’ knowledge, information and belief, having made reasonable enquiries, the Directors confirm that no Shareholder is required to abstain from voting at the EGM.

  • 4 -

LETTER FROM THE BOARD OF DIRECTORS

A form of proxy for the EGM is enclosed. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

VOTING BY POLL AT THE EXTRAORDINARY GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the EGM must be taken by poll. On a poll every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share registered in his/her/its name in the register of Shareholders. An announcement on the poll results will be published by the Company on the date of the EGM in the manner as prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, 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 circular misleading.

RECOMMENDATION

The Directors consider that the proposed amendments to the M&A set out in the Notice and the adoption of the New M&A are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the special resolutions to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Board of Directors

AV Concept Holdings Limited So Yuk Kwan

Chairman

  • 5 -

NOTICE OF EGM

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NOTICE IS HEREBY GIVEN that the extraordinary general meeting of AV Concept Holdings Limited (“ Company ”) will be held at The Conference Room, 6th Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Hong Kong on Friday, 4 May 2012 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments the following resolution as special resolution of the Company:

SPECIAL RESOLUTIONS

  1. A. “ THAT the memorandum of association of the Company be and are hereby amended in the following manner:

  2. (a) Heading

The reference to “The Companies Law (2004 Revision)” be deleted and be substituted therefor the words “The Companies Law (2011 Revision)”.

  • (b) Clause 2

The existing Clause 2 be deleted in its entirety and be substituted therefor the following:

  • “2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands or at such other place in the Cayman Islands as the Board may from time to time decide.”

  • (c) Clause 4

All references to “The Companies Law (2004 Revision)” be deleted and be substituted therefor the words “The Companies Law (2011 Revision)”.

  • (d) Clause 6

The sign “*” immediately following the words “The share capital of the Company is HK$80,000,000” be deleted and the reference to The Companies Law (2004 Revision)” be deleted and be substituted therefor the words “The Companies Law (2011 Revision)”.

  • 6 -

NOTICE OF EGM

(e) Clause 7

The reference to “Section 194” be deleted and be substituted therefor the words “Section 174” and all references to “The Companies Law (2004 Revision)” be deleted and be substituted therefor the words “The Companies Law (2011 Revision)”.

The following note immediately following Clause 7 be deleted in its entirety: 

  - “* The authorized share capital was increased to HK$80,000,000 by the creation of 400,000,000 shares of HK$0.10 each pursuant to an ordinary resolution passed on 29 March 2000.””

  • B. “ THAT the articles of association (“ Articles ”) of the Company be and are hereby amended in the following manner:

  • (a) Heading

The reference to “The Companies Law (2004 Revision)” be deleted and be substituted therefor the words “The Companies Law (2011 Revision)”.

  • (b) Article 2

In the definition of “the Companies Law/the Law”, the reference to “The Companies Law (2004 Revision)” be deleted and be substituted therefor the words “The Companies Law (2011 Revision)”.

In the definition of “electronic” the reference to “the Electronic Transactions Law 2000” be deleted and be substituted therefor the words “the Electronic Transactions Law (2003 Revision)”.

(c) Article 6(a)

The existing Article 6(a) be deleted in its entirety and be substituted therefor the following:

  • “6.(a) If at any time the share capital of the Company is divided into different classes of shares, all or any of the rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue of the shares of that class) may, subject to the provisions of the Law, be varied or abrogated with the consent in writing of the holders of not less than threefourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting

  • 7 -

NOTICE OF EGM

of the holders of shares of that class. Where the capital of the Company includes shares which do not carry voting rights, the words “non-voting” must appear in the designation of such shares and where the equity capital of the Company includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”. To every such separate meeting all the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the quorum for the purposes of any such separate meeting and of any adjournment thereof shall be a person or persons together holding (or representing by proxy) at the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class.”

  • (d) Article 15(c)

The existing Article 15(c) be deleted in its entirety and be substituted therefor the following:

  • “15.(c) The register may, in accordance with the requirements of the Listing Rules, by advertisement published in the newspapers or by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided and subject to the requirements of the Listing Rules, be closed at such times and for such periods as the Board may from time to time determine, either generally or in respect of any class of shares, provided that the register shall not be closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year). The Company shall, on demand, furnish any person seeking to inspect the register or part thereof which is closed by virtue of this Article with a certificate under the hand of the Secretary stating the period for which, and by whose authority, it is closed.”

