CAI Corp — Proxy Solicitation & Information Statement 2002

Apr 25, 2002

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)

Directors:

Gonzaga W. J. Li (Chairman)

C. C. Haung

• B. S. Forsgate

T. Y. Ng * C. L. Pan, JP

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

• H. M. V. de Lacy Staunton Paul Y. C. Tsui

• ( * Independent Non-executive Directors)

25th April, 2002

To the Shareholders

Dear Sir or Madam,

EXTRAORDINARY 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 17th May, 2001, 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 17th May, 2001; 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 17th May, 2001, 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.

2. Under the terms of the Companies Ordinance and the Listing Rules, these general mandates will lapse at the conclusion of the Annual General Meeting for 2002, unless

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Harbour Centre Development Limited 25 Apr 2002

renewed at that meeting. Resolutions will be proposed at the extraordinary general meeting (“EGM”) of the Company to be held in the Jade and Lotus Rooms, 6th Floor, The Marco Polo Hong Kong Hotel, 3 Canton Road, Kowloon, Hong Kong, on Wednesday, 5th June, 2002 at 10:10 a.m. 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.

1. Following certain recent amendments to the Companies Ordinance and the Listing Rules and to keep in line with current corporate practices, the Directors also recommend to make corresponding amendments to the Company’s Articles of Association (“Articles of Association”) so as to offer flexibility for the Company to take advantage of the amendments whenever considered appropriate in the future. If the amendments to the Articles of Association are adopted, the Company will be able (subject to compliance with the requirements under the Companies Ordinance and the Listing Rules) to offer shareholders the choice to elect:

2. (a) to receive summary financial reports of the Company (which are derived from and summarises the Annual Reports and Accounts and in such form as may be required by law from time to time) instead of the full version of Annual Reports and Accounts;

3. (b) to be treated as having been sent a copy of either the summary financial reports or the Annual Reports and Accounts by having access to the version of those documents published on the Company’s website; and

4. (c) to receive various corporate communications to shareholders, including but not limited to annual and interim reports, circulars and notices of meeting, by electronic means and in English, Chinese or in both languages.

The amendments are expected to result in cost savings to the Company. The summary financial reports, being more concise than the Annual Reports and Accounts, are expected to be more user-friendly for shareholders.

Notwithstanding the passing of the special resolution amending the Articles of Association, shareholders will still have the right to choose to receive printed copies of the Annual Reports and Accounts.

1. Notice of the EGM is set out on pages 5 to 10 of this document. A blue form of proxy for use at the EGM is enclosed. Whether or not you intend to be present at the EGM, 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 EGM. Completion of the form of proxy and its return to the Company will not preclude you from attending, and voting at, the EGM if you so wish.

2. 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 EGM.

Yours faithfully, Gonzaga W. J. Li Chairman

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Harbour Centre Development Limited 25 Apr 2002

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 18th April, 2002, 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 18th April, 2002 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, 2001 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 2001	5.750	5.500
May 2001	6.050	5.700
June 2001	6.000	5.800
July 2001	6.050	5.650
August 2001	6.000	5.550
September 2001	5.500	5.050
October 2001	5.050	4.725
November 2001	4.900	4.800
December 2001	5.200	4.875
January 2002	5.100	4.850
February 2002	5.300	5.000
March 2002	5.200	5.000

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HARBOUR CENTRE DEVELOPMENT LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Shareholders of Harbour Centre Development Limited will be held in the Jade and Lotus Rooms, 6th Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, on Wednesday, 5th June, 2002 at 10:10 a.m. (or so soon thereafter as the Annual General Meeting of the Company convened for the same date and place shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing with or without modification the following resolutions of which resolutions number (1) to (3) will be proposed as ordinary resolutions and resolution number (4) will be proposed as a special resolution:-

ORDINARY RESOLUTIONS

• (1) “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

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

(2) “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;

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• (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

• (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). ”

• (3) “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 (2) 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 (1) 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. ”

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SPECIAL RESOLUTION

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

• (a) by the deletion of the definition of ‘“writing” and “written”’ in Article 2 and the substitution therefor of the following new definition:

‘“writing” and “written” shall include writing, printing, lithography, photography, typewriting and every other mode of representing words or figures in a legible and non-transitory form (including telex and facsimile transmission but excluding communication in electronic form);’;

• (b) by adding the following definitions immediately after the definition of “the Ordinance” in Article 2:

‘“the Listing Rules” shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and any amendments thereto for the time being in force;’

‘“electronic form” shall mean any electronic, digital, electrical, magnetic or other retrievable form or medium (whether having physical substance or not);’;

• (c) by adding the words ‘or in such other form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules’ after the phrase ‘in writing’ in Article 20;

• (d) by adding the words ‘or in such other form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules,’ after the phrase ‘in writing’ in Article 34;

• (e) by adding the words ‘or in such other form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules’ after the phrase ‘in writing’ wherever such phrase appears in Article 66;

• (f) by the deletion of Article 164 and the substitution therefore of the following new Article:-

‘164. (A) The Board shall from time to time in accordance with the provisions of the Ordinance cause to be prepared and laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Ordinance.

