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DT Capital Limited Proxy Solicitation & Information Statement 2004
49154_rns_2004-07-30_7eb96b3e-cc4f-4202-9e73-a65881dacb30.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Interchina Holdings Company Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.
國中控股有限公司
INTERCHINA HOLDINGS COMPANY LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 202)
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
AND
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
PROPOSED GENERAL MANDATES TO ISSUE
AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of Interchina Holdings Company Limited to be held at Taishan Room, Level 5, Island Shangri-la Hotel, Pacific Place, Supreme Court Road, Hong Kong on Tuesday, 28 September 2004 at 10:00 a.m. is enclosed. A form of proxy is also enclosed.
Whether or not you are able to attend the annual general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Company's share registrars, Tengis Limited, at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible and 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 subsequently attending and voting at the annual general meeting or any adjourned meetings should you so wish.
30 July 2004
CONTENTS
Page
Responsibility Statement ... ii
Definitions ... 1
Letter from the Board
Introduction ... 3
Proposed Re-election of Retiring Directors ... 4
Proposed Amendments to the Articles of Association ... 4
Proposed General Mandates to Issue and Repurchase Shares ... 4
Annual General Meeting ... 5
Document available for Inspection ... 5
Recommendation ... 6
General information ... 6
Appendix I – Information on Retiring Directors ... 7
Appendix II – Explanatory Statements for the Proposed Amendments to the Articles of Association ... 12
Appendix III – Explanatory Statements on Share Repurchase Mandate ... 13
Notice of Annual General Meeting ... 16
– i –
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM Notice"
notice of the Annual General Meeting which is set out on pages 16 to 22 of this circular;
"Annual General Meeting"
the annual general meeting of the Company to be held at Taishan Room, Level 5, Island Shangri-la Hotel, Pacific Place, Supreme Court Road, Hong Kong on Tuesday, 28 September 2004 at 10:00 a.m., to consider and, if appropriate, to approve the Special and Ordinary Resolutions or any adjournment thereof;
"Articles of Association"
the Articles of Association of the Company and references to "Article(s)" shall be construed accordingly;
"associate(s)"
has the same meaning as ascribed thereto in the Listing Rules;
"Board"
the board of Directors;
"Code"
the Hong Kong Code on Takeovers and Mergers;
"Companies Ordinance"
the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);
"Company"
Interchina Holdings Company Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange;
"Directors"
the directors of the Company;
"Existing Issue Mandate"
a general mandate granted to the Directors at the annual general meeting of the Company held on 17 September 2003 to allot, issue and deal with Shares not exceeding 20 per cent. of the aggregate of the nominal amount of the issued share capital of the Company as at 17 September 2003;
"Existing Repurchase Mandate"
a general mandate granted to the Directors at the annual general meeting of the Company held on 17 September 2003 to repurchase Shares not exceeding 10 per cent. of the aggregate nominal amount of the issue and share capital of the Company as at 17 September 2003;
"Group"
the Company and its Subsidiaries;
- 1 -
DEFINITIONS
“HK$”
Hong Kong dollars;
“Hong Kong”
The Hong Kong Special Administrative Region of the People’s Republic of China;
“Latest Practicable Date”
26 July 2004, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange;
“Proposed Issue Mandate”
a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with Shares not exceeding 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of relevant resolution granting such proposed issue mandate;
“Proposed Repurchase Mandate”
a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of relevant resolution granting such proposed repurchase mandate;
“Retiring Directors”
the Directors retiring at the Annual General Meeting and, being eligible, are offering themselves for re-election at the Annual General Meeting in accordance with the Articles of Association;
“Securities and Futures Ordinance”
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)
“Share(s)”
ordinary share(s) of HK$0.10 each in the capital of the Company;
“Shareholder(s)”
holder(s) of the Share(s);
“Special and Ordinary Resolutions”
the special resolution and ordinary resolutions to be proposed and passed at the Annual General Meeting as set out in the AGM Notice;
“Stock Exchange”
The Stock Exchange of Hong Kong Limited; and
“%”
per cent.
