CAI Corp — AGM Information 2004

Apr 14, 2004

IMPORTANT

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

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HARBOUR CENTRE DEVELOPMENT LIMITED

(Incorporated in Hong Kong with limited liability) STOCK CODE: 51

Directors: Gonzaga W. J. Li ( Chairman) B. S. Forsgate C. C. Haung T. Y. Ng H. M. V. de Lacy Staunton* Paul Y. C. Tsui

Registered Office: 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong

( * Independent Non-executive Directors)

14th April, 2004

To the Shareholders

Dear Sir or Madam,

ANNUAL GENERAL MEETING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AMENDMENTS TO ARTICLES OF ASSOCIATION

1. At the Annual General Meeting of Harbour Centre Development Limited (the “Company”) held on 28th May, 2003, ordinary resolutions were passed giving general mandates to directors of the Company (the “Directors”) (i) to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) of up to 10 per cent. of the issued share capital of the Company as at 28th May, 2003; and (ii) to allot, issue and otherwise deal with shares up to a limit equal to (a) 20 per cent. of the shares of the Company in issue as at 28th May, 2003, plus (b) (authorised by a separate ordinary resolution as required by the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”)) the nominal amount of any shares repurchased by the Company.

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Harbour Centre Development Limited

1. Pursuant to the Companies Ordinance and the Listing Rules, these general mandates will lapse at the conclusion of the Annual General Meeting (“AGM”) for 2004, unless renewed at that meeting. Resolutions will be proposed at the AGM to renew these mandates, and the Explanatory Statement required by the Listing Rules to be sent to shareholders in connection with the proposed repurchase mandate is set out in the Appendix to this document.

2. Following the recent amendments to the Companies Ordinance and the Listing Rules, the Directors also recommend corresponding amendments be made to the Articles of Association of the Company (“Articles of Association”). In particular, section 157B(1) of the Companies Ordinance has been amended to the effect that a director may be removed by an ordinary resolution instead of a special resolution, notwithstanding anything in a company’s constitutional documents or in any agreement between the company and the director. Furthermore, various amendments have been introduced to the Listing Rules concerning corporate governance issues such as the giving of notices in relation to proposed directors before election at general meeting and the variations of the restrictions on voting by members at general meeting and by directors at board meeting. Please refer to the special resolution set out in the notice of the AGM of this document for details of the proposed amendments to the Articles of Association.

3. Set out below are the details of the Directors proposed to be re-elected at the AGM:

Mr. Chun Chien Haung, aged 81, is an Independent Non-executive Director of the Company. He was appointed as an Independent Non-executive Director of the Company from October 2001 to June 2002 and as a director of New Asia Realty and Trust Company, Limited from June 2002 to August 2003. His current appointment as a Director was made on 29th May, 2003. After his re-election at the forthcoming AGM, he will continue to serve on the board of Directors for a period of approximately 2 to 3 years until he becomes due to retire by rotation again in accordance with the Articles of Association. So far as the Directors are aware, as at 2nd April, 2004 (being the latest practicable date for determining the relevant information), Mr. Haung did not have any interest (within the meaning of Part XV of the Securities and Futures Ordinance) in the shares of the Company. He does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. Haung is currently receiving a Director’s fee at the rate of HK$20,000 per annum. Such fee was determined by the Company as a reasonable amount. He has no service contract with the Company or any of its subsidiaries (the “Group”) and therefore he receives no emolument from the Group other than the Director’s fee.

Mr. Hugh Maurice Victor de Lacy Staunton, aged 68, is also an Independent Nonexecutive Director of the Company. He is a member of the investment sub-committee of The Community Chest and an advisor to The Bradbury Charitable Foundation. He was appointed as an Independent Non-executive Director of the Company on 18th May, 2001. After his re-election at the forthcoming AGM, he will continue to serve on the board of Directors for a period of approximately 2 to 3 years until he becomes due to retire by rotation again in accordance with the Articles of Association. So far as the Directors are aware, as at 2nd April, 2004, Mr. de Lacy Staunton did not have any interest (within the

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Harbour Centre Development Limited

meaning of Part XV of the Securities and Futures Ordinance) in the shares of the Company. He does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. de Lacy Staunton is currently receiving a Director’s fee at the rate of HK$20,000 per annum. Such fee was determined by the Company as a reasonable amount. He has no service contract with the Group and therefore he receives no emolument from the Group other than the Director’s fee.

1. Notice of the AGM is set out on pages 6 to 12 of this document. A form of proxy for use at the AGM is enclosed. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the registered office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the AGM. Completion of the form of proxy and its return to the Company will not preclude you from attending, and voting at, the AGM if you so wish.

