Changyou International Group Limited — Proxy Solicitation & Information Statement 2012

Sep 7, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspects of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in See Corporation Limited (the “Company”), you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

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(Incorporated in Bermuda with limited liability)
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(Stock Code: 491)

(I) RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (II) RE-ELECTION OF DIRECTORS; (III) PROPOSED CHANGE OF AUDITORS; AND

(IV) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at 2:30 p.m. on Monday, 22 October 2012, at Function Room 4, 3/F., The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong, or any adjournment thereof, is set out on pages 10 to 14 of this circular. If you are not able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting, or any adjournment thereof, should you so wish and in such event the form of proxy shall be deemed to be revoked.

10 September 2012

• for identification purpose only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Change of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“AGM”	the annual general meeting of the Company to be held
	at 2:30 p.m. on Monday, 22 October 2012, at Function
	Room 4, 3/F., The Mira Hong Kong, 118 Nathan Road,
	Tsimshatsui, Kowloon, Hong Kong
“AGM Notice”	the notice convening the AGM set out on pages 10 to 14 of
	this circular
“associate”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors of the Company from time to time or
	a duly authorised committee thereof
“Bye-laws”	the Bye-laws of the Company as may be amended from
	time to time and Bye-law shall be construed accordingly
“Company”	See Corporation Limited, a company incorporated under
	the laws of Bermuda with limited liability and the Shares of
	which are listed on the main board of the Stock Exchange
“connected person”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	the director(s) of the Company
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China

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DEFINITIONS

“Issue Mandate”	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all the powers of the Company
	to allot, issue and deal with Shares up to 20% of the
	aggregate nominal amount of the issued share capital of the
	Company as at the date of passing of the resolution as set
	out in the AGM Notice
“Latest Practicable Date”	4 September 2012, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all the powers of the Company
	to repurchase Shares up to 10% of the aggregate nominal
	amount of the issued share capital of the Company as at
	the date of passing of the resolution as set out in the AGM
	Notice
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital
	of the Company, or, if there has been a sub-division,
	reduction, consolidation, reclassification or reconstruction
	of the share capital of the Company, the shares forming part
	of the ordinary equity share capital of the Company or such
	nominal amount as shall result from any such sub-division,
	reduction, consolidation, reclassification or reconstruction
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers as amended
	from time to time
“%”	per cent.

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 491)

Executive Directors:

Dr. Ma Ho Man, Hoffman (Chairman) Mr. Wong Kui Shing, Danny (Managing Director) Mr. Wong Chi Chiu Ms. Ng Yuk Yee, Feona

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors: Mr. Li Fui Lung, Danny Mr. Ng Hoi Yue, Herman Mr. Heung Pik Lun

Head Office and Principal Place of Business in Hong Kong: Office D & E, 20th Floor EGL Tower No. 83 Hung To Road Kwun Tong Kowloon Hong Kong

10 September 2012

To the Shareholders,

Dear Sir or Madam,

(I) RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (II) RE-ELECTION OF DIRECTORS; (III) PROPOSED CHANGE OF AUDITORS; AND

(IV) NOTICE OF ANNUAL GENERAL MEETING

Introduction

The purpose of this circular is to (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate; (ii) set out an explanatory statement regarding the Repurchase Mandate; and (iii) give you the AGM Notice.

• for identification purpose only

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LETTER FROM THE BOARD

Proposed General Mandates to Issue and Repurchase Shares

Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:

• (i) to allot, issue and otherwise deal with new Shares up to an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the proposed resolution at the AGM; and

• (ii) to repurchase Shares up to an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the proposed resolution at the AGM.

In addition, if the Issue Mandate is granted together with the Repurchase Mandate, it is further proposed, by way of a separate ordinary resolution, that the Issue Mandate be extended so that the Directors be given a general mandate to issue further Shares up to an aggregate nominal amount equal to the aggregate nominal amount of the Shares which may be repurchased by the Company under the Repurchase Mandate.

As at the Latest Practicable Date, the total issued share capital of the Company was 1,245,460,891 Shares. Subject to the passing of the ordinary resolution at the AGM approving the Issue Mandate, the Company will be allowed to allot, issue and deal with up to a maximum of 249,092,178 Shares under the Issue Mandate, being not more than 20% of the total issued share capital of the Company, on the basis that no further Shares will be issued or repurchased between the Latest Practicable Date and the AGM.

An explanatory statement containing information regarding the Repurchase Mandate is set out in Appendix I to this circular.

Re-election of Directors

In accordance with Bye-law 87(2), Dr. Ma Ho Man, Hoffman, Mr. Li Fui Lung, Danny and Mr. Ng Hoi Yue, Herman will retire by rotation at the forthcoming AGM and, being eligible, offer themselves for re-election.