(B) Every balance sheet of the Company shall be signed pursuant to the provisions of the Ordinance, and a copy of every balance sheet (including any such document(s) which under the applicable provisions of the Ordinance are required to be annexed thereto) and profit and loss account, the full version of which is to be laid before the Company in general meeting, together with a copy of the Directors’ report and a copy of the Auditors’ report, shall not less than twenty-one days before the date of the meeting, be sent or made available to every member of, and every holder of debentures of, the Company and every person registered under Article 44 and every

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other person entitled to receive notices of general meetings of the Company, provided that this Article shall not require a copy of those documents to be sent or made available (i) to any person of whose address the Company is not aware; (ii) to more than one of the joint holders of any shares or debentures; (iii) in the case of joint holders of any shares or debentures some of whom are and some of whom are not entitled to receive notices of general meetings of the Company, to those who are not so entitled; or (iv) to any holder of shares or debentures or any other person who is entitled to receive notices of general meetings of the Company, if the Company has sent or otherwise made available to such person a copy of the summary financial report in such form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under the applicable provisions of the Ordinance.’;

(g) by the deletion of Articles 168 to 171 and the substitution therefor of the following new Articles:-

‘168. (A) Any notice or document to be given or issued by the Company shall be in writing or in such other form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules, and may be served by the Company on the recipient either personally or by sending it or making it available to such person by any such means and in such form and language(s) as may from time to time be permitted under applicable laws and Listing Rules, or (in the case of a notice) by advertisement “published in the newspaper” as defined in the Listing Rules.

(B) In the case of joint holders of a share, all notices shall be given or made available by the Company by such means and in such form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules, to that one of the joint holders whose name stands first in the Register and notice so given shall be sufficient notice to all the joint holders.

1. Where a notice or document is sent through the post to any member, such notice or document shall be sent to such member at his address as appearing in the Register. No member shall be entitled to require the Company to serve notices on him or send documents to him by any other means or to any other address other than the address as shown for the time being in the Register save and unless otherwise provided herein or as may at any time and from time to time be so arranged by the Company with the written consent of the relevant member pursuant to applicable laws and the Listing Rules. A member from whom the Company has not received any notice of his registered address shall be deemed to have received any notice which shall have been displayed at the Registered Office of the Company and shall have remained there for the period of twenty-four hours and such notice shall be deemed to have been received by such member on the day following that on which it shall have been first so displayed. Where a notice or document is sent or made available to any member in electronic form, it shall be transmitted to the electronic address or computer network or website supplied by him to the Company for the giving of notice or delivery of document from the Company to him to the extent permitted by, and in accordance with, applicable laws and the Listing Rules.

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1. Any notice or document if sent by post by the Company shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is posted in Hong Kong and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and posted and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or document was so addressed and posted shall be conclusive evidence thereof. Any notice or document if sent or otherwise made available by the Company by electronic means or in electronic form (including where applicable by way of publication on the Company’s website or computer network) shall be deemed to have been duly sent or made available at the time of transmission or as the case may be at the time when notice of publication on the Company’s website or computer network is given to the recipient; and in proving such transmission, publication or the giving of notice thereof, a certificate in writing signed by the Secretary or other person appointed by the Board as to the act and time of such transmission, publication or the giving of notice thereof, shall be conclusive evidence thereof.

2. A notice or document may be given or otherwise made available by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or by any such means and in such form (including without limitation electronic form and by way of publication on the Company’s website and computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules, or (until an address has been so supplied by him) by giving the notice or document in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.’;

(h) by the deletion of Article 173 and the substitution therefor of the following new Article:-

‘173. Any notice or document delivered or sent by post to or left at the registered address of any member, or made available by such means or in such form (including without limitation electronic form and by way of publication on the Company’s website or computer network) and language(s) as may from time to time be permitted under applicable laws and the Listing Rules in pursuance of these presents, shall notwithstanding that such member be then deceased or bankrupt and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such member until some other person be registered in his stead as the holder or joint holder thereof, and such service, delivery or other act which is treated under the Ordinance as being as valid and effectual as service or delivery shall for all purposes of these presents be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such shares.’;

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• (i) by adding the following Article 173A immediately after Article 173:

‘173A. Where a person has in accordance with applicable laws, rules and regulations consented to receive notices and other documents from the Company in the English language only or the Chinese language only but not both, it shall be sufficient for the Company to serve on or deliver or make available to him any notice or document in such language only in accordance with these presents unless and until there is a notice of revocation or amendment of such consent given or deemed to have been given by such person to the Company in accordance with applicable laws, rules and regulations which shall have effect in respect of any notice or document to be served on or delivered to such person subsequent to the giving of such notice of revocation or amendment.’

with the following marginal note:

‘Choice of language.’; and

• (j) by adding the words ‘or made in electronic form’ after the word ‘printed’ in Article 174. ”

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

Hong Kong, 25th April, 2002

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.

• (b) With reference to the Ordinary Resolution proposed under item (2) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company.

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