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Henderson Investment Limited Proxy Solicitation & Information Statement 2012
48942_rns_2012-07-19_de0835ef-7caf-4158-b8a8-1361bd0f5979.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Hong Kong Food Investment Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
HONG KONG FOOD INVESTMENT HOLDINGS LIMITED
香港食品投資控股有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 60)
PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, PROPOSED TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF NEW SHARE OPTION SCHEME, AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Hong Kong Food Investment Holdings Limited (the "Company") to be held at Garden Room, 2nd Floor, Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Tuesday, 28 August 2012 at 2:00 p.m. (the "AGM") is set out on pages 22 to 26 of this circular.
Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
20 July 2012
CONTENTS
Page
RESPONSIBILITY STATEMENT ii
DEFINITIONS 1
LETTER FROM THE BOARD
Introduction 4
Re-election of Directors 4
General Mandates to Issue Shares and to Repurchase Shares 5
Proposed Termination of the Existing Share Option Scheme and Adoption of the New Share Option Scheme 6
AGM 8
Voting by Way of Poll 8
Recommendation 8
General Information 8
APPENDIX I – DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION 9
APPENDIX II – EXPLANATORY STATEMENT 11
APPENDIX III – SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME 14
NOTICE OF ANNUAL GENERAL MEETING 22
RESPONSIBILITY STATEMENT
This document, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 document 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 document misleading.
ii
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
"AGM"
the annual general meeting of the Company to be held at Garden Room, 2nd Floor, Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Tuesday, 28 August 2012 at 2:00 p.m., notice of which is set out on pages 22 to 26 of this circular;
"Articles of Association"
the articles of association of the Company as amended from time to time;
"Board"
the board of Directors;
"Company"
Hong Kong Food Investment Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange;
"Companies Ordinance"
the Companies Ordinance, Chapter 32 of the Laws of Hong Kong;
"controlling shareholder"
as defined in the Listing Rules;
"Director(s)"
the director(s) of the Company;
"Eligible Employee(s)"
employee(s) (whether full time or part time employee(s), including any executive director but not any non-executive director) of the Company, its Subsidiaries or any Invested Entity;
"Existing Share Option Scheme"
the existing share option scheme adopted by the Company on 2 September 2002;
"Grantee(s)"
Participant(s) who accepted the Offer in accordance with the terms of the New Share Option Scheme or (where the context so permits) a person entitled to any such Option in consequence of the death of the original Grantee;
"Group"
the Company and its subsidiaries;
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China;
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;
"Invested Entity"
any entity in which the Group holds any equity interest;
DEFINITIONS
"Latest Practicable Date"
16 July 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular;
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time;
"New Share Option Scheme"
the share option scheme proposed to be adopted by the Company at the AGM, a summary of principal terms of which is set out in Appendix III to this circular;
"Offer"
the offer of the grant of an Option made in accordance with the New Share Option Scheme;
"Offer Date"
the date on which the Board makes an Offer to any Participant;
"Option(s)"
option(s) to subscribe for Shares granted pursuant to the New Share Option Scheme;
"Participant(s)"
any person belonging to any of the following classes of persons:
(a) any Eligible Employee;
(b) any non-executive director (including independent non-executive directors) of the Company, any of its Subsidiaries or any Invested Entity;
(c) any supplier of goods or services to any member of the Group or any Invested Entity;
(d) any customer of the Group or any Invested Entity;
(e) any person or entity that provides research, development or other technological support to the Group or any Invested Entity; and
(f) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity;
"SFO"
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 share capital of the Company;
3
DEFINITIONS
"Shareholder(s)"
registered holder(s) of the Shares;
"Stock Exchange"
The Stock Exchange of Hong Kong Limited;
"Subscription Price"
the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option as described in the provisions of the New Share Option Scheme, subject to adjustment in accordance with the New Share Option Scheme;
"Subsidiary" or "Subsidiaries"
a company which is for the time being and from time to time a subsidiary (within the meaning of Section 2 of the Companies Ordinance) of the Company whether incorporated in Hong Kong or elsewhere;
"substantial shareholder"
as defined in the Listing Rules;
"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers;
"Trading Day(s)"
day(s) on which the Stock Exchange is open for the trading of securities; and
"%"
per cent.
LETTER FROM THE BOARD
HONG KONG FOOD INVESTMENT HOLDINGS LIMITED
香港食品投資控股有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 60)
Executive Directors:
Tai Tak Fung, Stephen (Chairman)
Man Wing Cheung, Ellis (Managing Director)
Tai Chun Leung
Yip Wai Keung
Tse Siu Wan
Lai Yuk Chuen
Registered Office:
Four Seas eFood Centre
No. 2 Hong Ting Road
Sai Kung
Hong Kong
Independent Non-Executive Directors:
Chan Kay Cheung
Lan Yee Fong, Steve John
Lui Shing Ming, Brian
20 July 2012
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, PROPOSED TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF NEW SHARE OPTION SCHEME, AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM relating to the re-election of Directors, the granting to the Directors of general mandates to issue Shares and to repurchase Shares and the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme.