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LETTER FROM THE BOARD

Notwithstanding that Mr. Li Fui Lung, Danny and Mr. Ng Hoi Yue, Herman have served as independent non-executive directors of the Company for more than 9 years, Mr. Li Fui Lung, Danny and Mr. Ng Hoi Yue, Herman meet the independence guidelines set out in Rule 3.13 of the Listing Rules and are not involved in the daily management of the Company nor are they in any relationships or circumstance which would interfere with the exercise of their independent judgment. The nomination committee of the Company (excluding Mr. Li Fui Lung, Danny and Mr. Ng Hoi Yue, Herman who have abstained from voting) has assessed and is satisfied of the independence of Mr. Li Fui Lung, Danny and Mr. Ng Hoi Yue, Herman. Hence, the Board is of the opinion that both Mr. Li Fui Lung, Danny and Mr. Ng Hoi Yue, Herman remain independent and thus recommends them for re-election at the AGM.

Details and particulars of the above Directors required to be disclosed under Rule 13.51(2) of the Listing Rules are set out in the annual report of the Company for the year ended 30 June 2012.

Proposed Change of Auditors

HLB Hodgson Impey Cheng, the Company’s auditors for the financial year ended 30 June 2012, will retire as auditors of the Company with effect from the conclusion of the AGM.

In March 2012, the practice of HLB Hodgson Impey Cheng was reorganised as HLB Hodgson Impey Cheng Limited. The Board considers that it is in the interests of the Company and the Shareholders as a whole if HLB Hodgson Impey Cheng can continue to serve the Company under the new name of HLB Hodgson Impey Cheng Limited. The Board has resolved to appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company upon the retirement of HLB Hodgson Impey Cheng, subject to the Shareholders’ approval at the AGM.

HLB Hodgson Impey Cheng has confirmed that there are no matters in connection with its retirement that need to be brought to the attention of the Shareholders. The Board also confirms that there are no circumstances in respect of the proposed change of auditors that need to be brought to the attention of the Shareholders.

The appointment of HLB Hodgson Impey Cheng Limited as the new auditors of the Company until the conclusion of the next annual general meeting will be subject to the passing of an ordinary resolution by the Shareholders at the AGM.

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LETTER FROM THE BOARD

Annual General Meeting

The AGM Notice is set out on pages 10 to 14 of this circular. A form of proxy for use at the AGM is enclosed. If you are not able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, located at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, if you so wish and in such event the form of proxy shall be deemed to be revoked.

Pursuant to Rule 13.39 of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM will demand a poll for each and every resolution to be put forward at the AGM pursuant to Bye-law 66 and the Listing Rules. The Company will appoint scrutineer to handle vote-taking procedures at the AGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39 of the Listing Rules.

Recommendation

The Directors consider that the granting of the Issue Mandate and the Repurchase Mandate and the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant resolutions as set out in the AGM Notice.

General Information

Your attention is drawn to the additional information set out in Appendix I to this circular. The English text of this circular and the accompanying form of proxy shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

On behalf of the Board See Corporation Limited Dr. Ma Ho Man, Hoffman

Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix includes an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to be presented to Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

1. FUNDING OF REPURCHASES

Any repurchase under the Repurchase Mandate is proposed to be made out of funds which are legally available for the purpose in accordance with the memorandum of association of the Company and Bye-laws, the Listing Rules and the laws of Bermuda. The laws of Bermuda provide that such repurchases may only be effected out of the capital paid up on the repurchased shares or out of the funds of the company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. Any premium payable on a repurchase over the par value of the shares to be repurchased must be provided for out of funds of the company otherwise available for dividend or distribution or out of the company’s share premium account before the shares are repurchased.

In light of the financial position of the Company as at 30 June 2012 (being the date to which the latest audited consolidated financial statements of the Company have been made up), the Directors consider that there might be a material adverse impact on the working capital and on the gearing position of the Company in the event the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the 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 position which in the opinion of the Directors are from time to time appropriate for the Company.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total issued share capital of the Company comprised 1,245,460,891 Shares. Subject to the passing of the relevant ordinary resolution to approve the general mandate to repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Company would be allowed, under the Repurchase Mandate, to repurchase a maximum of 124,546,089 Shares.

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EXPLANATORY STATEMENT

APPENDIX I

3. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws and regulations of Bermuda and in accordance with the memorandum of association of the Company and Bye-laws.

5. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Dr. Ma Ho Man, Hoffman (“Dr. Ma”), for the purpose of the SFO, was interested in 236,042,361 Shares representing approximately 18.95% of the total issued share capital of the Company.

