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Chinasoft International Limited Proxy Solicitation & Information Statement 2025
49152_rns_2025-05-20_519aff29-2ed8-4fc9-bc49-9b683ab7fd4c.pdf
Proxy Solicitation & Information Statement
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THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect about this supplemental circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Melco International Development Limited, you should at once hand this supplemental circular, together with the enclosed revised proxy form, to the purchaser or the transferee or to the bank, the licensed securities dealer or other agent through whom the sale 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 supplemental 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 supplemental circular.
Melco International Development Limited
(Incorporated in Hong Kong with limited liability)
Website: www.melco-group.com
(Stock Code: 200)
SUPPLEMENTAL CIRCULAR IN RELATION TO THE PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
This supplemental circular should be read together with the circular of Melco International Development Limited (the "Company") dated 29 April 2025 and the notice dated 29 April 2025 convening the annual general meeting ("AGM" or "Annual General Meeting") of the Company to be held by way of electronic means through the Vistra eVoting Portal (http://evoting.vistra.com/#/238) (the "Vistra eVoting Portal") on Thursday, 5 June 2025 at 11:00 a.m.. A supplemental notice of the AGM is set out on pages 8 to 9 of this supplemental circular. A revised proxy form for use at the AGM is enclosed with this supplemental circular. Please complete and sign the revised proxy form in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (http://evoting.vistra.com/#/238) by using the login username and password provided in the notification letter sent by the Company's share registrar as soon as possible and in any event not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the AGM (i.e. not later than 11:00 a.m. on Tuesday, 3 June 2025) or any adjournment thereof. Completion and return of the revised proxy form will not preclude you from attending and voting through the Vistra eVoting Portal at the AGM or any adjournment thereof if you subsequently so wish.
21 May 2025
CONTENTS
Page
Guidance for the Annual General Meeting 1
Letter from the Board
- Introduction 4
- Re-election of Retiring Directors 5
- AGM 5
- Recommendation 6
- Responsibility Statement 7
Appendix I – Supplemental Notice of Annual General Meeting 8
Appendix II – Details of Directors Proposed to be Re-elected 10
GUIDANCE FOR THE ANNUAL GENERAL MEETING
The AGM will be a virtual meeting. Shareholders will be able to join the AGM through the Vistra eVoting Portal. The Vistra eVoting Portal can be accessed from any location with access to the internet via smartphone, tablet device or computer. The registered Shareholders, their proxy (or proxies) and non-registered Shareholders will be able to view the live video broadcast, participate in voting and submit questions online (or if they so opt to, they may dial in through the Company’s designated dial-in facility to raise questions during the AGM).
HOW TO ATTEND AND VOTE
Shareholders who wish to attend the AGM and exercise their voting rights can do so in one of the following ways:
(1) attend the AGM through the Vistra eVoting Portal which enables live streaming and interactive platform for voting and submitting questions online (or if they so opt to, they may dial in through the Company’s designated dial-in facility to raise questions during the AGM); or
(2) appoint the chairman of the AGM or other persons (by providing their email addresses for receiving the designated log-in username and password) as your proxy(ies) to attend and vote on your behalf through the Vistra eVoting Portal.
For the purpose of determining Shareholders’ eligibility to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 2 June 2025 to Thursday, 5 June 2025, both days inclusive, during which period no transfer of Shares will be effected.
The Vistra eVoting Portal will be open for the registered Shareholders, their proxy (or proxies) (see below for login details and arrangements) and non-registered Shareholders (see below for login details and arrangement) to log in from 10:30 a.m. on Thursday, 5 June 2025 (i.e. approximately 30 minutes prior to the commencement of the AGM). Shareholders should allow ample time to check into the Vistra eVoting Portal to complete the related procedures. Please refer to the Online Meeting User Guide in relation to the procedures of the online meeting at http://evoting.vistra.com/#/238.