RE-ELECTION OF DIRECTORS
The Board currently consists of nine Directors, namely Dr. Tai Tak Fung, Stephen, Mr. Man Wing Cheung, Ellis, Mr. Tai Chun Leung, Mr. Yip Wai Keung, Mr. Tse Siu Wan, Mr. Lai Yuk Chuen, Mr. Chan Kay Cheung, Mr. Lan Yee Fong, Steve John and Mr. Lui Shing Ming, Brian.
LETTER FROM THE BOARD
In accordance with Article 105(A) of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest one-third but not less than one-third, shall retire from office. In addition, there shall also be required to retire by rotation any Director who as at an annual general meeting of the Company shall have been a Director at each of the preceding two annual general meetings of the Company and who was not elected or re-elected at either such annual general meeting and who has not otherwise ceased to be a Director (either by resignation, retirement, removal or otherwise) and been re-elected by general meeting of the Company at or since either such annual general meeting. The retiring Director(s) shall be eligible for re-election.
Accordingly, Mr. Tai Chun Leung, Mr. Chan Kay Cheung and Mr. Lan Yee Fong, Steve John shall retire at the AGM. Mr. Tai Chun Leung did not offer himself for re-election at the AGM due to his other business commitments. All the other retiring Directors and being eligible, offer themselves for re-election.
Mr. Tai Chun Leung has confirmed that he has no disagreement with the Board and there are no matters in relation to his retirement that need to be brought to the attention of the shareholders of the Company.
Mr. Chan Kay Cheung and Mr. Lan Yee Fong, Steve John have served as independent non-executive Directors of the Company for more than nine years. The Nomination Committee of the Company has reviewed and assessed their annual confirmation of independence based on the independence factors set out in Rule 3.13 of the Listing Rules. They are not involved in the daily management of the Company nor in any relationships or circumstances which would interfere with the exercise of their independent judgement. In addition, they continue to demonstrate the attributes of an independent non-executive director and there is no evidence that their tenure has had any impact on their independence. The Board is of the opinion that Mr. Chan Kay Cheung and Mr. Lan Yee Fong, Steve John remain independent notwithstanding the length of their service and it believes that their valuable knowledge and experience in the Group's business and their general business acumen continue to generate significant contribution to the Company and the Shareholders as a whole.
Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.
GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES
At the last annual general meeting of the Company held on 18 August 2011, ordinary resolutions were passed to grant general mandates to the Directors to issue and repurchase Shares. These general mandates will lapse at the conclusion of the AGM.
The Directors believe that renewal of such mandates is in the interest of the Company and Shareholders. Accordingly, ordinary resolutions will be proposed at the AGM to grant to the Directors general mandates to (i) allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the relevant resolution plus the aggregate nominal amount of Shares repurchased by the Company under the Repurchase Mandate as mentioned in (ii) (the "Issue Mandate"); and (ii) repurchase Shares, the aggregate nominal amount of
LETTER FROM THE BOARD
which does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing such resolution (the "Repurchase Mandate"). With reference to these resolutions, the Board wishes to state that as at the date hereof, they have no immediate plan to issue any new Shares or to repurchase any Shares pursuant to the relevant mandates.
As at the Latest Practicable Date, the issued share capital of the Company was HK$25,958,600 divided into 259,586,000 Shares. Subject to the passing of the proposed ordinary resolutions for the grant of the Issue Mandate at the AGM and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 51,917,200 Shares until whichever is the earliest 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 the Articles of Association or any applicable laws to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandates.
An explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to provide Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution approving the Repurchase Mandate is set out in the Appendix II to this circular.
The full text of the ordinary resolutions to be proposed at the AGM in relation to the Issue Mandate and Repurchase Mandate is set out in resolutions 7 to 9 in the notice of the AGM, set out on pages 22 to 26 of this circular.
PROPOSED TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME
The Existing Share Option Scheme allowing the Company to grant share options to Participants for the purpose of, among others, providing incentives or rewards to the Participants for their contribution of the Group, is valid and effective for a period of 10 years commencing on 17 September 2002. Accordingly, the Existing Share Option Scheme shall expire on 16 September 2012. The Directors therefore consider to terminate the Existing Share Option Scheme and to adopt the New Share Option Scheme so that the Company can continue to provide incentives and/or rewards to the Participants, by way of granting options.