  • (e) Article 76

The existing Article 76 be deleted in its entirety and be substituted therefor the following:

  • “76. At any general meeting a resolution put to the vote of the meeting must be taken by poll save that the Chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on

  • 8 -

NOTICE OF EGM

by a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its shareholders; and (ii) relate to the Chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all shareholders a reasonable opportunity to express their views.

Where a resolution is voted on by a show of hands, a declaration by the Chairman that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Company’s book containing the minutes of proceedings of meetings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.”

(f) Article 77

The existing Article 77 be deleted in its entirety and substituted therefor the following:

“77. A poll shall (subject as provided in Article 78) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was required as the Chairman directs. No notice need to be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required.”

(g) Article 78

The words “duly demanded” immediately after the words “any poll” in the existing Article 78 be deleted and substituted therefor the word “taken”.

(h) Article 79

The words “required or demanded” immediately after the words “or at which the poll is” in the existing Article 79 be deleted and substituted therefor the word “taken”.

  • 9 -

NOTICE OF EGM

(i) Article 95

The second sentence “Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining the number of Directors who are to retire at such meeting by rotation pursuant to Article 112.” in the existing Article 95 be deleted and substituted therefor the following:

“Any Director appointed to fill a casual vacancy shall hold office until the first general meeting of members after his appointment and be subject to re-election at such meeting and any Director appointed as an addition to the existing Directors shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining the number of Directors who are to retire at such meeting by rotation pursuant to Article 112.”

(j) Article 102(vii)

The words “a special” immediately before the word “resolution” in the existing Article 102(vii) be deleted and substituted therefor the words “an ordinary”.

(k) Article 103(c)(iii)

The existing Article 103(c)(iii) be deleted in its entirety, the existing Article 103(c)(iv) be renumbered as “(iii)” under Article 103(c) and the existing Article 103(c)(v) be renumbered as “ (iv)” under Article 103(c).

(l) Article 112

The word “exceeding” immediately after the words “the number nearest to, but not” in the existing Article 112 be deleted and substituted therefor the words “less than”.

The second sentence “The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot.” in the existing Article 112 be deleted and substituted therefor the following:

“The Directors to retire in every year shall be those who have been longest in office since their last election or appointment but as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot.”

  • 10 -

NOTICE OF EGM

(m) Article 112A

The following new paragraph be added immediately after the existing Article 112:

“112A.

At each annual general meeting, the Directors to retire shall include any Director who wishes to retire and does not offer himself for re-election.”

(n) Article 115

The last sentence “Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.” in the existing Article 115 be deleted and substituted therefor the following sentence:

“Any Director appointed to fill a casual vacancy shall hold office until the first general meeting of members after his appointment and be subject to re-election at such meeting and any Director appointed as an addition to the existing Directors shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.”

(o) Article 118(a)

The word “special” immediately after the words “The Company may by” at the beginning of the existing Article 118(a) be deleted and substituted therefor the word “ordinary”.

(p) Article 159(b)

The words “in the manner in which notices may be served by the Company as provided herein” immediately after the words “not less than 21 days before the date of the meeting be sent” in the existing Article 159(b) be deleted and substituted therefor the words “at the same time as the notice of annual general meeting is despatched”.

  • 11 -

NOTICE OF EGM

(q) Article 161

The existing Article 161 be deleted in its entirety and substituted therefor the following:

  • “161. The Company shall at any annual general meeting appoint an auditor or auditors of the Company who shall hold office until the next annual general meeting. The remuneration of the Auditors shall be fixed by the Company at the annual general meeting at which they are appointed provided that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board. No person may be appointed as the, or an, Auditor, unless he is independent of the Company. The Board may before the first annual general meeting appoint an auditor or auditors of the Company who shall hold office until the first annual general meeting. The auditor or auditors of the Company may be removed by a special resolution of the members in general meeting before the expiration of the term of his or their office in which case the members at that meeting may appoint Auditors. The Auditors who are subject to removal shall be allowed to attend the general meeting convened to consider, among other things, the removal of their office as Auditors and shall also be allowed to make written and/or verbal representations to shareholders at such general meeting. The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Board.”