- 2 -
LETTER FROM THE BOARD
國中控股有限公司
INTERCHINA HOLDINGS COMPANY LIMITED
(Incorporated in Hong Kong with limited liability)
Executive Directors:
Mr. Zhang Yang (Chairman)
Mr. Chan Wing Yuen, Hubert
Mr. Lam Cheung Shing, Richard
Non-executive Director:
Mr. Hui Ho Ming, Herbert
Independent Non-executive Directors:
Mr. Lee Peng Fei, Allen
Mr. Wu Wai Chung, Michael
Mr. Wong Hon Sum
Ms. Ha Ping
Registered Office
45th Floor
Far East Finance Centre
16 Harcourt Road
Admiralty
Hong Kong
30 July 2004
To the Shareholders
Dear Sir or Madam,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
AND
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the Special and Ordinary Resolutions to be proposed at the Annual General Meeting for the approval of (a) proposed re-election of the Retiring Directors; (b) proposed amendments to the Articles of Association; (c) granting to the Directors the Proposed Issue Mandate; (d) granting to the Directors the Proposed Repurchase Mandate; and (e) extending the Proposed Issue Mandate to issue Shares by adding to it the aggregate number of the issued Shares repurchased under the Proposed Repurchase Mandate.
LETTER FROM THE BOARD
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
According to Article 101, at each annual general meeting of the Company all of the Directors, currently being Mr. Zhang Yang, Mr. Chan Wing Yuen, Hubert, Mr. Lam Cheung Shing, Richard, Mr. Hui Ho Ming, Herbert, Mr. Lee Peng Fei, Allen, Mr. Wu Wai Chung, Michael, Mr. Wong Hon Sum and Ms. Ha Ping, shall retire from office but shall be eligible for re-election. Brief biography of each of the Retiring Directors to be re-elected at the Annual General Meeting is set out in Appendix I to this circular.
Save as disclosed in this circular, there is no other matters in relation to the proposed re-election of the Retiring Directors that need to be brought to the attention of the Shareholders.
PROPOSED AMENDMENTS TO THE ARTICLE OF ASSOCIATION
The Stock Exchange has revised the Listing Rules concerning various corporate governance issues. The revised Listing Rules became effective on 31 March 2004. The Board considers that changes to the Articles of Association should be made in line with the changes required under the revised Listing Rules. Further, the Board considers that the existing Article 101 requires all Directors to retire from office at each annual general meeting. In order to preserve the continuity of the management of the Company and to cope with the best practice, the Board proposes that Article 101 be amended to effect that two Directors to retire from office at each annual general meeting. A special resolution to approve the amendments to the Articles of Association will be proposed at the Annual General Meeting.
A summary of the proposed amendments to the Articles of Association is set out in the Appendix II to this circular and the full details of which are set out in the AGM Notice.
PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
At the annual general meeting of the Company held on 17 September 2003, ordinary resolutions were passed granting the Existing Issue Mandate and the Existing Repurchase Mandate to the Directors.
In accordance with the provisions of the Listing Rules and the terms of the Existing Issue Mandate and the Existing Repurchase Mandate, the Existing Issue Mandate and the Existing Repurchase Mandate shall lapse if, inter alia, they are revoked or varied by ordinary resolution of the Shareholders in general meeting.
Ordinary resolutions set out as resolutions 4(2)(d) and 4(3)(c) in the AGM Notice will be proposed at the Annual General Meeting to revoke the Existing Issue Mandate and the Existing Repurchase Mandate respectively. Resolutions to consider, and if thought fit, to approve the Proposed Issue Mandate and the Proposed Repurchase Mandate as set out in resolutions 4(2)(a), (b), (c) and (e) and resolutions 4(3)(a), (b) and (d) in the AGM Notice respectively will also be proposed at the Annual General Meeting. With reference to the Proposed Issue Mandate and the Proposed Repurchase Mandates, the Directors wish to state that they have no immediate plans to issue or repurchase any Shares pursuant thereto.