Login details for registered Shareholders: Details regarding the AGM arrangements including login details (including personalised username and password) to access the Vistra eVoting Portal (with instruction to obtain the relevant dial-in details) are included in the Company’s notification letter to registered Shareholders sent together with the circular of the Company dated 29 April 2025. In case of appointment of proxy for participation at the AGM through the Vistra eVoting Portal, a registered Shareholder is requested to provide a valid email address of his or her proxy (except for appointment of the chairman of the AGM as proxy) in order for the proxy to receive the personalised username and password from the Company’s share registrar, Tricor Investor Services Limited, to attend and vote at the AGM through the Vistra eVoting Portal. If your proxy has not received the login details by email by 11:00 a.m. on Wednesday, 4 June 2025, you should contact the Company’s share registrar, Tricor Investor Services Limited, at (852) 2975 0928 or by email to [email protected] for assistance.
GUIDANCE FOR THE ANNUAL GENERAL MEETING
Login details for non-registered Shareholders: Non-registered Shareholders who wish to attend and vote at the AGM using the Vistra eVoting Portal should:
(a) contact and instruct their banks, brokers, custodians or HKSCC Nominees Limited through which their shares are held (together, the "Intermediaries") to appoint themselves as proxies or corporate representatives to attend the AGM; and
(b) provide their email address to their Intermediaries before the time limit required by the relevant Intermediaries.
Details regarding the AGM arrangements including login details (including personalised username and password) to access the Vistra eVoting Portal (with instructions to obtain the relevant dial-in details) will be sent by the Company's share registrar, Tricor Investor Services Limited, to the email address of the non-registered Shareholders provided by the Intermediaries. Any non-registered Shareholder who has provided an email address through the relevant Intermediaries for this purpose but has not received the login details by email by 11:00 a.m. on Wednesday, 4 June 2025 should contact the Company's share registrar, Tricor Investor Services Limited, at (852) 2975 0928 or by email to [email protected] for assistance. Without the login details, non-registered Shareholders will not be able to participate and vote using the Vistra eVoting Portal. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediaries in respect of both (a) and (b) above.
Registered Shareholders, their proxy (or proxies) and non-registered Shareholders should note that only one device is allowed per login. Please also keep the login details in safe custody for use at the AGM and do not disclose them to anyone else. Neither the Company nor its share registrar assumes any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for voting or otherwise.
VOTING SYSTEM AT THE AGM
Electronic voting system will be used at the AGM to enhance the efficiency in the poll counting process. This is a full paperless AGM process that facilitates easy and intuitive voting procedures for Shareholders. For online voting at the AGM, registered Shareholders, their proxy (or proxies) and non-registered Shareholders can refer to the Online Meeting User Guide by visiting http://evoting.vistra.com/#/238 for details.
QUESTIONS AT THE AGM
Registered Shareholders, their proxy (or proxies) and non-registered Shareholders attending the AGM using the Vistra eVoting Portal will be able to submit questions relevant to the proposed resolutions online, or, if they so opt to, dial in through the Company's designated dial-in facility (please refer to the Company's notification letter to Shareholders for instructions to obtain the relevant dial-in details) to raise questions during the AGM. The Company will endeavour to address these questions at the AGM, if time permits.
GUIDANCE FOR THE ANNUAL GENERAL MEETING
SUBMISSION OF REVISED PROXY FORM
Submission of revised proxy forms by registered Shareholders: A revised proxy form for use at the AGM is enclosed with this supplemental circular. A copy of the revised proxy form can also be downloaded from the websites of the Company at www.melco-group.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
The deadline to submit completed revised proxy forms is Tuesday, 3 June 2025 at 11:00 a.m.. Completed revised proxy forms must be returned to the Company's share registrar, Tricor Investor Services Limited at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (http://evoting.vistra.com/#/238) by using the login username and password provided in the notification letter sent by the Company's share registrar as soon as possible and in any event not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the AGM (i.e. not later than 11:00 a.m. on Tuesday, 3 June 2025) or any adjournment thereof.
Appointment of proxy by non-registered Shareholders: Non-registered Shareholders should contact their Intermediaries as soon as possible for assistance in the appointment of proxy.