The fifth sentence “The Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act.” in the existing Article 161 be deleted and substituted therefor the following:

“The auditors who are subject to removal shall be allowed to attend the general meeting convened to consider, among other things, the removal of their office as auditors and shall also be allowed to make written and/or verbal representations to shareholders at such general meeting.””

  • 12 -

NOTICE OF EGM

  1. “ THAT subject to the passing of the special resolution no. 1 set out above in this notice, the existing memorandum and articles of association of the Company be amended and restated by their deletion in their entirety and the substitution therewith the Amended and Restated Memorandum and Articles of Association produced at the meeting and marked “A” by the chairman of the meeting for the purpose of identification.”

By order of the Board AV Concept Holdings Limited So Yuk Kwan Chairman

Hong Kong, 10 April 2012

Registered office: Head office and principal place of business P.O. Box 309 in Hong Kong: Ugland House 6th Floor Grand Cayman, KY1-1104 Enterprise Square Three Cayman Islands 39 Wang Chiu Road Kowloon Bay Hong Kong

As at the date of this notice, the Board comprises three executive Directors, Dr. Hon. So Yuk Kwan (Chairman), Mr. So Chi On and Mr. Ho Choi Yan, Christopher and three independent non-executive Directors, Dr. Hon. Lui Ming Wah, SBS, JP, Mr. Charles E. Chapman and Mr. Wong Ka Kit.

Notes:

  1. A form of proxy for use at the extraordinary general meeting is being despatched to the shareholders of the Company together with a copy of this notice.

  2. Any shareholder of the Company entitled to attend and vote at the extraordinary general meeting convened by the above notice shall be entitled to appoint one proxy or, if he is the holder of two or more Shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

  3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.

  4. In order to be valid, the form of proxy, together with the 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 Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

  6. Where there are joint registered holders of any share of the Company, any one of such joint holders may vote, either in person 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 are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such shares shall alone be entitled to vote.

  7. 13 -

detAils of Amendments to the m&A

Appendix

This Appendix sets out the M&A and the amended M&A after the proposed amendments are incorporated for ease of reference:

memorandum

no. existing memorandum Heading “CAYMAN ISLANDS The Companies Law (2004 Revision) (Cap. 22) Company Limited by Shares memoRAndUm of AssoCiAtion of AV ConCept holdinGs limited ” 2 “2. The Registered Office of the Company shall be at the offices of M&C Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies or at such other place in the Cayman Islands as the Board may from time to time decide.”

memorandum no. Amended memorandum Heading “CAYMAN ISLANDS The Companies Law (2011 Revision) (Cap. 22) Company Limited by Shares memoRAndUm of AssoCiAtion of AV ConCept holdinGs limited ” 2 “2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY11104, Cayman Islands or at such other place in the Cayman Islands as the Board may from time to time decide.”