LETTER FROM THE BOARD
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in the Appendix to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the Annual General Meeting.
ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of the Company to be held at Taishan Room, Level 5, Island Shangri-la Hotel, Pacific Place, Supreme Court Road, Hong Kong on Tuesday, 28 September 2004 at 10:00 a.m. is set out on pages 16 to 22 of this circular.
A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy and return it to the office of the branch share registrar of the Company in Hong Kong, Tengis Limited, at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and 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 prevent you from attending and voting at the Annual General Meeting or any adjourned meeting should you so wish.
Pursuant to Articles 73, a poll may be demanded in relation to a resolution put to the vote of any general meeting before or on the declaration of the result of the show of hands:
(a) by the chairman of such meeting; or
(b) by at least three Shareholders present in person or by proxy for the time being entitled to vote at the meeting; or
(c) by any Shareholder or Shareholders present in person or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or
(d) by any Shareholder or Shareholders present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.
DOCUMENT AVAILABLE FOR INSPECTION
Copy of the Articles of Association is available for inspection at the registered office of the Company at 45th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong during normal business hours for a 14-day period immediately preceding the Annual General Meeting.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the proposed Special and Ordinary Resolutions for approval of (a) proposed re-election of the Retiring Directors; (b) proposed amendments to the Articles of Association; (c) granting to the Directors the Proposed Issue Mandate; (d) granting to the Directors the Proposed Repurchase Mandate; and (e) to extend the Proposed Issue Mandate to issue Shares by adding to it the aggregate number of the issued Shares repurchased under the Proposed Repurchase Mandate are in line with the requirements under the revised Listing Rules and in the interests of the Company and, in particular, the Group as a whole. The Directors therefore recommend the Shareholders to vote in favour of the Special and Ordinary Resolutions.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular.
Yours faithfully,
By order of the Board of
Interchina Holdings Company Limited
Lam Cheung Shing, Richard
Director and Company Secretary
- 6 -
APPENDIX I
INFORMATION ON RETIRING DIRECTORS
This appendix sets out the information, as required to be disclosed by the Listing Rules, on the Retiring Directors proposed to be re-elected at the Annual General Meeting.
(1) Mr. Zhang Yang
Mr. Zhang, aged 41, was appointed as a Director of the Company in March 2000 and became the Chairman of the Group in September 2000. He was also appointed as a Director and Chairman of Guo Xin Group Limited since December 2001. Mr. Zhang had studied in Industrial Automation Department of Shanghai Second Staff University. He has over seventeen years experience in industrial investment and management. Mr. Zhang is responsible for the strategic planning and overall management control of the Group. Mr. Zhang is the sole director and sole shareholder of Wealth Land Development Corp., which is a substantial shareholder of the Company as at 31 March 2004.
Mr. Zhang has corporate interests in 1,612,025,000 Shares, representing approximately 35.08% of the issued share capital of the Company as at the Latest Practicable Date, being held by Wealth Land Development Corp. within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, Mr. Zhang has confirmed that he does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. Mr. Zhang has not entered into any service contract with the Company in relation to his appointment as an Executive Director. The emoluments of Mr. Zhang have been determined by the Board with reference to the Company's performance and profitability and the prevailing market conditions.
It is proposed that Mr. Zhang's appointment as an Executive Director will take effect as from the time of the conclusion of the Annual General Meeting for a period up to and including the date of any subsequent annual general meeting of the Company on which he has to retire pursuant to the Articles.
