CAI Corp — AGM Information 2013

Apr 18, 2013

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) Mr. K. P. Chan Dr. Joseph M. K. Chow, OBE, JP * Mr. H. M. V. de Lacy Staunton Hon. Andrew K. Y. Leung, GBS, JP * Mr. Michael T. P. Sze Mr. Brian S. K. Tang* Mr. Paul Y. C. Tsui Hon. Frankie C. M. Yick

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

• (* Independent Non-executive Directors)

19 April 2013

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES FOR THE REPURCHASE AND ISSUE OF SHARES, REVISION OF FEES PAYABLE TO DIRECTORS, 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 27 May 2013 (the “ AGM ”) to, inter alia , (i) grant the general mandates to repurchase shares and to issue new shares of the Company; (ii) revise the rates of fees payable to the directors and audit committee members of the Company; and (iii) re-elect retiring directors of the Company.

• (2) At the annual general meeting of the Company held on 25 May 2012, ordinary resolutions were passed giving general mandates to the directors of the Company (the “ Directors ”) (i) to repurchase

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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 2012; 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 2012, 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.

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) Following a recent review of the level of fees paid or payable to the Directors which was last fixed in 2007, it is now considered appropriate that the rates of fees payable to the Directors be revised with retroactive effect from 1 January 2013. Under such fee revision proposal, the amount of fee payable to (i) each Director, originally at the rate of HK$40,000 per annum, will be increased to HK$50,000 per annum; and (ii) each member of the Company’s Audit Committee, originally at the rate of HK$15,000 per annum, will be increased to HK$20,000 per annum. Two separate resolutions to give effect to such fee revisions will be put forward at the AGM for the purpose of seeking approval from the shareholders of the Company (the “ Shareholders ”).

• (4) Five Directors, namely, Mr. K. P. Chan, Hon. Andrew K. Y. Leung, Mr. Michael T. P. Sze, Mr. Brian S. K. Tang and Hon. Frankie C. M. Yick (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. So far as the Directors are aware, save as disclosed below, (i) as at 12 April 2013 (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.

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Harbour Centre Development Limited

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

Mr. Kwok Pong CHAN , aged 52, has been appointed a Director of the Company effective 11 April 2013. He joined the group of The Wharf (Holding) Limited (“ Wharf ”), of which the Company is a subsidiary, in 1993. He has been involved in various property development projects of the Wharf group in both China and Hong Kong. He is currently a director of Wharf China Development Limited, a fellow subsidiary of the Company, and is responsible for the planning, project management and construction of new commercial property projects of the Wharf group in China. Mr. Chan graduated from the Polytechnic University of Hong Kong with Associateship in Civil & Structural Engineering. He is a member of the Hong Kong Institution of Engineers as well as the Institution of Civil Engineers, UK and also a chartered engineer of the Engineering Council UK.

Mr. Chan receives from the Company a Director’s fee at such rate as from time to time approved by Shareholders, and as stated in paragraph (3) on page 2 of this circular. 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 (“ INED ”). He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director’s fee.

Hon. Andrew Kwan Yuen LEUNG , GBS, JP , aged 62, has been an INED of the Company since July 2012. He has more than 33 years of management experience in the textile, manufacturing, wholesale and distribution businesses. Mr. Leung is a member of the Industrial (First) Functional Constituency of the Legislative Council of Hong Kong, a council member of Hong Kong Trade Development Council, a director of The Hong Kong Mortgage Corporation Ltd, and a non-executive director of The Mandatory Provident Fund Schemes Authority. He is also honorary president of the Federation of Hong Kong Industries, and honorary chairman of Textile Council of Hong Kong. Mr. Leung is the chairman of Sun Hing Knitting Factory Ltd and a founding member and first director of BPA Services Company Ltd. He is also an INED of Dah Sing Banking Group Limited and China South City Holdings Limited, both being public companies listed on the Stock Exchange. He was an INED of Meadville Holdings Limited (whose shares were listed on the Stock Exchange until April 2010). Mr. Leung holds a BSc (Hon) degree awarded by Leeds University, UK, and is a Fellow of Textiles Institute and of Clothing & Footwear Institute.