  • 14 -

detAils of Amendments to the m&A

Appendix

memorandum memorandum
no. existing memorandum no. Amended memorandum
4 “4. Except as prohibited or limited by the Companies 4 “4. Except as prohibited or limited by the Companies
Law (2004 Revision), the Company shall have full Law (2011 Revision), the Company shall have full
power and authority to carry out any object not power and authority to carry out any object not
prohibited by any law as provided by Section 7(4) of prohibited by any law as provided by Section 7(4) of
the Companies Law (2004 Revision) and shall have the Companies Law (2011 Revision) and shall have
and be capable of from time to time and at all times and be capable of from time to time and at all times
exercising any and all of the powers at any time or exercising any and all of the powers at any time or
from time to time exercisable by a natural person from time to time exercisable by a natural person
or body corporate, irrespective of any question of or body corporate, irrespective of any question of
corporate benefit, in doing in any part of the world corporate benefit, in doing in any part of the world
whether as principal, agent, contractor or otherwise whether as principal, agent, contractor or otherwise
whatever may be considered by it necessary for the whatever may be considered by it necessary for the
attainment of its objects and whatever else may be attainment of its objects and whatever else may be
considered by it as incidental or conducive thereto considered by it as incidental or conducive thereto
or consequential thereon, including, but without in or consequential thereon, including, but without in
any way restricting the generality of the foregoing, any way restricting the generality of the foregoing,
the power to make any alterations or amendments to the power to make any alterations or amendments to
this Memorandum of Association and the Articles of this Memorandum of Association and the Articles of
Association of the Company considered necessary or Association of the Company considered necessary or
convenient in the manner set out in the Articles of convenient in the manner set out in the Articles of
Association of the Company, and the power to do Association of the Company, and the power to do
any of the following acts or things, viz: to pay all any of the following acts or things, viz: to pay all
expenses of and incidental to the promotion, formation expenses of and incidental to the promotion, formation
and incorporation of the Company; to register the and incorporation of the Company; to register the
Company to do business in any other jurisdiction; to Company to do business in any other jurisdiction; to
sell, lease or dispose of any property of the Company; sell, lease or dispose of any property of the Company;
to draw, make, accept, endorse, discount, execute and to draw, make, accept, endorse, discount, execute and
issue promissory notes, debentures, debenture stock, issue promissory notes, debentures, debenture stock,
loans, loan stock, loan notes, bonds, convertible bonds, loans, loan stock, loan notes, bonds, convertible bonds,
bills of exchange, bills of lading, warrants and other bills of exchange, bills of lading, warrants and other
negotiable or transferable instruments; to lend money negotiable or transferable instruments; to lend money
or other assets and to act as guarantors; to borrow or other assets and to act as guarantors; to borrow
or raise money on the security of the undertaking or or raise money on the security of the undertaking or
on all or any of the assets of the Company including on all or any of the assets of the Company including
uncalled capital or without security; to invest monies uncalled capital or without security; to invest monies
of the Company in such manner as the Directors of the Company in such manner as the Directors
determine; to promote other companies; to sell the determine; to promote other companies; to sell the
undertaking of the Company for cash or any other undertaking of the Company for cash or any other
consideration; to distribute assets in specie to members consideration; to distribute assets in specie to members
of the Company; to contract with persons for the of the Company; to contract with persons for the
provision of advice, the management and custody of provision of advice, the management and custody of
the Company’s assets, the listing of the Company’s the Company’s assets, the listing of the Company’s
shares and its administration; to make charitable or shares and its administration; to make charitable or
benevolent donations; to pay pensions or gratuities benevolent donations; to pay pensions or gratuities
or provide other benefits in cash or kind to Directors, or provide other benefits in cash or kind to Directors,
officers, employees, past or present and their families; officers, employees, past or present and their families;
to purchase Directors and officers liability insurance; to purchase Directors and officers liability insurance;
to carry on any trade or business and generally to to carry on any trade or business and generally to
do all acts and things which, in the opinion of the do all acts and things which, in the opinion of the
Company or the Directors, may be conveniently or Company or the Directors, may be conveniently or
profitably or usefully acquired and dealt with, carried profitably or usefully acquired and dealt with, carried
on, executed or done by the Company in connection on, executed or done by the Company in connection
with the business aforesaid PROVIDED THAT the with the business aforesaid PROVIDED THAT the
Company shall only carry on the businesses for which Company shall only carry on the businesses for which
a licence is required under the laws of the Cayman a licence is required under the laws of the Cayman
Islands when so licensed under the terms of such Islands when so licensed under the terms of such
laws.” laws.”
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detAils of Amendments to the m&A

Appendix

memorandum

existing memorandum

no.

  • 6 “6. The share capital of the Company is HK$80,000,000* divided into 800,000,000 shares of a nominal or par value of HK$0.10 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (2004 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.”

  • 7 “7. If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 193 of the Companies Law (2004 Revision) and, subject to the provisions of the Companies Law (2004 Revision) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

memorandum

Amended memorandum

no.

  • 6 “6. The share capital of the Company is HK$80,000,000 divided into 800,000,000 shares of a nominal or par value of HK$0.10 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (2011 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.”

  • 7 “7. If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Law (2011 Revision) and, subject to the provisions of the Companies Law (2011 Revision) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.”

  • The authorized share capital was increased to HK$80,000,000 by the creation of 400,000,000 shares of HK$0.10 each pursuant to an ordinary resolution passed on 29 March 2000.”