(2) Mr. Chan Wing Yuen, Hubert
Mr. Chan, aged 46, was appointed as a Director of the Company in March 2002. Mr. Chan received a Higher Diploma from the Hong Kong Polytechnic University in 1982. Mr. Chan is an associate of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Company Secretaries. Mr. Chan is also a member of the Hong Kong Securities Institute and the Hong Kong Institute of Directors Ltd. Prior to joining the Group, Mr. Chan spent over ten years with the Stock Exchange of Hong Kong Limited where he held the position of Director of Mainland Affairs Department of the Listing Division. Mr. Chan also spent two and a half years as a Director and Deputy General Manager of Guangdong Investment Limited. Mr. Chan was the Company Secretary and Director of Compliance of Sunevision Holdings Limited. In addition, Mr. Chan is an Independent Non-executive Director of Rising Development Holdings Limited.
Mr. Chan has confirmed that he does not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance and does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. Mr. Chan entered into a service contract with the Company with effect from 8 March 2002 in relation to his appointment as an Executive Director. The emoluments of Mr. Chan have been determined by the Board with reference to the Company's performance and profitability and the prevailing market conditions.
APPENDIX I
INFORMATION ON RETIRING DIRECTORS
It is proposed that Mr. Chan’s appointment as an Executive Director will take effect as from the time of the conclusion of the Annual General Meeting for a period up to and including the date of any subsequent annual general meeting of the Company on which he has to retire pursuant to the Articles.
(3) Mr. Lam Cheung Shing, Richard
Mr. Lam, aged 46, was appointed as a Director and the Deputy Chief Executive Officer of the Company in August 2001. In addition, he was appointed as a Company Secretary of the Company in March 2004. He was also appointed as a Director and Chief Executive Officer of Guo Xin Group Limited (“Guo Xin”) since December 2001 and is an Independent Non-executive Director of Leadership Publishing Group Limited (“Leadership”) since April 2004. Both Guo Xin and Leadership are companies listed on the Hong Kong Stock Exchange. Mr. Lam is a fellow member of both Hong Kong Society of Accountants and Association of Chartered Certified Accountants. Mr. Lam spent over ten years in Price Waterhouse, an international accounting firm, and equip with extensive experience in accountancy, taxation and corporate finance. Prior to joining the Group, Mr. Lam held senior positions in a number of listed companies in Hong Kong, including Sun Hung Kai & Co., Limited; Kingsway SW Asset Management Limited and U-Cyber Technology Holdings Limited.
Mr. Lam has confirmed that he does not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance and does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. Mr. Lam has not entered into any service contract with the Company in relation to his appointment as an Executive Director. The emoluments of Mr. Lam are determined by the Board with reference to the Company’s performance and profitability and the prevailing market conditions.
It is proposed that Mr. Lam’s appointment as an Executive Director will take effect as from the time of the conclusion of the Annual General Meeting for a period up to and including the date of any subsequent annual general meeting of the Company on which he has to retire pursuant to the Articles.
(4) Mr. Hui Ho Ming, Herbert
Mr. Hui, J.P., FHKIoD, L.L.B. (HK), aged 46, joined the Company in March 2002. He is the Deputy & Vice Chairman of the Ocean Grand Holdings Limited and Ocean Grand Chemicals Holdings Limited. He has extensive commercial experience both in corporate finance and securities regulation. Mr. Hui is the Chairman of the Hong Kong Institute of Directors Ltd., Vice Chairman of Hong Kong Council for Academic Accreditation, a member of the Standards-Setting Steering Committee of the HKSA and a Director of both Hong Kong Cyberport Management Company Limited and the Hong Kong Science and Technology Parks Corporation. He is also a member of the Operations Review Committee and the Witness Protection Review Board Panel of the Independent Commission Against Corruption. Mr. Hui is also on the Board of the Community Chest of Hong Kong and serves on the Boards of a number of public and private companies, including companies listed in Hong Kong: Hsin Chong Construction Group Limited, Ocean Grand Holdings Limited and Ocean Grand Chemicals Holdings Limited; and a company listed in Singapore: Roly International Limited. He was appointed a Justice of the Peace in Hong Kong in 2004.