In the event the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate and on the assumption that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the shareholding interests of Dr. Ma would increase to approximately 21.06% of the total issued share capital of the Company. The Directors believe that such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not intend to exercise the power to repurchase Shares to an extent which would render Dr. Ma or any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. The Board will endeavour to ensure that the exercise of the Repurchase Mandate will not result in less than 25% of the Shares being held by the public.

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EXPLANATORY STATEMENT

APPENDIX I

6. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective associates have any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell any of the Shares to the Company. No connected person of the Company has notified the Company that he/she/it has a present intention to sell any of the Shares to the Company nor has undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchase of Shares.

7. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company in the 6-month period (whether on the Stock Exchange or otherwise) preceding the Latest Practicable Date.

8. SHARE PRICE

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous 12 months immediately prior to the Latest Practicable Date were as follows:

		Per Share
	Highest		Lowest
	HK$		HK$
2011
September	0.100		0.054
October	0.080		0.043
November	0.085		0.060
December	0.084		0.051
2012
January	0.075		0.055
February	0.097		0.060
March	0.077		0.055
April	0.069		0.052
May	0.066		0.041
June	0.052		0.041
July	0.054		0.041
August	0.079		0.045
September up till and including
the Latest Practicable Date	0.078		0.063

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 491)

NOTICE IS HEREBY GIVEN that the annual general meeting of See Corporation Limited (the “Company”) will be held at 2:30 p.m. on Monday, 22 October 2012 at Function Room 4, 3/F., The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong for the following purposes:

AS ORDINARY BUSINESS

1. To receive and consider the audited financial statements for the year ended 30 June 2012 and the reports of the directors and of the auditors thereon.

2. To re-elect Dr. Ma Ho Man, Hoffman as an executive director of the Company.

3. To re-elect Mr. Li Fui Lung, Danny as an independent non-executive director of the Company.

4. To re-elect Mr. Ng Hoi Yue, Herman as an independent non-executive director of the Company.

5. To authorise the board of directors of the Company (the “Board”) or any committee of the Board to determine the remuneration of directors of the Company.

6. To appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and to authorise the Board to fix their remuneration.

• for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

To consider and, if thought fit, pass, with or without amendments, the following resolutions which will be proposed as ordinary resolutions of the Company:

1. “ THAT :

2. (A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the capital of the Company (the “Shares”) and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (B) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers during or after the end of the Relevant Period;

4. (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to a Rights Issue (as hereinafter defined), pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of Shares upon the exercise of subscription or conversion rights attached to the warrants which might be issued by the Company or any other securities which are convertible into Shares or an issue of Shares for cash or an issue of Shares in lieu of the whole or part of a dividend on Shares or any scrip dividend scheme or similar arrangement in accordance with the Bye-Laws of the Company (the “ByeLaws”), shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (D) for the purpose of this resolution:

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

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company (the “Shareholders”) in general meeting.

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to the Shareholders on the register of members on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors 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 applicable to the Company).”

8. “ THAT :

• (A) subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such Shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (B) the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its Shares at a price determined by the Directors;

• (C) the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (D) for the purpose of this resolution:

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

  • (i) the conclusion of the next annual general meeting of the Company; or

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws to be held; or

  • (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting.”

• “ THAT conditional upon the ordinary resolutions no. 7 and no. 8 in the notice convening this meeting of the Company being passed (with or without amendments), the general mandate granted to the Directors to allot, issue and deal with any additional Shares pursuant to ordinary resolution no. 7 above be and is hereby extended by the addition thereto of up to the aggregate nominal amount of Shares which may be purchased by the Company under the authority granted pursuant to ordinary resolution no. 8 above, provided that such amount of Shares so purchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

On behalf of the Board

See Corporation Limited Dr. Ma Ho Man, Hoffman

Chairman

Hong Kong, 10 September 2012

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

As at the date of this notice, the Directors are as follows:

Executive Directors:

Dr. Ma Ho Man, Hoffman (Chairman)

Mr. Wong Kui Shing, Danny (Managing Director) Mr. Wong Chi Chiu Ms. Ng Yuk Yee, Feona

Independent Non-executive Directors:

Mr. Li Fui Lung, Danny Mr. Ng Hoi Yue, Herman Mr. Heung Pik Lun

Notes:

1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

2. Any member, whether an individual or a corporation, entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on the same occasion provided that, if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member. In addition, each proxy appointed shall be entitled to exercise the same powers as if such proxy was the registered holder of the Shares held by the member appointing him, including, but not limited to, the right to vote individually on a show of hands.

3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

4. In the case of joint holders of a Share, if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

5. Any corporation which is a member of the Company may by resolutions of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual member of the Company and such corporation shall for the purpose of the Bye-Laws be deemed to be present in person at any such meeting if a person so authorised is present thereat.

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