CAI Corp — AGM Information 2012

Apr 23, 2012

IMPORTANT

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

(Incorporated in Hong Kong with limited liability) Stock Code: 51

Directors:

Mr. Stephen T. H. Ng (Chairman) Dr. Joseph M. K. Chow, _OBE, JP_ Mr. H. M. V. de Lacy Staunton Ms. Doreen Y. F. Lee Mr. T. Y. Ng

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

• Mr. Michael T. P. Sze*

• Mr. Brian S. K. Tang* Mr. Paul Y. C. Tsui

• (* Independent Non-executive Directors)

24 April 2012

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES FOR THE REPURCHASE AND ISSUE OF SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

• (1) The purpose of this circular is to provide you with the information in connection with the ordinary resolutions to be proposed at the forthcoming annual general meeting of Harbour Centre Development Limited (the “ Company ”; together with its subsidiaries, the “ Group ”) to be held on 25 May 2012 (the “ AGM ”) to, inter alia , (i) grant the general mandates to repurchase shares and to issue new shares of the Company; and (ii) re-elect retiring directors of the Company.

• (2) At the annual general meeting of the Company held on 25 May 2011, ordinary resolutions were passed giving general mandates to the 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% of the issued share capital of the Company as at 25 May 2011; and (ii) to allot, issue and otherwise deal with shares up to a limit equal to (a) 20% of the shares of the Company in issue as at 25 May 2011, 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 number of any shares repurchased by the Company.

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Harbour Centre Development Limited

Pursuant to the Companies Ordinance (Chapter 32 of Laws of Hong Kong) (the “ Companies Ordinance ”) and the Listing Rules, these general mandates will lapse at the conclusion of the AGM, unless renewed at that meeting. As such, resolutions will be proposed at the AGM to renew the mandates mentioned above. An explanatory statement as required under the Listing Rules to provide the requisite information in connection with the proposed repurchase mandate is set out in the Appendix to this circular.

• (3) Three Directors, namely, Mr. Stephen T. H. Ng, Mr. H. M. V. de Lacy Staunton and Mr. Paul Y. C. Tsui (the “ Retiring Directors ”), will retire from the board of Directors (the “ Board ”) and are proposed to be re-elected at the AGM. The Retiring Directors do not have any fixed term of service with the Company. Therefore, after their re-election at the AGM, they will continue to be Directors for an unspecified term but will be subject to retirement from the Board at annual general meetings of the Company on the lapse of two or three years. Save as disclosed below, (i) so far as the Directors are aware, as at 17 April 2012 (being the latest practicable date for determining the relevant information in this circular) (the “ Latest Practicable Date ”), none of the Retiring Directors had any interest (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) (the “ SFO ”)) in the securities of the Company; (ii) none of the Retiring Directors held, nor in the past three years held, any directorship in any listed public company or held any other major appointments or qualifications; and (iii) none of the Retiring Directors had any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company. In relation to the proposed re-election of the Retiring Directors, there is no information which is discloseable nor is/was any of the Retiring Directors involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the shareholders of the Company (the “ Shareholders ”).

Set out below is certain relevant information relating to the Retiring Directors proposed to be re-elected at the AGM:

Mr. Stephen Tin Hoi NG , aged 59, has been the Chairman and a Director of the Company since 2009. He also serves as a member and the chairman of the Company’s Nomination Committee and a member of the Company’s Remuneration Committee. He is the deputy chairman of publicly-listed Wheelock and Company Limited (“ Wheelock ”), which is the ultimate holding company of the Company, and the deputy chairman and managing director of publicly-listed The Wharf (Holdings) Limited (“ Wharf ”), of which the Company is a subsidiary. Mr. Ng is also the chairman and chief executive officer of i-CABLE Communications Limited (“ i-CABLE ”), a publicly-listed fellow subsidiary of the Company. Furthermore, he is the chairman of Modern Terminals Limited, the chairman and chief executive officer of Wharf T&T Limited, and a director of both Wharf Estates Limited (“ WEL ”) and Wheelock Investments Limited (“ WIL ”), all being fellow subsidiaries of the Company, as well as a director of certain subsidiaries of the Company. Mr. Ng is also the chairman of publicly-listed Joyce Boutique Holdings Limited (“ Joyce ”).

Mr. Ng, as Chairman of the Company, receives from the Company a Director’s fee at such rate as from time to time approved by the Shareholders, currently being HK$40,000 per annum, and also a Chairman’s office fee of HK$780,000 per annum. The amount of emolument payable to Mr. Ng is determined by reference to the responsibilities of and time spent by him as Chairman of the Company, and is determined by the Company to be a reasonable amount. Save as disclosed above, Mr. Ng has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Chairman’s office fee and Director’s fee.

Mr. Hugh Maurice Victor de LACY STAUNTON , aged 76, has been an Independent Non-executive Director of the Company since 2001. He was a career banker with HSBC for 37 years. Immediately prior to retirement from HSBC, Mr. de Lacy Staunton was chairman and managing director of HSBC Trustee and a director of a number of other HSBC companies. He was formerly a director of publicly-listed The Cross-Harbour (Holdings) Limited. He is a member of

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Harbour Centre Development Limited

the investment subcommittee of The Community Chest and is chairman of the advisory committee to The Bradbury Charitable Foundation.

Mr. de Lacy Staunton receives from the Company a Director’s fee at such rate as from time to time approved by the Shareholders, currently being HK$40,000 per annum. The relevant fee(s) payable to him is/are determined by reference to the level of fee normally payable by a listed company in Hong Kong to a director, including an independent non-executive director. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director’s fee.