APPENDIX I
INFORMATION ON RETIRING DIRECTORS
Mr. Hui has confirmed that he does not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance and does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. Mr. Hui has entered into a service contract with effect from 1 August 2003 in relation to his appointment as a Non-executive Director. The emoluments of Mr. Hui are determined by the Board with reference to the Company's performance and profitability and the prevailing market conditions.
It is proposed that Mr. Hui's appointment as a Non-executive Director will take effect as from the time of the conclusion of the Annual General Meeting for a period up to and including the date of any subsequent annual general meeting of the Company on which he has to retire pursuant to the Articles.
(5) Mr. Lee Peng Fei, Allen
Mr. Lee, CBE, JP, aged 64, was appointed as an Independent Non-Executive Director of the Company in March 2002. He is a Non-executive Director of Vertex Communications & Technology Group Limited, and an Independent Non-executive Director of Giordano International Limited, ITE (Holdings) Limited, Playmates Holdings Limited, Sam Woo Holdings Limited, Wang On Group Limited, and AMS Public Transport Holdings Limited.
Mr. Lee has confirmed that he does not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance and does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. Mr. Lee has not entered into any service contract with the Company in relation to his appointment as an Independent Non-executive Director. The emoluments of Mr. Lee are determined by the Board with reference to the Company's performance and profitability and the prevailing market conditions.
It is proposed that Mr. Lee's appointment as an Independent Non-executive Director will take effect as from the time of the conclusion of the Annual General Meeting for a period up to and including the date of any subsequent annual general meeting of the Company on which he has to retire pursuant to the Articles.
(6) Mr. Wu Wai Chung, Michael
Mr. Wu, aged 54, was appointed as an Independent Non-executive Director of the Company in March 2002. He was the Deputy Chairman of the Shanghai Stock Exchange and a Commissioner in the Strategy & Development Committee of the China Securities Regulatory Commission in the PRC. Prior to that, he was the deputy chairman, chief operating officer and executive director responsible for the Intermediaries Division of the Securities & Futures Commission. Mr. Wu is an Executive Director of SW Kingsway Capital Holdings Limited and a Non-executive Director of First Mobile Group Holdings Limited and Shenzhen Investment Limited.
APPENDIX I
INFORMATION ON RETIRING DIRECTORS
Mr. Wu has confirmed that he does not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance and does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. Mr. Wu has not entered into any service contract with the Company in relation to his appointment as an Independent Non-executive Director. The emoluments of Mr. Wu are determined by the Board with reference to the Company's performance and profitability and the prevailing market conditions.
It is proposed that Mr. Wu's appointment as an Independent Non-executive Director will take effect as from the time of the conclusion of the Annual General Meeting for a period up to and including the date of any subsequent annual general meeting of the Company on which he has to retire pursuant to the Articles.
(7) Mr. Wong Hon Sum
Mr. Wong, aged 45, was appointed as an Independent Non-executive Director of the Company in May 2000. Mr. Wong is a Certified Public Accountant in Hong Kong. He has over twenty years experience in the field of audit, accountancy, finance, taxation and business advisory. Mr. Wong is a fellow member of the Association of Chartered Certified Accountants and Hong Kong Society of Accountants. He is also a member of the Taxation Institute of Hong Kong and the Hong Kong Securities Institute. Mr. Wong was a Non-executive Director of Euro-Asia Agricultural (Holdings) Limited from July 2001 to October 2002, and was an Independent Non-executive Director of China Fire Safety Enterprise Group Holdings Limited from May 2002 to March 2004.
Mr. Wong has confirmed that he does not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance and does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. Mr. Wong has not entered into any service contract with the Company in relation to his appointment as an Independent Non-executive Director. The emoluments of Mr. Wong are determined by the Board with reference to the Company's performance and profitability and the prevailing market conditions.
It is proposed that Mr. Wong's appointment as an Independent Non-executive Director will take effect as from the time of the conclusion of the Annual General Meeting for a period up to and including the date of any subsequent annual general meeting of the Company on which he has to retire pursuant to the Articles.