Article

existing Articles

no. Heading “CAYMAN ISLANDS The Companies Law (2004 Revision) (Cap. 22) Company Limited by Shares ARtiCles of AssoCiAtion of AV ConCept holdinGs limited ”

2 “ the Companies “the Companies Law” or “the law/the law Law” shall mean the Companies Law (2004 Revision), Cap. 22 of the Cayman Islands and any amendments thereto or reenactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;” “ electronic “electronic” shall have the meaning given to it in the Electronic Transactions Law 2000 of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;”

Article

no. Amended Articles

Heading

“CAYMAN ISLANDS The Companies Law (2011 Revision) (Cap. 22) Company Limited by Shares ARtiCles of AssoCiAtion of AV ConCept holdinGs limited ”

2 “ the Companies “the Companies Law” or “the law/the law Law” shall mean the Companies Law (2011 Revision), Cap. 22 of the Cayman Islands and any amendments thereto or reenactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;” “ electronic “electronic” shall have the meaning given to it in the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;”

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Appendix

Article

  • no. existing Articles 6(a) “6.(a) If at any time the share capital of the Company is divided into different classes of shares, all or any of the rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue of the shares of that class) may, subject to the provisions of the Law, be varied or abrogated with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. To every such separate meeting all the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the quorum for the purposes of any such separate meeting and of any adjournment thereof shall be a person or persons together holding (or representing by proxy) at the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class.”

  • 15(c) “15.(c) The register may, on 14 days’ notice being given by advertisement published in the newspapers, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided, be closed at such times and for such periods as the Board may from time to time determine, either generally or in respect of any class of shares, provided that the register shall not be closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year). The Company shall, on demand, furnish any person seeking to inspect the register or part thereof which is closed by virtue of this Article with a certificate under the hand of the Secretary stating the period for which, and by whose authority, it is closed.”

Article

no. Amended Articles

  • 6(a) “6.(a) If at any time the share capital of the Company is divided into different classes of shares, all or any of the rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue of the shares of that class) may, subject to the provisions of the Law, be varied or abrogated with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. Where the capital of the Company includes shares which do not carry voting rights, the words “non-voting” must appear in the designation of such shares and where the equity capital of the Company includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”. To every such separate meeting all the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the quorum for the purposes of any such separate meeting and of any adjournment thereof shall be a person or persons together holding (or representing by proxy) at the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class.”

  • 15(c) “15.(c) The register may, in accordance with the requirements of the Listing Rules, by advertisement published in the newspapers or by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided and subject to the requirements of the Listing Rules, be closed at such times and for such periods as the Board may from time to time determine, either generally or in respect of any class of shares, provided that the register shall not be closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year). The Company shall, on demand, furnish any person seeking to inspect the register or part thereof which is closed by virtue of this Article with a certificate under the hand of the Secretary stating the period for which, and by whose authority, it is closed.”

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detAils of Amendments to the m&A

Appendix

Article

  • no. existing Articles 76 “76. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is required under the Listing Rules or (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 duly demanded. A poll may be demanded by:

  • (a) the Chairman of the meeting; or

  • (b) at least five members present in person or by proxy and entitled to vote; or

  • (c) any member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

  • (d) any member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

Article

  • no. Amended Articles 76 “76. At any general meeting a resolution put to the vote of the meeting must be taken by poll save that the Chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its shareholders; and (ii) relate to the Chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all shareholders a reasonable opportunity to express their views.

Where a resolution is voted on by a show of hands, a declaration by the Chairman that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Company’s book containing the minutes of proceedings of meetings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.”

  • Unless a poll is so required or demanded and, in the latter case, the demand is not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Company’s book containing the minutes of proceedings of meetings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.”

  • 77 “77.(a) If a poll is required or demanded as aforesaid, it shall (subject as provided in Article 78) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was required or demanded as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting at which the poll was demanded or the taking of the poll, whichever is earlier.

  • 77

  • “77. A poll shall (subject as provided in Article 78) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was required as the Chairman directs. No notice need to be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required.”

  • (b) The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.”

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detAils of Amendments to the m&A