CONTACT DETAILS OF THE COMPANY'S SHARE REGISTRAR
If Shareholders have any queries relating to the AGM, please contact the Company's share registrar as follows:
Tricor Investor Services Limited
17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Email: [email protected]
Telephone: (852) 2980 1333
Fax: (852) 2861 1465
LETTER FROM THE BOARD
Melco International Development Limited
(Incorporated in Hong Kong with limited liability)
Website: www.melco-group.com
(Stock Code: 200)
Executive Directors:
Mr. Ho, Lawrence Yau Lung
(Chairman and Chief Executive Officer)
Mr. Evan Andrew Winkler
(President and Managing Director)
Mr. Chung Yuk Man, Clarence
Registered Office:
38th Floor
The Centrum
60 Wyndham Street
Central
Hong Kong
Independent Non-executive Directors:
Mr. Tsui Che Yin, Frank
Ms. Karuna Evelyne Shinsho
21 May 2025
To the Shareholders
Dear Sir or Madam,
SUPPLEMENTAL CIRCULAR IN RELATION TO THE PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
This supplemental circular should be read together with the circular of the Company dated 29 April 2025 (the “Circular”) and the notice of the AGM of the Company dated 29 April 2025 (the “AGM Notice”), which contains, among other things, information regarding the resolutions to be proposed at the AGM. Unless otherwise defined, capitalized terms used in this supplemental circular shall have the same meaning as those defined in the Circular.
The purpose of this supplemental circular is to give you the supplemental notice of the AGM (the “Supplemental AGM Notice”) and provide you with further information regarding the new resolutions to be proposed at the AGM for approving the re-election of retiring Directors and to enable you to make informed decisions on whether to vote for or against such resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
2. RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 98(A) of the Articles of Association, one-third of the Directors for the time being shall retire from the office by rotation at the AGM and are eligible to offer themselves for re-election.
As set out in the Circular and the resolutions under item numbered 2(a) of the AGM Notice, Mr. Evan Andrew Winkler and Mr. John William Crawford are the retiring Directors proposed to be re-elected at the AGM.
Reference is made to the announcement of the Company dated 15 May 2025 in relation to, among other things, the passing of Mr. John William Crawford on 13 May 2025.
Following the passing of Mr. John William Crawford, the Board currently consists of only five Directors including three Executive Directors, namely, Mr. Ho, Lawrence Yau Lung (Chairman and Chief Executive Officer), Mr. Evan Andrew Winkler (President and Managing Director) and Mr. Chung Yuk Man, Clarence, and two Independent Non-executive Directors, namely, Mr. Tsui Che Yin, Frank and Ms. Karuna Evelyne Shinsho.
In such event, in order to satisfy the aforesaid requirement of the Articles of Association, the Nomination and Corporate Governance Committee of the Company (the "NCGC"), having reviewed the Board's composition, recommended Mr. Chung Yuk Man, Clarence, who has been longest in office since his last election, in place of the late Mr. Crawford, to the Shareholders for re-election at the AGM. The nomination was made in accordance with the nomination policy of the Company and taken into account objective criteria (including without limitation, experience, skills and professional and educational qualifications), and with due regard to the board diversity policy of the Company. Mr. Chung Yuk Man, Clarence, the retiring Director, has shown devotion and commitment to the Board by his attendance to the Board and relevant Board committee meetings throughout his tenure.
The Board, having considered the recommendation of the NCGC, is of the view that both of the retiring Directors, Mr. Evan Andrew Winkler and Mr. Chung Yuk Man, Clarence, have the required character, integrity and experience to continue fulfilling the role of Directors. Therefore, re-election of the retiring Directors be recommended for approval by the Shareholders at the AGM.
Brief biographical details of Mr. Evan Andrew Winkler and Mr. Chung Yuk Man, Clarence are set out in Appendix II of this supplemental circular.
In light of the above, the resolutions under item numbered 2(a) relating to the re-election of the retiring Directors as set out in the AGM Notice should be deleted in its entirety and replaced by the new resolutions under item numbered 2(a) as set out in the Supplemental AGM Notice on pages 8 to 9 of this supplemental circular.