(8) Ms. Ha Ping
Ms. Ha, aged 39, was appointed as an Independent Non-executive Director of the Company in May 2000. Ms. Ha received her Honorary Doctorate from Queen's University of Brighton. Ms. Ha is the Founding Director and the Chief Executive Officer of the Global Foundation of Distinguished Chinese Limited, the Chairman of All Leaders magazine, a member of the Chinese Writers' Association and an independent Non-executive Director of Credit Card DNA Security System (Holding) Limited.
- 10 -
APPENDIX I
INFORMATION ON RETIRING DIRECTORS
Ms. Ha has confirmed that he does not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance and does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. Ms. Ha has not entered into any service contract with the Company in relation to her appointment as an Independent Non-executive Director. The emoluments of Ms. Ha are determined by the Board with reference to the Company's performance and profitability and the prevailing market conditions.
It is proposed that Ms. Ha's appointment as an Independent Non-executive Director will take effect as from the time of the conclusion of the Annual General Meeting for a period up to and including the date of any subsequent annual general meeting of the Company on which she has to retire pursuant to the Articles.
- 11 -
APPENDIX II
EXPLANATORY STATEMENTS FOR THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
This appendix summarises the proposed amendments to the Articles of Association to incorporate changes that are required under the revised Listing Rules which became effective on 31 March 2004.
(1) Article 1 – Interpretation
New definition of “associate” will be added to bring the Articles of Association up to date with the Listing Rules.
The existing definition of “clearing house” will be amended to bring the Articles of Association up to date with the Securities and Futures Ordinance.
(2) Article 78 – Voting restrictions under the Listing Rules
Article 78(c) will be added pursuant to the Listing Rules so that where any Shareholder is required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted.
(3) Article 100 – Director’s interests
Article 100 will be amended to provide that the Director(s) shall not vote for transactions in which he/she/they or his/her/their associate(s) has/have a material interest. The new definition of “associate” under the Listing Rules will also be adopted. Article 103 will also be amended to provide that a Director’s vote shall not be counted in the quorum present at a meeting at which any contract or arrangement in which he/she or his/her associate(s) is materially interested is considered and to provide resolutions when questions relating to material interest of a Director or his/her associate(s) arise.
(4) Article 101 – Rotation of Directors
Article 101 will be amended to provide that two Directors to retire from office at each annual general meeting in order to preserve the continuity of the management of the Company and to cope with the best practice.
(5) Article 105 – Appointment of Directors
Article 105 will be amended to specify the lodgment period of the nomination of Directors by a Shareholder, which will commence no earlier than the day after the dispatch of the notice of the meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.
APPENDIX III
EXPLANATORY STATEMENTS ON SHARE REPURCHASE MANDATE
This appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the Proposed Repurchase Mandate.
(1) Share Capital
As at the Latest Practicable Date, the number of shares in issue of the Company is 4,594,923,632 Shares. Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 459,492,363 Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.
(2) Source of Funds
Repurchases must be funded out of fund legally available for the purpose and in accordance with the Articles of Association and the laws of Hong Kong, the jurisdiction in which the company is incorporated or otherwise established.
(3) Reasons for Repurchases
The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. 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 earnings per shares and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the general mandate to repurchase Shares were to be exercised in full at the currently prevailing market value, it would have a material adverse impact on the working capital position and gearing position of the Company, as compared with the positions disclosed in the annual report of the Company for the financial year ended 31 March 2004, being the date to which the latest published accounts of the Company were made up. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
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APPENDIX III
EXPLANATORY STATEMENTS ON SHARE REPURCHASE MANDATE
(4) Share Prices
The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the last twelve months.