2. Pursuant to the Articles of Association, a poll may be demanded in relation to any resolution put to the vote of the AGM before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll:

3. (a) by the Chairman of the meeting; or

4. (b) by at least five members present in person or by proxy for the time being entitled to vote at the meeting; or

5. (c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

6. (d) by a member or members present in person 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 the shares conferring that right.

7. The Directors believe that the general mandates and the proposed amendments to the Articles of Association are in the interests of the Company and its shareholders. Accordingly, the Directors recommend you to vote in favour of all the relevant resolutions to be proposed at the AGM.

Yours faithfully, Gonzaga W. J. Li Chairman

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Harbour Centre Development Limited

APPENDIX

EXPLANATORY STATEMENT

The following is the Explanatory Statement required to be sent to shareholders under the Listing Rules in connection with the proposed general mandate for repurchase of shares and also constitutes the Memorandum required under section 49BA of the Companies Ordinance. References in this Statement to “Share(s)” mean ordinary share(s) of HK$0.50 each in the capital of the Company:

• (i) It is proposed that the general repurchase mandate will authorise the repurchase by the Company of up to 10 per cent. of the Shares in issue at the date of passing the resolution to approve the general repurchase mandate. As at 2nd April, 2004, being the latest practicable date for determining such figure, the number of Shares in issue was 315,000,000 Shares. On the basis of such figure (and assuming no new Shares will be issued and no Share will be repurchased after 2nd April, 2004 and up to the date of passing such resolution), exercise in full of the general repurchase mandate would result in the repurchase by the Company of up to 31,500,000 Shares.

• (ii) The Directors believe that the general authority from shareholders to enable repurchase of Shares is in the interests of the Company and its shareholders. Repurchases may, depending on the circumstances, result in an increase in net assets and/or earnings per Share. The Directors are seeking the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate. The number(s) of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

• (iii) The funds required for any repurchase would be derived from the distributable profits of the Company legally available for such purpose in accordance with the Company’s constitutive documents and the laws of Hong Kong.

• (iv) There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent audited accounts for the year ended 31st December, 2003 being forwarded to all shareholders together with this circular letter) in the event that the general repurchase mandate were exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general repurchase mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing level which in the opinion of the Directors is from time to time appropriate for the Company.

• (v) There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates (as defined in the Listing Rules) of the Directors of the Company who have a present intention, in the event that the general repurchase mandate is granted by shareholders, to sell Shares to the Company.

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• (vi) The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the general repurchase mandate in accordance with the Listing Rules and the laws of Hong Kong.

• (vii) The Directors are not aware of any consequences which would arise under the Hong Kong Code on Takeovers and Mergers (the “Takeover Code”) as a consequence of any purchases pursuant to the general repurchase mandate. However, if as a result of a repurchase of Shares a shareholder’s proportionate interest in the voting rights of the Company increases, such increase would be treated as an acquisition for the purposes of the Takeover Code. Accordingly, a shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

• (viii) No purchase has been made by the Company of Shares in the six months prior to the latest practicable date before the printing of this document.

• (ix) No connected persons (as defined in the Listing Rules) of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell Shares to the Company in the event that the general repurchase mandate is granted by shareholders.

• (x) The highest and lowest prices at which Shares were traded on the Stock Exchange in each of the previous twelve months are as follows:

	Highest (HK$)	Lowest (HK$)
April 2003	5.35	4.95
May 2003	5.80	5.25
June 2003	6.20	5.60
July 2003	6.10	5.90
August 2003	7.15	6.00
September 2003	8.00	7.15
October 2003	8.70	8.00
November 2003	8.15	7.80
December 2003	8.10	7.30
January 2004	8.30	7.60
February 2004	8.40	8.00
March 2004	8.45	7.95
From 1st April, 2004 to 2nd April, 2004,
the latest practicable date	8.35	8.15

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Harbour Centre Development Limited

HARBOUR CENTRE DEVELOPMENT LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Harbour Centre Development Limited will be held in the Centenary Room, Ground Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, on Monday, 10th May, 2004 at 10:00 a.m. for the purpose of transacting the following business:

As ordinary business:

• (1) To receive and consider the Statement of Accounts and the Reports of the Directors and Auditors for the year ended 31st December, 2003.

• (2) To declare a Final Dividend for the year ended 31st December, 2003.

• (3) To re-elect retiring Directors.

• (4) To appoint Auditors and authorise the Directors to fix their remuneration.