Appendix

Article Article
no. existing Articles no. Amended Articles
78 “78. Any poll duly demanded on the election of a 78 “78. Any poll taken on the election of a Chairman of a
Chairman of a meeting or on any question of meeting or on any question of adjournment shall be
adjournment shall be taken at the meeting and taken at the meeting and without adjournment.”
without adjournment.”
79 “79. In the case of an equality of votes, whether on a 79 “79. In the case of an equality of votes, whether on a
show of hands or on a poll, the Chairman of the show of hands or on a poll, the Chairman of the
meeting at which the show of hands takes place or meeting at which the show of hands takes place
at which the poll is required or demanded, shall or at which the poll is taken, shall be entitled to
be entitled to a second or casting vote.” a second or casting vote.”
95 “95. The Board shall have power from time to time and 95 “95. The Board shall have power from time to time and
at any time to appoint any person as a Director at any time to appoint any person as a Director
either to fill a casual vacancy or as an addition to either to fill a casual vacancy or as an addition to
the Board. Any Director so appointed shall hold the Board. Any Director appointed to fill a casual
office only until the next following annual general vacancy shall hold office until the first general
meeting of the Company and shall then be eligible meeting of members after his appointment and
for re-election at that meeting provided that any be subject to re-election at such meeting and any
Director who so retires shall not be taken into Director appointed as an addition to the existing
account in determining the number of Directors Directors shall hold office only until the next
who are to retire at such meeting by rotation following annual general meeting of the Company
pursuant to Article 112.” and shall then be eligible for re-election at that
meeting provided that any Director who so retires
shall not be taken into account in determining
the number of Directors who are to retire at such
meeting by rotation pursuant to Article 112.”
102.(vii) “(vii) if he shall be removed from office by a special 102.(vii) “(vii) if he shall be removed from office by an ordinary
resolution of the members of the Company under resolution of the members of the Company under
Article 11 8(a).” Article 11 8(a).”
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detAils of Amendments to the m&A

Appendix

Article

existing Articles

no.

103.(c) “(c) A Director shall not be entitled to vote on (nor shall be counted in the quorum in relation to) any resolution of the Board in respect of any contract or arrangement or any other proposal whatsoever in which he or any of his Associates has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely:

  • (i) the giving of any security or indemnity either:–

  • (aa) to the Director or his Associates in respect of money lent or obligations incurred or undertaken by him any of them at the request of or for the benefit of the Company or any of its subsidiaries;

  • (bb) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his Associates has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

  • (ii) any proposal concerning an offer of shares or debenture or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his Associates is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

  • (iii) any proposal concerning any other company in which the Director or his Associates is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his Associates is/are beneficially interested in the shares of that company, provided that, the Director and any of his Associates are not in aggregate beneficially interested in 5 per cent. or more of the issued shares of any class of such company (or of any third company through which his interest or that of any of his Associates is derived) or of the voting rights;

  • (iv) any proposal or arrangement concerning the benefit of employees of the Company or any of its subsidiaries including:–

  • (aa) the adoption, modification or operation of any employees’ share scheme or any share incentive scheme or share option scheme under which the Director or his Associates may benefit;

  • (bb) the adoption, modification or operation of a pension or provident fund or retirement, death or disability benefits scheme which relates which relates both to Directors, their Associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his Associates, as such privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

Article

no. Amended Articles

  • 103(c) “(c) A Director shall not be entitled to vote on (nor shall be counted in the quorum in relation to) any resolution of the Board in respect of any contract or arrangement or any other proposal whatsoever in which he or any of his Associates has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely:

    • (i) the giving of any security or indemnity either:–

      • (aa) to the Director or his Associates in respect of money lent or obligations incurred or undertaken by him any of them at the request of or for the benefit of the Company or any of its subsidiaries;

      • (bb) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his Associates has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

    • (ii) any proposal concerning an offer of shares or debenture or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his Associates is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

    • (iii) any proposal or arrangement concerning the benefit of employees of the Company or any of its subsidiaries including:–

      • (aa) the adoption, modification or operation of any employees’ share scheme or any share incentive scheme or share option scheme under which the Director or his Associates may benefit;

      • (bb) the adoption, modification or operation of a pension or provident fund or retirement, death or disability benefits scheme which relates which relates both to Directors, their Associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his Associates, as such privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

    • (iv) any contract or arrangement in which the Director or his Associates is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.”

  • (v) any contract or arrangement in which the Director or his Associates is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.”

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detAils of Amendments to the m&A

Appendix

Article Article no. existing Articles no. Amended Articles 112 “112. At each annual general meeting, one-third of the 112 “112. At each annual general meeting, one-third of the Directors for the time being, or, if their number is Directors for the time being, or, if their number is not three or a multiple of three, then the number not three or a multiple of three, then the number nearest to, but not exceeding, one-third, shall retire nearest to, but not less than, one-third, shall retire from office by rotation provided that every Director from office by rotation provided that every Director (including those appointed for a specific term) (including those appointed for a specific term) shall be subject to retirement by rotation at least shall be subject to retirement by rotation at least once every three years. The Directors to retire in once every three years. The Directors to retire in every year shall be those who have been longest every year shall be those who have been longest in office since their last election but as between in office since their last election or appointment persons who became Directors on the same day but as between persons who became or were last those to retire shall (unless they otherwise agree re-elected Directors on the same day those to between themselves) be determined by lot. A retire shall (unless they otherwise agree between retiring Director shall retain office until the close themselves) be determined by lot. A retiring of the meeting at which he retires, and shall be Director shall retain office until the close of the eligible for re-election thereat.” meeting at which he retires, and shall be eligible for re-election thereat.”