3. AGM
The AGM will be a virtual meeting. A notice convening the AGM to be held through the Vistra eVoting Portal (http://evoting.vistra.com/#/238) (the "Vistra eVoting Portal") on Thursday, 5 June 2025 at 11:00 a.m. is set out in Appendix I to the Circular. The Supplemental AGM Notice is set out in Appendix I to this supplemental circular. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, 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. Accordingly, the proposed resolutions contained in the AGM Notice which is set out on pages 12 to 16 of the Circular, as well as the Supplemental AGM Notice on pages 8 to 9 of this supplemental circular, including to approve the proposed re-election of the retiring Directors, will be voted on by way of poll at the AGM.
LETTER FROM THE BOARD
Since the form of proxy dispatched to the Shareholders together with the Circular on 29 April 2025 (the “Original Proxy Form”) does not contain the resolution in relation to the proposed re-election of Mr. Chung Yuk Man, Clarence as an executive Director of the Company, a revised proxy form for use at the AGM is enclosed herewith to include such proposed resolution. The revised proxy form can also be downloaded from the websites of the Company at www.melco-group.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
Whether or not you are able to attend the AGM, you are requested to complete the revised proxy form in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (the “Share Registrar”) not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the AGM (i.e. not later than 11:00 a.m. on Tuesday, 3 June 2025) (the “Closing Time”) or any adjournment thereof. Completion and delivery of the Original Proxy Form and/or the revised proxy form will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish.
If you have not yet deposited the Original Proxy Form and you intend to appoint a proxy/proxies to attend the AGM on your behalf, you are requested to deposit only this revised proxy form in accordance with the instructions printed thereon. If you have already deposited the Original Proxy Form, you should note that:
(i) if no revised proxy form is deposited before the Closing Time, the Original Proxy Form (if duly completed) will be treated as a valid proxy form deposited by you. The proxy so appointed pursuant to the Original Proxy Form will be entitled to vote in accordance with the instructions previously given by you or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM, including the new resolutions numbered 2(a) as set out in the Supplemental AGM Notice dated 21 May 2025; and
(ii) if the revised proxy form is deposited before the Closing Time, the revised proxy form will revoke and supersede the Original Proxy Form previously deposited by you. The revised proxy form (if duly completed) will be treated as a valid proxy form deposited by you.
An announcement of the poll results will be made by the Company after the AGM in the manner prescribed by Rule 13.39(5) of the Listing Rules. Your attention is also drawn to the section headed “Guidance for the Annual General Meeting” set out on pages 1 to 3 of this supplemental circular. For details of the other ordinary resolutions to be considered at the AGM, eligibility for attending the AGM, closure of register of members and other relevant matters, please refer to the AGM Notice and the Circular.
4. RECOMMENDATION
In addition to the recommendation contained in the Circular, the Board believes that proposed re-election of Mr. Chung Yuk Man, Clarence as an executive Director of the Company as referred to in this supplemental circular is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolution to be proposed at the AGM.
LETTER FROM THE BOARD
5. RESPONSIBILITY STATEMENT
This supplemental circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading.
By order of the board of
Melco International Development Limited
Ho, Lawrence Yau Lung
Chairman and Chief Executive Officer
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APPENDIX I
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
Melco International Development Limited
(Incorporated in Hong Kong with limited liability)
Website: www.melco-group.com
(Stock Code: 200)
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
References are made to (i) the circular of Melco International Development Limited (the "Company") dated 29 April 2025 (the "Circular"); and (ii) the notice of annual general meeting (the "AGM") of the Company dated 29 April 2025 (the "AGM Notice") to convene the AGM to be held by way of electronic means through the Vistra eVoting Portal (http://evoting.vistra.com/#/238) (the "Vistra eVoting Portal") on Thursday, 5 June 2025 at 11:00 a.m.
Details of the proposed resolutions to be considered at the AGM were stated in the AGM Notice. Unless otherwise stated, terms defined herein shall have the same meanings as those defined in the Circular. Apart from the amendments stated below, all the information contained in the AGM Notice remains to have full force and effect, and this supplemental notice shall be read together with the AGM Notice.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT:
Due to the matters as set out in the supplemental circular of the Company dated 21 May 2025 (the "Supplemental Circular"), the resolutions under item numbered 2(a) stated in the AGM Notice should be deleted in its entirety and replaced by the following new resolutions under item numbered 2(a):
"2.(a) (i) To re-elect Mr. Evan Andrew Winkler as an executive director of the Company; and
(ii) To re-elect Mr. Chung Yuk Man, Clarence as an executive director of the Company."