| Month | Highest trade price HK$ | Lowest trade price HK$ |
|---|---|---|
| 2003 | ||
| June | 0.74 | 0.69 |
| July | 0.85 | 0.61 |
| August | 0.81 | 0.52 |
| September | 0.62 | 0.54 |
| October | 0.66 | 0.51 |
| November | 0.65 | 0.53 |
| December | 0.56 | 0.51 |
| 2004 | ||
| January | 0.65 | 0.51 |
| February | 0.56 | 0.229 |
| March | 0.265 | 0.172 |
| April | 0.2 | 0.133 |
| May | 0.222 | 0.13 |
| June | 0.209 | 0.159 |
| July (up to and including the Latest Practicable Date) | 0.175 | 0.152 |
(5) General
To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their associates currently intend to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate is approved.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate in accordance with the Listing Rules and the Companies Ordinance.
No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Proposed Repurchase Mandate is approved.
As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 336 of Securities and Futures Ordinance, and so far as is known to the Directors or chief executive of the Company, the following Shareholders, other than a Director or chief executive of the Company, had an interest or short position in the shares and underlying shares
APPENDIX III
EXPLANATORY STATEMENTS ON SHARE REPURCHASE MANDATE
of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or who was directly or indirectly interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group and the amount of each of such person's interest in such securities or in any options in respect of such capital were:
| Name | Number of Shares | Percentage of holding as at the Latest Practicable Date | Percentage of holding if the Proposed Repurchase Mandate is exercised in full |
|---|---|---|---|
| Wealth Land Development Corp. (Note) | 1,612,025,000 | 35.08% | 38.98% |
Note: Wealth Land Development Corp. is a company beneficially and wholly owned by Mr. Zhang Yang, a Director.
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 purposes of the Code. Accordingly, a shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Code.
In the event that the Directors shall exercise the Proposed Repurchase Mandate in full and assuming there is no change in the issued share capital of the Company as at the date of passing of relevant resolution granting the Proposed Repurchase Mandate, the interest of the above Shareholder would be increased to approximately the percentage shown in the last column above. Such increase will be treated as an acquisition for the purpose of Rule 32 of the Code and, as a result, Wealth Land Development Corp. may become obliged to make a mandatory offer in accordance with Rule 26 of the Code. The Directors do not have the intention to repurchase Shares up to an amount which would result in Wealth Land Development Corp. becomes obliged to make a mandatory offer in accordance with Rule 26 of the Code in this respect.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25 per cent. (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.
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NOTICE OF ANNUAL GENERAL MEETING
國中控股有限公司
INTERCHINA HOLDINGS COMPANY LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 202)
NOTICE IS HEREBY GIVEN that an annual general meeting of the Interchina Holdings Company Limited ("Company") will be held at Taishan Room, Level 5, Island Shangri-la Hotel, Pacific Place, Supreme Court Road, Hong Kong on Tuesday, 28 September 2004 at 10:00 a.m. (or an adjournment thereof) for the following purposes:
- To receive and consider the audited financial statements and the reports of the directors and auditors for the years ended 31 March 2004;
- To re-elect directors and to authorize the board of directors to fix their remuneration;
- To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company and to authorize the board of directors to fix their remuneration;
- To consider and, if thought fit, passing with or without modification, the following resolutions:
as a Special Resolution of the Company:
(1) “THAT the existing articles of association of the Company be and are hereby amended as follows:
(a) by deleting the existing definition of "associate" in Article 2 and substituting therefor the following new definition:
“associate” in relation to any Director, shall have the meaning attributed to it in The Rules Governing the Listing of Securities on the Stock Exchange as may be amended from time to time;
(b) by deleting the existing definition of "clearing house" in Article 2 and substituting therefor the following new definition:
“clearing house” shall mean a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong and any amendments thereto or re-enactment thereof for the time being in force or a clearing house or authorized shares depository recognized by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction;
NOTICE OF ANNUAL GENERAL MEETING
(c) by deleting the existing Article 78.(b) in its entirety and replacing it with the following:
"78. (b) A member of the Company, being a clearing house may authorise such person or persons as it thinks fit to act as its representative and/or (proxy) or representatives and/or (proxies) at any meeting of the Company or at any meeting of any class of member of the Company provided that, if more than one person is so authorised, the authorisation must specify the number and class of shares in respect of which each such person is so authorised. A person so authorised will be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual member of the Company."
