CAI Corp — AGM Information 2005

Apr 13, 2005

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 M. K. Tan

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

13th April, 2005

• (* Independent Non-executive Directors)

To the Shareholders

Dear Sir or Madam,

ANNUAL GENERAL MEETING GENERAL MANDATES ETC.

1. At the Annual General Meeting of Harbour Centre Development Limited (the “Company”) held on 10th May, 2004, 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 10th May, 2004; 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 10th May, 2004, 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 2005, 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 a recent review of the level of fee payable to the Directors of the Company which was last fixed in 2001 and has remained static since then, it is now considered appropriate, in light of current corporate practice, to revise the rate of Directors’ fee from the original amount of HK$20,000 per Director per annum to HK$30,000 with retroactive effect from 1st January, 2005. Moreover, since the establishment of the Company’s Audit Committee (which comprises three members, namely, Mr. B. S. Forsgate, Mr. C. C. Haung and Mr. M. K. Tan, who are Directors of the Company) on 1st January, 1999, no fee has ever been paid to the Members of the Audit Committee. It is considered appropriate to also pay an extra remuneration to each Audit Committee Member of the Company at the rate of HK$10,000 per annum with retroactive effect from 1st January, 2005. A resolution to give effect to such fee revision and payment will be put forward at the forthcoming AGM for seeking shareholders’ approval.

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

Mr. Brian Stuart FORSGATE , aged 57, has been a Director of the Company since 2001. He is an Independent Non-executive Director of the Company. He also serves as the chairman of the Company’s Audit Committee. He is also the chairman and the managing director of Eralda Industries Limited.

After Mr. Forsgate’s re-election at the forthcoming AGM, he will continue to serve on the board of Directors for a period of approximately 3 or 4 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 4th April, 2005 (being the latest practicable date for determining the relevant information), Mr. Forsgate did not have any interest (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”)) in the shares of the Company. He does not have any relationship with any other Directors or senior management or any substantial or controlling shareholders of the Company. Mr. Forsgate is currently receiving a Director’s fee at the rate of HK$20,000 per annum. 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. Man Kou TAN , aged 69, was appointed a Director of the Company in 2004. He is an Independent Non-executive Director of the Company. He also serves as a member of the Company’s Audit Committee. He is a consultant of Deloitte Touche Tohmatsu, Hong Kong and has over 30 years of public accounting experience. He is a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales. Furthermore, he is a member of the Chinese People’s Political Consultative Conference and a member of the Selection Committee of the Hong Kong Special Administrative Region. For community services,

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Mr. Tan has been a member, the honorary treasurer, and the chairman of the Hong Kong Housing Society for more than 20 years. He formerly was also a member of the Airport Consultative Committee.

After Mr. Tan’s re-election at the forthcoming AGM, he will continue to serve on the board of Directors for a period of approximately 3 or 4 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 4th April, 2005, Mr. Tan did not have any interest (within the meaning of Part XV of the SFO) in the shares of the Company. He does not have any relationship with any other Directors or senior management or any substantial or controlling shareholders of the Company. Mr. Tan is currently receiving a Director’s fee at the rate of HK$20,000 per annum. 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 8 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 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 4th April, 2005, 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 or no Share will be repurchased after 4th April, 2005 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, 2004 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 2004	8.35	7.80
May 2004	7.90	7.40
June 2004	7.90	7.65
July 2004	7.85	7.30
August 2004	8.05	7.55
September 2004	8.15	7.55
October 2004	8.15	7.80
November 2004	8.90	8.00
December 2004	8.95	8.60
January 2005	8.90	8.55
February 2005	12.60	8.90
March 2005	14.65	12.00
From 1st April, 2005 to 4th April, 2005,
being the latest practicable date	13.40	12.40

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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, 9th May, 2005 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, 2004.

• (2) To declare a Final Dividend for the year ended 31st December, 2004.

• (3) To re-elect retiring Directors.

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

• (5) To approve an increase in the rate of fee payable to each Director of the Company from HK$20,000 per annum to HK$30,000 per annum, and to approve the payment to each of those Directors of the Company who from time to time are also members of the Audit Committee of the Company of an extra remuneration at the rate of HK$10,000 per annum.

And as special business, to consider and, if thought fit, to pass with or without modification the following resolutions as ordinary resolutions:

• (6) “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

• (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

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

• (7) “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) any executive or employee share option or incentive scheme, or (ii) a Rights Issue, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of:

  • (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

• (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

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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). ”

• (8) “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 (7) 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 (6) 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. ”

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

Hong Kong, 13th April, 2005 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 two 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.

• ( b) With reference to the Ordinary Resolution proposed under item (7) 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 Wednesday, 4th May, 2005 to Monday, 9th May, 2005, 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 Tuesday, 3rd May, 2005.

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