112A No such provision 112A “112A. At each annual general meeting, the Directors to retire shall include any Director who wishes to retire and does not offer himself for re-election.” 115 “115. The Company may from time to time in general 115 “115. The Company may from time to time in general meeting by ordinary resolution increase or reduce meeting by ordinary resolution increase or reduce the number of Directors but so that the number the number of Directors but so that the number of Directors shall not be less than two. Subject of Directors shall not be less than two. Subject to the provisions of these Articles and the Law, to the provisions of these Articles and the Law, the Company may by ordinary resolution elect the Company may by ordinary resolution elect any person to be a Director either to fill a casual any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only Any Director appointed to fill a casual vacancy until the next following annual general meeting shall hold office until the first general meeting of the Company and shall then be eligible for of members after his appointment and be subject re-election, but shall not be taken into account to re-election at such meeting and any Director in determining the Directors who are to retire by appointed as an addition to the existing Directors rotation at such meeting.” shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.” 118(a) “118.(a) The Company may by special resolution at any 118(a) “118.(a) The Company may by ordinary resolution at any time remove any Director (including a Managing time remove any Director (including a Managing Director or other executive Director) before the Director or other executive Director) before the expiration of his period of office notwithstanding expiration of his period of office notwithstanding anything in these Articles or in any agreement anything in these Articles or in any agreement between the Company and such Director and may between the Company and such Director and may by ordinary resolution elect another person in his by ordinary resolution elect another person in his stead. Any person so elected shall hold office stead. Any person so elected shall hold office during such time only as the Director in whose during such time only as the Director in whose place he is elected would have held the same if place he is elected would have held the same if he had not been removed.” he had not been removed.” 159(b) “(b) Copies of those documents to be laid before the 159(b) “(b) Copies of those documents to be laid before the members of the Company at an annual general members of the Company at an annual general meeting shall not less than 21 days before the meeting shall not less than 21 days before the date of the meeting be sent in the manner in date of the meeting be sent at the same time as the which notices may be served by the Company as notice of annual general meeting is despatched to provided herein to every member of the Company every member of the Company and every holder and every holder of debentures of the Company, of debentures of the Company, provided that the provided that the Company shall not be required Company shall not be required to send copies of to send copies of those documents to any person those documents to any person of whose address of whose address the Company is not aware or to the Company is not aware or to more than one of more than one of the joint holders of any shares the joint holders of any shares or debentures.” or debentures.”

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detAils of Amendments to the m&A

Appendix

Article

no. existing Articles

  • 161 “161. The Company shall at any annual general meeting appoint an auditor or auditors of the Company who shall hold office until the next annual general meeting. The remuneration of the Auditors shall be fixed by the Company at the annual general meeting at which they are appointed provided that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board. No person may be appointed as the, or an, Auditor, unless he is independent of the Company. The Board may before the first annual general meeting appoint an auditor or auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the members in general meeting in which case the members at that meeting may appoint Auditors. The Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Board.”

Article

no. Amended Articles

  • 161 “161. The Company shall at any annual general meeting appoint an auditor or auditors of the Company who shall hold office until the next annual general meeting. The remuneration of the Auditors shall be fixed by the Company at the annual general meeting at which they are appointed provided that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board. No person may be appointed as the, or an, Auditor, unless he is independent of the Company. The Board may before the first annual general meeting appoint an auditor or auditors of the Company who shall hold office until the first annual general meeting. The auditor or auditors of the Company may be removed by a special resolution of the members in general meeting before the expiration of the term of his or their office in which case the members at that meeting may appoint Auditors. The Auditors who are subject to removal shall be allowed to attend the general meeting convened to consider, among other things, the removal of their office as Auditors and shall also be allowed to make written and/or verbal representations to shareholders at such general meeting. The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Board.”

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