Pursuant to the Existing Share Option Scheme, the Company may by ordinary resolution in general meeting at any time terminate the operation of the Existing Share Option Scheme (such that no further options will be offered but the provisions of the Existing Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any options, to the extent not already exercised, granted prior to the termination of the Existing Share Option Scheme). As at the Latest Practicable Date, there was no outstanding option under the Existing Share Option Scheme.
An ordinary resolution will be proposed at the Annual General Meeting to approve the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme.
LETTER FROM THE BOARD
Same as those of the Existing Share Option Scheme, the terms of the New Share Option Scheme provide that in granting Options under the New Share Option Scheme, the Board may offer to grant any Options subject to such terms and conditions in relation to the minimum period of the Options to be held and/or the performance criteria to be satisfied before such Options can be exercised and/or any other terms as the Board may determine in its absolute discretion. The Board will also have discretion in determining the Subscription Price in respect of any Option. The Directors are of the view that the flexibility given to the Directors to impose the minimum period for which the Options have to be held and performance targets and other conditions that have to be achieved before the Options can be exercised, will place the Group in a better position to attract human resources that are valuable to the growth and development of the Group as a whole. In addition, there are not any trustees of the New Share Option Scheme.
A summary of the terms of the New Share Option Scheme, which is proposed to be approved and adopted by the Company at the Annual General Meeting, is set out in Appendix III to this circular. A copy of the rules of the New Share Option Scheme is available for inspection at the Company's registered office at Four Seas eFood Centre, No. 2 Hong Ting Road, Sai Kung, Hong Kong during normal business hours from the date hereof up to and including the date of AGM.
The Directors consider that it is not appropriate to state the value of all the Options that can be granted under the New Share Option Scheme as if they had been granted at the Latest Practicable Date as a number of variables which are crucial for the calculation of the value of the Options have not been determined. Such variables include the exercise price, exercise period, any lock up period and other conditions, if any, that an Option is subject to. Accordingly, the Directors believe that any calculation of value of the Options as at the Latest Practicable Date based on a large number of speculative assumptions would not be meaningful and may be misleading to the Shareholders.
The New Share Option Scheme constitutes a share option scheme governed by Chapter 17 of the Listing Rules. The New Share Option Scheme is conditional upon:
(i) the passing of an ordinary resolution at the Annual General Meeting approving the termination of the Existing Share Option Scheme and adoption of the New Share Option Scheme and the allotment and issuance of Shares upon exercise of the Option(s); and
(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in any new Shares which may fall to be allotted and issued upon exercise of the subscription rights attaching to the Options that may be granted under the New Share Option Scheme, being 10% of the issued share capital of the Company as at the date of passing of the relevant ordinary resolution.
Subject to the passing of the ordinary resolution set out in item 10 of the notice of the AGM in respect of the adoption of the New Share Option Scheme and assuming that the issued share capital of the Company remains at 259,586,000 Shares as at the date of AGM, the Company can grant Options to subscribe for up to 25,958,600 Shares, representing 10% of the issued share capital of the Company as at the date of AGM, to eligible Grantees. To the extent that the Directors are aware having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the said resolution.
LETTER FROM THE BOARD
An application will be made to the Stock Exchange for approval of the listing of and permission to deal in, the Shares which may be issued and allotted pursuant to the New Share Option Scheme.
AGM
The notice convening the AGM, which contains, inter alia, resolutions to approve the re-election of Directors and the general mandates to issue and repurchase Shares, the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme, is set out on pages 22 to 26 of this circular.
A form of proxy for use at the AGM is enclosed with this circular and is also published on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.hongkongfoodinvestment.com.hk). Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The Chairman will therefore demand a poll for every resolution put to the vote of the AGM pursuant to Article 75 of the Articles of Association.
The results of the poll will be published on the websites of the Company and the Stock Exchange following the AGM pursuant to Rule 13.39(5) of the Listing Rules.
RECOMMENDATION
The Directors consider that the re-election of Directors, the grant of general mandates to issue and repurchase Shares and the termination of the Existing Share Option Scheme and adoption of the New Share Option Scheme are each in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of the resolutions to be proposed at the AGM.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.
Yours faithfully,
On behalf of the Board
Hong Kong Food Investment Holdings Limited
Man Wing Cheung, Ellis
Managing Director
APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the retiring Directors proposed to be re-elected at the AGM:
- Mr. Chan Kay Cheung, aged 65, has been an independent non-executive Director since October 1995. He is also a member of the audit, nomination and remuneration committees of the Company. He is currently a senior adviser of The Bank of East Asia, Limited, the vice chairman of The Bank of East Asia (China) Limited and the chairman of Shaanxi Fuping BEA Rural Bank Corporation. He possesses extensive knowledge and experience in the banking industry. Mr. Chan is a fellow member of The Hong Kong Institute of Bankers, a member of the Process Review Committee for the oversight of the Hong Kong Monetary Authority, a member of the Clearing and Settlement Systems Appeals Tribunal, a member of The China Unionpay International Advisory Group, a member of the Committee of Overseers of Lee Woo Sing College, The Chinese University of Hong Kong and an international senior economic consultant of The People's Government of Shaanxi Province. Mr. Chan is also an independent non-executive director of China Electronics Corporation Holdings Company Limited, Chu Kong Shipping Enterprises (Group) Company Limited and SOCAM Development Limited, companies whose shares are listed on the Main Board of the Stock Exchange. Save as disclosed above, Mr. Chan has not held any directorship in the last three years which are listed on any securities market in Hong Kong and overseas.
