Guoco Group Limited — AGM Information 2004

Jul 30, 2004

Far East Hotels and Entertainment Limited

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FAR EAST HOTELS AND ENTERTAINMENT LIMITED 遠東酒店實業有限公司

(Incorporated in Hong Kong under the Companies Ordinance)

(Stock Code: 0037)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at the Penthouse, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong on Friday, 27th August 2004 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed:

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 March 2004.

2. To elect directors (see Note 7) and to fix their fees.

3. To appoint auditors and to authorise the directors to fix their remuneration.

4. “ THAT :

5. (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 repurchase shares of HK$1.00 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

6. (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution, and the said approval shall be limited accordingly; and

7. (c) for the purposes 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 to be held; and

   • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

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Far East Hotels and Entertainment Limited

1. “ THAT :

2. (a) subject to paragraph (c) below and pursuant to Section 57B of the Companies Ordinance, 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 and deal with additional shares of HK$1.00 each in the capital of the Company and to make or grant offers, agreements and options (including bonds and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the Articles of Association of the Company from time to time; or (iv) an issue of shares under any option scheme or similar arrangement for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20% 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

5. (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 to be held; and

   • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting;

   • “Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

6. “ THAT subject to the passing of the Resolution Nos. 4 and 5 set out in the Notice convening this meeting, the general mandate granted to the Directors of the Company to allot and deal with additional shares pursuant to Resolution No. 5 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 shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 4 set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the said Resolution.”

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Far East Hotels and Entertainment Limited

SPECIAL RESOLUTIONS

1. “ THAT the Articles of Association of the Company be and are hereby amended in the following manner:

2. (I) Article 1:

By adding the following definitions in Article 1:

• “Listing Rules” shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time.

• “associate” shall have the meaning ascribed to it under the Listing Rules.

“clearing house” shall mean a recognized clearing house as defined under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) as amended from time to time.

• “Member(s)” shall mean the duly registered holder(s) from time to time of the shares in the Company.

• (II) By adding the following Article as Article 5A and Article 5B after the existing Article 5:

• “5A. Where the capital of the Company includes shares which do not carry voting rights, the words “non-voting” must appear in the designation of such shares.

• 5B. Where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”.”

• (III) By adding the following Article as Article 12A after the existing Article 12:

• “12A. Where power is taken to issue share warrants to bearer, that no new share warrant shall be issued to replace one that has been lost, unless the Company is satisfied beyond reasonable doubt that the original has been destroyed.”

• (IV) By adding the following sentence at the end of the existing Article 18:

• “Such payment in advance shall not entitle such Member to participate in respect thereof in a dividend subsequently declared.”

• (V) By adding the following Article as Article 20A after the existing Article 20:

• “20A. Fully-paid shares shall be free from any restriction on the right of transfer (except when permitted by The Stock Exchange of Hong Kong Limited) and shall also be free from all lien.”

• (VI) By adding the following Article as Article 40A after the existing Article 40: “40A Where the Company has the power to purchase for redemption a redeemable share:

  • (1) purchases not made through the market or by tender shall be limited to a maximum price; and

  • (2) if purchases are by tender, tenders shall be available to all shareholders alike.”

• (VII) By adding the following Article as Article 61A after the existing Article 61:

• “61A. Where any Member is, under the Listing Rules, 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.”

• (VIII) By deleting the last two words “so authorised” of the existing Article 65 and by substituting therefor with the words “so duly authorised”;

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Far East Hotels and Entertainment Limited

• (IX) By adding the following Article as Article 65A after the existing Article 65:

• “65A. If a clearing house or a nominee of clearing house is a Member, it may authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorized the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person so authorised under the provision of these Articles shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as the clearing house (or its nominee) could exercise if it were an individual Member.”

• (X) By deleting the existing Article 74(b) in its entirety and by substituting therefor the following:

• “74(b)Notwithstanding such disclosure is made in Article 74(a), a Director shall not vote on any board resolution approving any contract or arrangement or any other proposal in which he or any of his associates has a material interest nor shall he be counted in the quorum present at the meeting, but this prohibition shall not apply to any of the following matters, namely:

  • (1) the giving of any security or indemnity either:

    • (a) to the Director or his associate(s) in respect of money lent 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; or

    • (b) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has/ have himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

  • (2) 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;

  • (3) any proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights;

  • (4) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

    • (a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his associate(s) may benefit; or

    • (b) 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 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 class of persons to which such scheme or fund relates; and

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Far East Hotels and Entertainment Limited

     - (5) any contract or arrangement in which the 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.”

