Brockman Mining Limited — AGM Information 2012

Apr 17, 2012

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

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WONG’S INTERNATIONAL (HOLDINGS) LIMITED 王 氏 國 際（ 集 團 ）有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 99)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 18/F, The Ballroom, The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 30 May 2012 at 11: 00 a.m. for the following purposes:

1. To receive and adopt the financial statements, the Directors’ Report and the Independent Auditor’s Report for the year ended 31 December 2011; (Resolution 1)

2. To declare a final dividend of HK$0.04 per share for the year ended 31 December 2011; (Resolution 2)

3. To re-elect the following retiring Directors: (a) Ms. Wong Yin Man, Ada as Executive Director (Resolution 3a) (b) Mr. Tan Chang On, Lawrence as Executive Director (Resolution 3b)

4. To authorize the Board of Directors to fix the remuneration of the Directors; (Resolution 4)

5. To re-appoint PricewaterhouseCoopers as the Auditor and to authorise the Board of Directors to fix their remuneration; (Resolution 5)

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1. As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an Ordinary Resolution:

‘‘THAT there be granted to the Directors an unconditional general mandate to issue, allot and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:

• (A) such mandate shall not extend beyond the Relevant Period (as defined below) save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (B) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors otherwise than pursuant to (i) a Rights Issue (as defined below), (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company, or any securities which are convertible into ordinary shares of the Company, and (iii) any employee share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/ or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution;

• (C) such mandate shall be additional to the authority given to the Directors at any time to allot and issue additional shares in the capital of the Company arising from the exercise of subscription rights under any warrants or the exercise of any options under any employee share option scheme of the Company; and

• (D) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; or

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors made to holders of the shares and/or warrants on, as the case may be, the Register of Members and the Register of Warrantholders of the Company on a fixed record date in proportion to their then holdings of such shares and/or warrants (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong).’’

(Resolution 6)

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1. As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an Ordinary Resolution:

‘‘THAT there be granted to the Directors an unconditional general mandate to repurchase shares of HK$0.10 each in the capital of the Company (‘‘Shares’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Code on Share Repurchases, and that the exercise by the Directors of the Company of all powers of the Company to repurchase Shares subject to and in accordance with all applicable laws, rules and regulations be and is hereby generally and unconditionally approved, subject to the following conditions:

• (A) such mandate shall not extend beyond the Relevant Period (as defined below);

• (B) such mandate shall authorise the Directors to procure the Company to repurchase Shares at such prices as the Directors may at their discretion determine;

• (C) the aggregate nominal amount of the Shares to be repurchased by the Company pursuant to this resolution during the Relevant Period shall be no more than 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution; and

• (D) for the purposes of this resolution, ‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earlier of:

  • (i) the conclusion of the next annual general meeting of the Company; or

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; or

  • (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

    • (Resolution 7)

• As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an Ordinary Resolution:

‘‘THAT, conditional upon the passing of Resolutions 6 and 7 set out in this notice, the aggregate nominal amount of the shares of the Company which are repurchased by the Company pursuant to and in accordance with Resolution 7 shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with Resolution 6.’’

(Resolution 8)

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1. As special business, to consider and, if thought fit, pass with or without amendments the following resolution as a Special Resolution:

‘‘THAT the existing bye-laws of the Company be amended as follows:

(1) Bye-law 1

By inserting the following new definition of ‘‘substantial shareholder’’ in the appropriate alphabetical sequence:

‘‘‘‘substantial shareholder’’ means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the rules of the Designated Stock Exchange from time to time) of the voting power at any general meeting of the Company;’’

(2) Bye-laws 6(A) and 6(B)

By deleting bye-laws 6(A) and 6(B) in their entirety and substituting therefor the following:

• ‘‘6. Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.’’

(3) Bye-law 36

By deleting bye-law 36 in its entirety and substituting therefor the following:

‘‘Subject to these bye-laws, any member may transfer all or any of his shares in any manner permitted by and in accordance with the rules of the Designated Stock Exchange or by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the board may approve from time to time.’’

(4) Bye-law 37

By deleting bye-law 37 in its entirety and substituting therefor the following:

‘‘The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to bye-law 36, the board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. Nothing in these bye laws shall preclude the board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.’’