Mr. Leung receives from the Company a Director’s fee at such rate as from time to time approved by Shareholders, and as stated in paragraph (3) on page 2 of this circular. 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 INED. 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. Michael Tsai Ping SZE , FCA (Eng. & Wales), FCCA, FCPA , aged 67, has been an INED of the Company since 2007. He also serves as a member and the chairman of the Company’s Audit Committee and Remuneration Committee as well as a member of the Company’s Nomination Committee. Mr. Sze has over 30 years of experience in the financial and securities field. He graduated with a Master of Laws (LLM) Degree from The University of Hong Kong. He was a former member of The Securities and Futures Appeals Tribunal. He was also a former council member and member of the Main Board Listing Committee of the Stock Exchange. Mr. Sze is an

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INED of GOME Electrical Appliances Holding Limited, Greentown China Holdings Limited and Walker Group Holdings Limited, all of which are listed on the Stock Exchange. He was formerly a non-executive director of publicly-listed Burwill Holdings Limited from 2000 to 2011.

Mr. Sze receives from the Company a Director’s fee and an Audit Committee member’s fee at such rates as from time to time approved by Shareholders, and as stated in paragraph (3) on page 2 of this circular. 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 INED. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director’s fee and Audit Committee member’s fee.

Mr. Brian See King TANG , aged 63, has been an INED of the Company since 2008. He also serves as a member of the Company’s Audit Committee, Nomination Committee and Remuneration Committee. He has over 30 years of comprehensive experience in accounting and financial management. He graduated with a Bachelor Degree in Science from the California State University of Long Beach, USA. He was the senior vice president of CITIC Ka Wah Bank Limited (“ CKWB ”) for four years from 1997 with responsibilities covering treasury operations, remittance, bills operations, general services, property management, information technology and loan administration. He also served as a director of CKWB from 1998 to 2001. Before joining CKWB, he worked with various large organisations including 17-year service at Morgan Guaranty Trust Co. as vice president and financial controller, and one-year service at Cheung Kong (Holdings) Limited as chief accountant.

Mr. Tang receives from the Company a Director’s fee and an Audit Committee member’s fee at such rates as from time to time approved by Shareholders, and as stated in paragraph (3) on page 2 of this circular. 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 INED. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director’s fee and Audit Committee member’s fee.

Hon. Frankie Chi Ming YICK , MSc, BSc, CEng, FCILT, MIET, MCIPS , aged 59, has been a Director of the Company since July 2012. He joined Wharf group in 1994. He is now responsible for, inter alia , overseeing the Wharf group’s public transport and terminals portfolio. Mr. Yick has extensive industrial and management experience in the public transportation and logistics industry, and is a member of the Legislative Council of Hong Kong representing the Transport Functional Constituency. He holds directorships in various Wharf group companies. Mr. Yick is a non-executive director of The “Star” Ferry Company, Limited and a director of Modern Terminals Limited, both being subsidiaries of Wharf. He is also a director of Hong Kong Air Cargo Terminals Limited which is an associate of Wharf. Mr. Yick is a chartered engineer. He holds a Bachelor Degree in Industrial Engineering awarded by The University of Hong Kong and a Master Degree in Industrial Management awarded by The University of Birmingham, UK.

Mr. Yick receives from the Company a Director’s fee at such rate as from time to time approved by Shareholders, and as stated in paragraph (3) on page 2 of this circular. 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 INED. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director’s fee.

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Harbour Centre Development Limited

• (5) Notice of the AGM is set out on pages 8 to 10 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.

• (6) The Directors believe that the proposed resolutions in relation to the general mandates in respect of the repurchase and issue of shares, the revision of the rates of fees payable to the Directors and the audit committee members of the Company, 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 12 April 2013, 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 2012 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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• (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 2012	9.50	9.05
May 2012	9.70	9.17
June 2012	9.90	9.02
July 2012	9.86	9.30
August 2012	11.00	9.28
September 2012	11.40	10.24
October 2012	12.00	11.10
November 2012	12.50	11.50
December 2012	13.20	12.50
January 2013	14.38	12.76
February 2013	15.50	14.38
March 2013	16.30	14.80

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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, Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, on Monday, 27 May 2013 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 2012.

• (2) To re-elect the retiring Directors.

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

• (4) To approve, with retroactive effect from 1 January 2013:

• (a) an increase in the rate of fee payable to each Director of the Company from HK$40,000 per annum to HK$50,000 per annum; and

• (b) an increase in the rate of fee payable to each of those Directors of the Company who from time to time are also members of the Audit Committee of the Company from HK$15,000 per annum to HK$20,000 per annum.

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

• (5) “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;

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  - (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. **”**

• (6) “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

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“ 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% 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, 19 April 2013

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 (6) 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 Monday, 20 May 2013 to Monday, 27 May 2013, 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, 16 May 2013.

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