Dynamic Holdings Limited — AGM Information 2009

Oct 7, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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DYNAMIC HOLDINGS LIMITED 達 力 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 029)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of DYNAMIC HOLDINGS LIMITED (the ‘‘Company’’) will be held at Unicorn Room, Basement 2, The Charterhouse, 209–219 Wanchai Road, Wanchai, Hong Kong on Friday, 30 October 2009 at 11:30 a.m. for the purpose of transacting the following business:

As ordinary business:

1. To receive and consider the audited financial statements and the reports of the Directors and Independent Auditors for the year ended 30 June 2009.

2. To declare a final dividend for the year ended 30 June 2009.

3. To re-elect Directors and fix their remuneration.

4. To re-appoint Auditors and authorise the Directors to fix their remuneration.

And as special business, to consider and, if thought fit, to pass with or without modification the following resolutions of which resolutions numbers 5 to 7 will be proposed as ordinary resolutions and resolution number 8 will be proposed as a special resolution:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

2. a. subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own securities, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) as amended from time to time, be and is hereby generally and unconditionally approved;

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• b. the aggregate nominal amount of shares which the Company is authorised to purchase pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 percent of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution, and the said approval shall be limited accordingly; and

• c. for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the 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 any applicable law or the Company’s Bye-Laws to be held; and

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

• ‘‘THAT:

• a. subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or grant shares of the Company or securities convertible into such shares, options, warrants or similar rights to subscribe for any shares of the Company or such convertible securities, and to make or grant offers, agreements or options which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• b. the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements or options which would or might require the exercise of such powers after the end of the Relevant Period;

• c. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval given in paragraph (a) above, otherwise than pursuant to the exercise of any options granted under any share option scheme adopted by the Company or any offer of any class of securities of the Company made pro rata (apart from fractional entitlements) by the Company to holders of such class of securities (excluding any holder who is resident in a place where such offer is not permitted under the law of that place) or any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-Laws of the Company, shall not exceed 20 percent of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution, plus (if the Directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of share capital of the Company repurchased by the Company

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subsequent to the passing of this resolution (up to a maximum equivalent to 10 percent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution) and the said approval shall be limited accordingly; and

• d. for the 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 any applicable law or the Company’s Bye-Laws to be held; and

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

• ‘‘THAT the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares of the Company pursuant to ordinary resolution 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution 5 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 percent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution.’’

SPECIAL RESOLUTION

1. ‘‘THAT the Bye-Laws of the Company be and are hereby amended as follows:

2. (a) Amending Bye-Law 1 as follows:

   • (i) Adding the words ‘‘and where relevant such other minimum notice period as may be specified under the Listing Rules’’ after the words ‘‘at a general meeting of which not less than 21 days’ notice’’ in the definition of Special Resolution; and

   • (ii) Adding the words ‘‘, and where relevant such other minimum notice period as may be specified under the Listing Rules,’’ after the words ‘‘of which not less than 14 days notice’’ in the definition of Ordinary Resolution;

3. (b) Amending Bye-Law 63 as follows:

   • (i) Adding the words ‘‘and where relevant such other minimum notice period as may be specified under the Listing Rules’’ after the words ‘‘at least twenty-one days’ notice in writing’’ in the third line; and

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• (ii) Adding the words ‘‘and where relevant such other minimum notice period as may be specified under the Listing Rules’’ after the words ‘‘at least fourteen days’ notice in writing’’ in the sixth line;

• (c) Amending Bye-Law 70 as follows:

• (i) Adding the words ‘‘required or’’ before the word ‘‘demanded’’ in the marginal notes; and

• (ii) Adding the words ‘‘required or’’ after the words ‘‘Unless a poll be so’’ in the last paragraph;

• (d) Adding the words ‘‘required or’’ before the word ‘‘demanded’’ wherever it appears in ByeLaw 71;

• (e) Adding the words ‘‘required or’’ before the words ‘‘duly demanded’’ in the first line of ByeLaw 72;

• (f) Adding the words ‘‘required or’’ before the word ‘‘demanded’’ in the third line of Bye-Law 73;

• (g) Amending Bye-Law 74 as follows:

• (i) Adding the words ‘‘requirement or’’ before the word ‘‘demand’’ in the marginal notes;

• (ii) Adding the words ‘‘requirement or’’ before the word ‘‘demand’’ in the first line; and

• (iii) Adding the words ‘‘required or’’ before the word ‘‘demanded’’ in the third line;

• (h) Amending paragraph (B) of Bye-Law 87 as follows:

• (i) Deleting the words ‘‘it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised’’ in the second to the fifth lines and substituting therefor the words ‘‘it may authorise such person(s) as it thinks fit to act as its representative(s) or proxy(ies) at any meeting of the Company or at any meeting of any class of members provided that the authorisation or proxy form shall specify the number and class of shares in respect of which each such representative or proxy is so authorised’’; and

• (ii) Adding the words ‘‘or proxy form’’ after the words ‘‘in the relevant authorisation’’ in the second last line;

• (i) Adding the words ‘‘and in accordance with’’ after the words ‘‘to the extent permitted by’’ in the first line of paragraph (c) of Bye-Law 167;

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• (j) Amending Bye-Law 169 as follows:

• (i) Deleting the words ‘‘by post’’ in the marginal notes;

• (ii) Adding the words ‘‘or document’’ after the words ‘‘A notice’’ in the fourth line of paragraph (B); and

• (iii) Adding the words ‘‘or the date on which the notice or document first appears on the website, whichever is later’’ after the words ‘‘on the member’’ in the seventh line of paragraph (B).’’

By Order of the Board Dynamic Holdings Limited WONG Oi Yee, Polly Company Secretary

Hong Kong, 8 October 2009

Notes:

1. A member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, vote instead of him. A proxy need not be a member of the Company.

2. 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 deposited at the principal place of business of the Company at 17th Floor, Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong not later than 48 hours before the time for holding the above meeting or any adjourned meeting (as the case may be).

3. The register of members of the Company will be closed from Tuesday, 27 October 2009 to Friday, 30 October 2009, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrars in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Friday, 23 October 2009.

4. With respect to resolution number 5, approval is being sought from shareholders of the Company for a general mandate to repurchase shares to be given to the Directors.

5. With respect to resolution number 6, approval is being sought from shareholders of the Company for a general mandate to issue shares to be given to the Directors.

6. With respect to resolution number 7, approval is being sought from shareholders of the Company for an extension of the general mandate granted to the Directors to allot and issue shares by adding to it the number of shares purchased under the authority granted pursuant to resolution number 5.

7. In accordance with the Rules Governing the Listing of Securities on the Stock Exchange and the Hong Kong Code on Share Repurchases, an explanatory statement containing further details regarding resolution number 5 is set out in Appendix I to the circular to shareholders of the Company dated 8 October 2009.

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1. With respect to resolution number 8, approval is being sought from shareholders of the Company for amendments to the existing Bye-Laws of the Company.

As at the date hereof, the Board of Directors of the Company comprises Mr. CHUA Domingo, Dr. CHAN Wing Kit, Frank, Mr. TAN Harry Chua, Mr. TANENGLIAN Mariano Chua, Mr. TAN Lucio Jr. Khao, Mr. CHEUNG Chi Ming, Mr. PASCUAL Ramon Sy, Mr. CHIU Siu Hung, Allan and Mr. WONG Sai Tat as Executive Directors; and Mr. CHONG Kim Chan, Kenneth, Mr. SY Robin and Ms. SALAZAR Lourdes Apostol as Independent Non-Executive Directors.

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