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(5) Bye-law 76

By deleting bye-law 76 in its entirety and substituting therefor the following:

• ‘‘76.(A) A resolution put to the vote of a general meeting shall be decided by way of a 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 in which case every member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this bye-law, 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 members; 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 members a reasonable opportunity to express their views.

• (B) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded by:

  • (i) the chairman of the meeting; or

  • (ii) at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

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

  • (iv) a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a member or in the case of a member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the member.’’

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(6) Bye-law 77

By deleting the words ‘‘Intentionally Deleted.’’ from bye-law 77 and substituting therefor the following:

‘‘Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.’’

(7) Bye-law 84

By deleting bye-law 84 in its entirety and substituting therefor the following:

‘‘A member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the board may require of the authority of the person claiming to vote shall have been deposited at the head office of the Company or at such other place as is specified in the notice of meeting or in the instrument of proxy issued by the Company, as appropriate, not less than forty-eight hours before the time appointed for holding the meeting, or adjourned meeting, as the case may be.’’

(8) Bye-law 92 (B)

By adding the words ‘‘including, where a show of hands is allowed, the right to vote individually on a show of hands’’ after the words ‘‘relevant authorisation’’ at the end of bye-law 92 (B).

(9) Bye-law 103 (A)(iii)(c)

By deleting bye-law 103 (A)(iii)(c) in its entirety and substituting therefor with the words ‘‘Intentionally Deleted.’’.

(10) Bye-law 129

By adding the following sentence as the last sentence of bye-law 129:

‘‘Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the board has determined that such conflict of interest to be material.’’

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(11) Bye-law 139

By deleting bye-law 139 in its entirety and substituting therefor the following:

‘‘The Company in general meeting may declare dividends in any currency or make distributions out of contributed surplus but no dividends or distributions shall exceed the amount recommended by the board.’’

(12) Bye-law 141

By deleting bye-law 141 in its entirety and substituting therefor the following:

‘‘No dividend shall be paid or distribution made out of contributed surplus if to do so would render the Company unable to pay its liabilities as they become due or the realisable value of its assets would thereby become less than its liabilities. No dividend shall carry interest.’’ ’’

(Resolution 9)

1. As special business, to consider and, if thought fit, pass with or without amendments the following resolution as a Special Resolution:

‘‘THAT, conditional upon the passing of Resolution 9 set out in this notice, the bye-laws of the Company in the form of the document marked ‘‘A’’ and produced to this meeting and for the purpose of identification signed by the Chairman of this meeting, which consolidates all of the proposed amendments referred to in Resolution 9 set out in this notice and all previous amendments made pursuant to resolutions passed by shareholders of the Company at general meetings be approved and adopted as the new bye-laws of the Company in substitution for and to the exclusion of the existing bye-laws of the Company with immediate effect.’’

(Resolution 10)

By Order of the Board WONG CHUNG MAT, BEN Chairman and Chief Executive Officer

Hong Kong, 17 April 2012

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such share shall alone be entitled to vote in respect thereof.

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1. The form of proxy and 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 Hong Kong branch share registrars, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

2. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed on Tuesday, 29 May 2012 and Wednesday, 30 May 2012. During these two days, no transfer of shares will be effected. To be eligible to attend and vote at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrars, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on Monday, 28 May 2012.

3. For determining the entitlement to the proposed final dividend, the Register of Members of the Company will be closed on Wednesday, 6 June 2012 and no transfer of shares will be effected on that date. To qualify for the proposed final dividend which is subject to the passing of Resolution 2 at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrars, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on Tuesday, 5 June 2012.

4. Details of the Directors stand for re-election (Resolutions 3a and 3b) and further information on the general mandates to issue and repurchase shares (Resolutions 6, 7 and 8), the amendments to bye-laws (Resolution 9) and the adoption of the new bye-laws (Resolution 10) are set out in the circular, which will be dispatched to the members together with the 2011 Annual Report.

As at the date of this announcement, the Executive Directors of the Company are Mr. Wong Chung Mat, Ben, Ms. Wong Yin Man, Ada, Mr. Wong Chung Ah, Johnny, Mr. Chan Tsze Wah, Gabriel, Mr. Tan Chang On, Lawrence and Mr. Wan Man Keung; and the Independent Nonexecutive Directors are Dr. Li Ka Cheung, Eric, GBS, OBE, JP, Dr. Yu Sun Say GBS, JP and Mr. Alfred Donald Yap JP.

• For identification purpose only

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