(d) by adding the following Article 78.(c) immediately after Article 78.(b):
"78. (c) Where any member of the Company is, under any relevant rules or regulations issued by the Stock Exchange, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted."
(e) by deleting the existing Article 100.(h) in its entirety and replacing it with the following:
"100. (h) Save as otherwise provided by the Articles, a Director shall not vote (nor be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement or any other proposal in which he or any of his associate(s) is/are materially interested, and if he shall do so his vote shall not be counted, but this prohibition shall not apply to any of the following matters namely:
(i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of them or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries;
(ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which such Director or his associate(s) has himself / themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;"
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NOTICE OF ANNUAL GENERAL MEETING
(iii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iv) any contract or arrangement in which such Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his /their interest in shares or debentures or other securities of the Company;
(v) any proposal concerning any other company in which such Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder or in which such Director or his associate(s) is/are beneficially interested in shares of that company, other than a company in which such Director together with any of his associates are in aggregate beneficially interested in five (5) per cent or more of the issued shares or of the voting rights of any class of shares of such company (or any third company through which his interest or that of his associates is derived);
(vi) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries, including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any director, or his associate(s), as such any privilege or advantage not generally accorded to the employees to which such scheme or fund relates; or
(vii) any proposal or arrangement concerning the adoption, modification or operation of any employees' share scheme or any share incentive or share option scheme under which such Director of his associate(s) may benefit.
(f) by deleting the existing Article 101. in its entirety and replacing it with the following:
"101. At each annual general meeting two of the Directors of the time being, shall retire from office, but shall be eligible for re-election."
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NOTICE OF ANNUAL GENERAL MEETING
(g) by deleting the existing Article 105. in its entirety and replacing it with the following:
“105. No person other than a retiring Director shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election and notice in writing by that person of his willingness to be elected shall have been lodged at the Company at least seven days before the date of the general meeting and that the period for lodgment of both of such notices shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting.”
as Ordinary Resolutions of the Company:—
(2) “THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (“Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, 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) above shall be in addition to any other authorizations given to the Directors and shall authorize the Directors 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;
(c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:—
(i) a Rights Issue (as hereinafter defined);
(ii) the exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;
(iii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or right to acquire Shares;
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NOTICE OF ANNUAL GENERAL MEETING
(iv) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company;
shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution and the said approval shall be limited accordingly;
(d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(e) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the articles of association of the Company to be held; or
(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting;
“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares 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 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 recognized regulatory body or any stock exchange in any territory outside Hong Kong).
(3) “THAT:
(a) subject to paragraph (b) below, the exercise by the directors of Company (“Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the shares of the Company (“Shares”) on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the Shares may be listed and recognized for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases, and subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the aggregate nominal amount of Shares which may be repurchased 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 as at the date of passing of this Resolutions and the said approval shall be limited accordingly;
(c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(d) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:—
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the articles of association of the Company to be held; or
(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”
(4) “THAT conditional upon the passing of the Resolutions 4(2) and 4(3) as set out in the notice of this meeting, the general mandate granted to the directors of the Company (“Directors”) to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to Resolution 4(2) above be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 4(3) above, provided that such 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 of this Resolution.”
By order of the Board of
Interchina Holdings Company Limited
Lam Cheung Shing, Richard
Director and Company Secretary
Hong Kong, 30 July 2004
NOTICE OF ANNUAL GENERAL MEETING
Notes:--
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A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.
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Where there are joint registered holders of any Share, any one such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
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In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company's share registrars, Tengis Limited, at G/F, BEA Harbour View Centre, 56 Gloucester Road, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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