By order of the board of
Melco International Development Limited
Leung Hoi Wai, Vincent
Company Secretary
Hong Kong, 21 May 2025
Registered Office:
38th Floor,
The Centrium
60 Wyndham Street
Central
Hong Kong
APPENDIX I
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
A revised proxy form containing the new resolutions under item numbered 2(a) is enclosed with the Supplemental Circular. Please refer to the section headed “AGM” on pages 5 to 6 of the Supplemental Circular for the arrangements about the completion and submission of the revised proxy form.
-
Please refer to the AGM Notice for details of the other ordinary resolutions to be considered at the AGM, the closure of the register of members, eligibility for attending the AGM, appointment of proxy and other relevant matters.
-
With regard to the new resolutions no. 2(a) above, the board of directors of the Company proposes that the retiring directors who will offer themselves for re-election at the AGM, namely, Mr. Evan Andrew Winkler and Mr. Chung Yuk Man, Clarence, be re-elected as directors of the Company. Details of these retiring directors are set out in the Supplemental Circular.
-
Whether or not you are able to attend the AGM, you are requested to complete the revised proxy form in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (the “Share Registrar”) not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the AGM (i.e. not later than 11:00 a.m. on Tuesday, 3 June 2025) (the “Closing Time”) or any adjournment thereof. Completion and delivery of the Original Proxy Form and/or the revised proxy form will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish.
-
If you have not yet deposited the original proxy form enclosed with the circular of the Company dated 29 April 2025 (the “Original Proxy Form”) and you intend to appoint a proxy/proxies to attend the AGM on your behalf, you are requested to deposit only this revised proxy form in accordance with the instructions printed thereon. If you have already deposited the Original Proxy Form, you should note that:
(i) if no revised proxy form is deposited before the Closing Time, the Original Proxy Form (if duly completed) will be treated as a valid proxy form deposited by you. The proxy so appointed pursuant to the Original Proxy Form will be entitled to vote in accordance with the instructions previously given by you or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM, including the new resolutions numbered 2(a) as set out in the supplemental notice of the AGM dated 21 May 2025; and
(ii) if the revised proxy form is deposited before the Closing Time, the revised proxy form will revoke and supersede the Original Proxy Form previously deposited by you. The revised proxy form (if duly completed) will be treated as a valid proxy form deposited by you.
-
To ascertain shareholders’ eligibility to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 2 June 2025 to Thursday, 5 June 2025 (both days inclusive), during which period no share transfers will be registered. In order to be eligible to attend and vote at the AGM, all transfer forms accompanied by relevant share certificates must be lodged with the Company’s share registrar, Tricor Investor Services Limited at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Friday, 30 May 2025.
-
In accordance with the Listing Rules, voting on the above resolutions will be taken by poll.
-
If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal or “extreme conditions after super typhoons” is/are in force in Hong Kong at or after 6:00 a.m. on the date of the AGM, the meeting will be automatically postponed or adjourned. Shareholders are advised to check the websites of the Company at www.melco-group.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk for any further announcement(s) and information relating to the AGM.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
The biographical details of the retiring Directors who will offer themselves for re-election at the AGM are set out below:
(1) Mr. Evan Andrew Winkler
Mr. Winkler, aged 50, joined the Company as Managing Director in August 2016 and in May 2018, he assumed the role of President and Managing Director of the Company. Mr. Winkler is also a member of the Executive Committee, the Regulatory Compliance Committee and the Finance Committee and a director of various subsidiaries of the Company. He is currently a director and president of Melco Resorts & Entertainment Limited (“Melco Resorts”), a company listed on the Nasdaq Global Select Market in the United States, and a director of Studio City International Holdings Limited, a company listed on the New York Stock Exchange in the United States. Both of the aforesaid companies are subsidiaries of the Company.