Mr. de Lacy Staunton has served as an Independent Non-executive Director of the Company (“ INED ”) for more than nine years. Notwithstanding such a long period of his holding office as an INED, given that he has confirmed in writing to the Company of his independence with reference to various matters set out in Rule 3.13 of the Listing Rules, the Board is satisfied with his independence and believes he is still independent. Furthermore, given the extensive knowledge and experience of Mr. de Lacy Staunton, the Board believes that his re-election is in the best interests of the Company and its Shareholders and therefore he should be re-elected. Pursuant to Code Provision A.4.3 of the Corporate Governance Code set out in Appendix 14 of the Listing Rules, such re-election will be subject to a separate resolution to be approved by the Shareholders at the AGM.

Mr. Paul Yiu Cheung TSUI , FCCA, FCPA, FCMA, FCIS, CGA-Canada , aged 65, has been a Director of the Company since 2009. He is an executive director and group chief financial officer of both Wheelock and Wharf. Mr. Tsui joined Wheelock/Wharf group in 1996 and became Wheelock’s director in 1998. He is presently a director of i-CABLE and Wheelock Properties (Singapore) Limited, being a publicly-listed fellow subsidiary of the Company. Furthermore, he is the vice chairman of Wheelock Properties Limited (formerly a listed public company until it became a wholly-owned subsidiary of Wheelock in July 2010), and a director of WEL, WF Investment Partners Limited, WIL and Upfront International Limited (all being fellow subsidiaries of the Company), as well as a director of certain subsidiaries of the Company. Mr. Tsui is also a director of Joyce.

Mr. Tsui receives from the Company a Director’s fee at such rate as from time to time approved by the Shareholders, currently being HK$40,000 per annum. The relevant fee(s) payable to him is/are determined by reference to the level of fee normally payable by a listed company in Hong Kong to a director, including an independent non-executive director. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director’s fee.

• (4) Notice of the AGM is set out on pages 6 to 8 of this circular. A form of proxy for use at the AGM is enclosed herein. Whether or not you intend to be present at the AGM or any adjournment thereof, 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 or any adjournment thereof. Completion of the form of proxy and its return to the Company will not preclude you from attending, and voting at, the AGM or any adjournment thereof if you so wish.

• (5) The Directors believe that the proposed resolutions in relation to the general mandates in respect of the repurchase and issue of shares and the re-election of the Retiring Directors to be put forward at the AGM are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend you to vote in favour of all the relevant resolutions to be proposed at the AGM.

Yours faithfully, Stephen T. H. Ng Chairman

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Harbour Centre Development Limited

APPENDIX

EXPLANATORY STATEMENT

The following is the Explanatory Statement required to be sent to the Shareholders under the Listing Rules which provides requisite information 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% of the Shares in issue at the date of passing the resolution to approve the general repurchase mandate. As at 17 April 2012, being the Latest Practicable Date, the number of Shares in issue was 708,750,000 Shares. On the basis of such figure (and assuming no new Shares will be issued and no Share will be repurchased after the Latest Practicable Date 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 70,875,000 Shares.

• (ii) The Directors believe that the general authority from the Shareholders to enable repurchase of Shares is in the best interests of the Company and the Shareholders. Repurchases may, depending on the circumstances and funding arrangements at the time, lead to an enhancement of the 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 financial statements for the year ended 31 December 2011 being forwarded to the Shareholders together with this circular) 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 who have a present intention, in the event that the general repurchase mandate is granted by the Shareholders, to sell Shares to the Company.

• (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 applicable laws of Hong Kong.

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Harbour Centre Development Limited

• (vii) As at the Latest Practicable Date, as recorded in the register required to be kept by the Company under Part XV of the SFO, The Wharf (Holdings) Limited, being the controlling shareholder of the Company, was interested in more than 50% of the issued share capital of the Company. The Directors are not aware of any consequences which would arise under the Hong Kong Code on Takeovers and Mergers as a consequence of any purchases pursuant to the general repurchase mandate.

• (viii) No purchase has been made by the Company of Shares in the six months prior to the Latest Practicable Date.

• (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 the 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	Lowest
	(HK$)	(HK$)
April 2011	11.82	11.02
May 2011	12.54	11.00
June 2011	12.44	11.00
July 2011	11.48	10.18
August 2011	10.68	9.40
September 2011	9.70	8.00
October 2011	9.00	7.80
November 2011	9.00	8.51
December 2011	9.20	8.80
January 2012	9.80	8.86
February 2012	9.91	8.86
March 2012	9.94	9.00

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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 Friday, 25 May 2012 at 3:30 p.m. for the purpose of transacting the following businesses:

As ordinary business:

• (1) To receive and consider the Financial Statements and the Reports of the Directors and Auditors for the financial year ended 31 December 2011.

• (2) To re-elect retiring Directors.

• (3) 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 as ordinary resolutions:

• (4) “THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) 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% 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

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

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Harbour Centre Development Limited

(5) “THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) 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, options, warrants and other securities 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, options, warrants and other securities 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 (as defined below), 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% 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% 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 of the Company 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

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Harbour Centre Development Limited

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). ”

• (6) “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 (5) 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 (4) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% 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 Company Secretary

Hong Kong, 24 April 2012

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 (5) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company pursuant to the mandate to be given thereunder.

• (c) The Register of Members of the Company will be closed from Friday, 18 May 2012 to Friday, 25 May 2012, both days inclusive, during which period no transfer of shares of the Company can be registered. In order to ascertain shareholders’ rights for the purpose of attending and voting at the forthcoming Annual General Meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Registrars, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Thursday, 17 May 2012.

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Harbour Centre Development Limited