• (XI) By deleting the words “the latest date for lodgement of such notices will be not more than seven days prior to the date of the Meeting appointed for such election” in the existing Article 80 (b) and by substituting therefor the following:

  • “the period for lodgement of such notices will commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than 7 days prior to the date of such meeting.”

• (XII) By deleting the words “returned undelivered” in the first sentence of the existing Article 107(a) and by adding the following sentence at the end of Article 107(a):

  • “However, such power to cease sending a dividend warrant by post may be exercised after the first occasion on which such a warrant is returned undelivered.”

• (XIII) By deleting the existing Article 113 in its entirety and by substituting therefor the following:

  • “113 A copy of either (i) the directors’ report, accompanied by the balance sheet (including every document required by law to be annexed thereto) and profit and loss account or income and expenditure account, or (ii) the summary financial report shall, at least 21 days before the date of the Ordinary General Meeting, be delivered or sent by post to the registered address of every Member.”

• (XIV) By adding in the existing Article 115 after the word “notice” in that Article the words “or document” and by deleting the words “by advertisement ‘published in the newspaper’ as defined in the Rules for the time being governing the Listing of Securities on the Stock Exchange of Hong Kong Limited” in that Article and by substituting therefor the following:

  • “by advertisement in an English language newspaper and a Chinese language newspaper in Hong Kong in accordance with the Listing Rules or by publishing it in accordance with applicable laws, rules and regulations on the Company’s computer network, giving access to such network to the entitled person.”

• (XV) By adding in the existing Article 116 after the word “notice” or “notices” where it appears in that Article the words “or document” or “or documents” accordingly.

• (XVI) By adding in the existing Article 117 after the word “notice” in that Article the words “or document” and by adding the following sentence at the end of that Article:

  • “Any notice or document if published by way of a newspaper advertisement, shall be deemed to have been served or delivered on the date on which it is advertised in one English language newspaper and one Chinese language newspaper in Hong Kong; or if published on the Company’s computer network, shall be deemed to have been served or delivered on the day on which the notice or document is published on the Company’s computer network to which the entitled person may have access.”

• “ THAT the words “the Colony of ” wherever appear before the words “Hong Kong” in the Memorandum and Articles of Association of the Company be deleted.”

By order of the Board Sung-ki TANG Secretary

Hong Kong, 30th July 2004

Notes:

1. The register of members of the Company will be closed from 25 August 2004 to 27 August 2004 (both days inclusive), during which period no transfer of shares will be effected. In order to qualify for attending the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with Standard Registrars Limited, the Registrars of the Company, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:00pm on 24 August 2004.

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Far East Hotels and Entertainment Limited

1. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

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

3. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the registered office of the Company at Suite 3408, 34th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be).

4. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

5. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

6. In accordance with Articles 78 and 79 of the Company’s Articles of Association, Mrs. Chiu Ju Ching-lan, Mr. Dick Tat-sang Chiu, Mr. Daniel Tat-jung Chiu and Mr. Duncan Chiu shall retire from office at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

7. As at the date hereof, the directors of the Company comprises executive directors namely Mr. Deacon Teken Chiu, Mr. Derek Chiu, Mr. Desmond Chiu, Ms. Margaret Chiu; non-executive directors namely Mr. Daniel Tat-jung Chiu, Mrs. Chiu Ju Ching-lan, Mr. Dick Tat-sang Chiu, Mr. David Tat-cheong Chiu, Mr. Dennis Tat-shing Chiu, Mr. Duncan Chiu; independent non-executive directors namely Mr. Ho-fai Ma, Mr. Shing-hing Ip and alternate directors namely Mr. Chi-hing Chan (alternate director to Mr. Deacon Te-ken Chiu) and Sung-ki Tang (alternate director to Mr. Desmond Chiu).

Please also refer to the published version of this announcement in The Standard dated 30 July 2004.

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