And as special business, to consider and, if thought fit, to pass with or without modification the following resolutions of which resolutions number (5) to (7) will be proposed as ordinary resolutions and resolution number (8) will be proposed as a special resolution:

ORDINARY RESOLUTIONS

• (5) “THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to purchase shares in the capital of the Company be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Code on Share Repurchases pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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• (c) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (aa) the conclusion of the next Annual General Meeting of the Company;

• (bb) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and

• (cc) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting. ”

(6) “THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power 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), otherwise than pursuant to (i) a Rights Issue, or (ii) 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:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution; plus

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders 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 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution),

and the said approval shall be limited accordingly; and

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Harbour Centre Development Limited

• (d) for the purposes of this Resolution:

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

• (aa) the conclusion of the next Annual General Meeting of the Company;

• (bb) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and

• (cc) the revocation or variation of the approval given under this Resolution by ordinary resolution of the shareholders in general meeting; and

“Rights Issue” means an offer of shares, or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Company or by the Directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion 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, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong). ”

• (7) “THAT the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares of the Company pursuant to ordinary resolution (6) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution (5) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution. ”

SPECIAL RESOLUTION

• (8) “THAT the Articles of Association of the Company be hereby amended as follows:-

• (a) by adding the following new definition immediately after the definition of “share” in Article 2:

‘“associate” shall have the meaning attributed to it in the Listing Rules;’;

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• (b) by adding immediately after Article 84 the following new Article:

‘84A. Where any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.’;

• (c) by deleting sub-paragraphs (B)(i) and (ii) of Article 102 in their entireties and substituting therefor the following new sub-paragraphs:

‘(B) (i) Subject to the provisions of the Ordinance, no Director or intended Director or his associate(s) shall be disqualified by the office of such Director from contracting with the Company either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any person, company or partnership of or in which any Director or his associate(s) shall be a member or otherwise interested be capable on that account of being avoided, nor shall any Director so contracting or whose associate(s) so contracting or himself or his associate(s) being such member or so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship thereby established, provided that such Director shall, if his interest or that of his associate(s) in the contract or arrangement or proposed contract or arrangement is material, disclose the nature of such interest in any contract or arrangement in which he or his associate(s) is/are interested at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest or that of his associate(s) then exists, or in any other case at the first meeting of the Board after he knows that he or his associate(s) is/are or has/have become so interested.

(ii) A Director shall not vote on any board resolution approving any contract or arrangement or proposed contract or arrangement in which he or any of his associates is materially interested, and if he shall do so his vote shall not be counted, nor shall he be counted in the quorum present at the meeting of the Board at which the question of entering into the contract or arrangement or proposed contract or arrangement is taken into consideration, but neither of these prohibitions shall apply to:

• (a) any contract or arrangement or proposed contract or arrangement for giving any Director or his associate(s) any security or indemnity in respect of money lent by him or any of them or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; and/or

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• (b) any contract or arrangement or proposed contract or arrangement for the giving by the Company of any security or indemnity 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 associate(s) has/have himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security; and/or

• (c) any contract or arrangement or proposed contract or arrangement concerning an offer of shares or debentures 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 which the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer; and/or

• (d) any contract or arrangement or proposed contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five 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 his associate(s) is derived) or of the voting rights; and/or

• (e) any contract or arrangement or proposed contract or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

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

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

• (f) any contract or arrangement or proposed contract or arrangement in which the Director or his associate(s) 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.’;

Harbour Centre Development Limited

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• (d) by deleting Article 106 in its entirety (except the margin note thereof) and substituting therefor the following new Article:

‘106. No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting unless notice in writing signed by a member (other than the person to be proposed) entitled to attend and vote at the meeting for which such notice is given of his intention to propose such person for election as a Director and a notice in writing signed by the person to be proposed of his willingness to be elected shall have been lodged at the Registered Office and provided that the minimum length of the period, during which such notices may be given, shall be at least seven days and that the period for lodgement of such notices shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting.’; and

• (e) by deleting the word “special” in the first line in Article 107 and substituting therefor the word “ordinary” and by deleting the margin note of Article 107 in its entirety and substituting therefor a new margin note “Power to remove Director by ordinary resolution.” ”

By Order of the Board Wilson W. S. Chan Secretary

Hong Kong, 14th April, 2004

Registered Office: 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong

Notes:

• (a) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, to vote in his stead. A proxy need not be a member of the Company. 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 that power of attorney or authority) must be deposited at the Company’s registered office at 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting.

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• (b) With reference to the Ordinary Resolution proposed under item (6) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company.

• (c) The Register of Members will be closed from Monday, 3rd May, 2004 to Monday, 10th May, 2004, both days inclusive, during which period no transfer of shares of the Company can be registered. In order to qualify for the abovementioned Final Dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Registrars, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 30th April, 2004.

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Harbour Centre Development Limited