Before joining the Company, Mr. Winkler served as a managing director at Moelis & Company, a global investment bank. Prior to that, he was a managing director and co-head of technology, media and telecommunications M&A at UBS Investment Bank. Mr. Winkler has extensive experience in providing senior level advisory services on mergers and acquisitions and other corporate finance initiatives, having spent nearly two decades working on Wall Street. He holds a bachelor’s degree in Economics from the University of Chicago.
Save as disclosed above, Mr. Winkler does not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years and does not hold any other positions with the Company or other members of the Group. Mr. Winkler has confirmed that he does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).
Mr. Winkler’s directorship is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. In relation to Mr. Winkler’s employment arrangement with Melco Resorts, Melco Resorts granted him restricted shares in respect of 992,064 American depositary shares of Melco Resorts (equivalent to 2,976,192 shares of Melco Resorts). In the meantime, Mr. Winkler continues with his roles as the President and Managing Director of the Company without receiving further remuneration from the Company for performing those roles. Mr. Winkler’s total emoluments received for the year ended 31 December 2024 are set out on pages 156 and 157 of the Company’s 2024 annual report. Such emoluments are determined by reference to his duties and responsibilities with the Group, the Group’s financial performance and the prevailing market conditions.
As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Winkler has (1) personal interests in 7,272,138 Shares; and (2) personal interests in 1,171,635 shares of Melco Resorts, an associated corporation of the Company, and 1,593,933 underlying shares of Melco Resorts in respect of restricted shares and 1,122,264 underlying shares of Melco Resorts in respect of share options, which were granted by Melco Resorts under its share incentive plan. Save as disclosed above, Mr. Winkler does not have, and is not deemed to have any interests or short positions in any shares, underlying shares or interests in debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed above, Mr. Winkler has confirmed that there are no other matters which need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules in respect of his re-election.
(2) Mr. Chung Yuk Man, Clarence
Mr. Chung, aged 62, has been an Executive Director of the Company since May 2006. He is also a member of the Executive Committee and the Finance Committee of the Company and a director of various subsidiaries of the Company. He is currently a director of Melco Resorts, a company listed on the Nasdaq Global Select Market in the United States, a director of Studio City International Holdings Limited, a company listed on the New York Stock Exchange, and the chairman and president of Melco Resorts and Entertainment (Philippines) Corporation. All of the aforesaid companies are subsidiaries of the Company. Mr. Chung has more than 30 years of experience in the financial industry in various capacities as a chief financial officer, an investment banker and a merger and acquisition specialist. He was named one of the "Asian Gaming 50" by Inside Asian Gaming magazine for multiple years.
Save as disclosed above, Mr. Chung does not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years and does not hold any other positions with the Company or other members of the Group. Mr. Chung has confirmed that he does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company (as defined in the Listing Rules).
Mr. Chung obtained a master's degree in business administration from the Kellogg School of Management at Northwestern University and The Hong Kong University of Science and Technology; and a bachelor's degree in business administration from The Chinese University of Hong Kong. He is a member of the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales. He is also a member of Conselho para o Desenvolvimento Turístico (Tourism Development Committee) of the Macau SAR.
Mr. Chung has a service contract with Melco Services Limited, a wholly-owned subsidiary of the Company, which may be terminated by either party by written notice of not less than 3 months. His directorship is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the provision of Articles of Association. The emoluments specified in the service contract of Mr. Chung comprises an annual salary of approximately HK$4,488,000 and a discretionary bonus. His total emoluments received for the year ended 31 December 2024 are set out on pages 156 and 157 of the Company's 2024 annual report. Such emoluments are determined by reference to his duties and responsibilities with the Group, the Group's financial performance and the prevailing market conditions.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Chung has (1) personal interests in 5,739,440 shares and 730,000 underlying shares of the Company in respect of awarded shares granted under the share incentive award scheme of the Company; (2) personal interests in 535,981 shares of Melco Resorts, an associated corporation of the Company, and 510,861 underlying shares in respect of restricted shares granted by Melco Resorts; and (3) personal interest in 3,360 shares of Studio City International Holdings Limited, an associated corporation of the Company. Save as disclosed above, Mr. Chung does not have, and is not deemed to have any interests or short positions in any shares, underlying shares or interests in debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Chung has confirmed that there are no other matters which need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules in respect of his re-election.
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