Save as disclosed herein, Mr. Chan does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Chan had personal interests in 800,000 Shares. Save as disclosed herein, as at the Latest Practicable Date, he did not have any interest in Shares within the meaning of Part XV of the SFO.
Mr. Chan has entered into an appointment letter with the Company without a specific term but is subject to retirement by rotation and re-election at the Company's annual general meetings pursuant to Article 105(A) of the Articles of Association.
According to the appointment letter, Mr. Chan is entitled to receive a director's fee of HK$60,000 per annum as an independent non-executive Director, a member of the audit, nomination and remuneration committees of the Company. Such remuneration is determined based on the current market rate of similar positions. He is not entitled to any discretionary management bonus.
Save as disclosed above, there is no other information relating to Mr. Chan which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.
APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
- Mr. Lan Yee Fong, Steve John, aged 71, has been an independent non-executive Director since January 1998. He is also a member of the audit, nomination and remuneration committees of the Company. He was the chairman of Evergreen Consultants Limited, president of Inswire Insurance Limited and chairman of Zurich Financial Services Group, Hong Kong. Mr. Lan is the chairman of The Hong Kong Tuberculosis, Chest and Heart Diseases Association. He is also working on the Hospital Governing Committees of Ruttonjee Hospital, Tang Shiu Kin Hospital and Grantham Hospital in Hong Kong. Mr. Lan is the chairman of the management committee of Freni Care and Attention Home. He is a graduate of The University of Hong Kong and a fellow of The Chartered Insurance Institute. Mr. Lan has extensive experience in the insurance industry with intensive involvement in corporate development. Save as disclosed above, Mr. Lan has not held any directorship in the last three years which are listed on any securities market in Hong Kong and overseas.
Save as disclosed herein, Mr. Lan does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Lan had a personal interests in 800,000 Shares. Save as disclosed herein, as at the Latest Practicable Date, he did not have any interest in Shares within the meaning of Part XV of the SFO.
Mr. Lan has entered into an appointment letter with the Company without a specific term but is subject to retirement by rotation and re-election at the Company's annual general meetings pursuant to Article 105(A) of the Articles of Association.
According to the appointment letter, Mr. Lan is entitled to receive a director's fee of HK$60,000 per annum as an independent non-executive Director, a member of the audit, nomination and remuneration committees of the Company. Such remuneration is determined based on the current market rate of similar positions. He is not entitled to any discretionary management bonus.
Save as disclosed above, there is no other information relating to Mr. Lan which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders of the Company in connection with his re-election.
10
APPENDIX II
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement to the Shareholders as required under the Listing Rules in connection with the Repurchase Mandate to be proposed at the AGM and also constitutes the memorandum as required under section 49BA(3)(b) of the Companies Ordinance:
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company was HK$25,958,600 divided into 259,586,000 Shares. Subject to the passing of resolution 8 set out in the notice of the AGM and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 25,958,600 Shares until whichever is the earliest 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 the Articles of Association or any applicable laws to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.
- REASONS FOR REPURCHASES
The Board believes that the proposed grant of the Repurchase Mandate to the Directors is in the interests of the Company and the Shareholders. Such purchases 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 Share and will only be made when the Directors believe that such purchases will benefit the Company and the Shareholders.
- FUNDING OF REPURCHASES
The Directors propose that repurchases of Shares under the Repurchase Mandate would be financed from the distributable profits of the Company. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Company's Memorandum and Articles of Association and the laws of Hong Kong.
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 and the Shareholders and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company. On the basis of the consolidated financial position of the Company as at 31 March 2012, being the date to which the latest published audited accounts of the Company were made up, the Directors consider that if the Repurchase Mandate were to be exercised in full at the currently prevailing market value, it might have an adverse impact on the working capital position and gearing level of the Company. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company as compared with the position disclosed in the latest published audited financial statements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT
4. DISCLOSURE OF INTERESTS
None of the Directors nor (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates (as defined in the Listing Rules) of the Directors have a present intention, in the event that the proposed Repurchase Mandate is approved by Shareholders, to sell Shares to the Company.
No connected persons (as defined in the Listing Rules) of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Company is authorised to make repurchases of its Shares.
5. DIRECTORS' UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the laws of Hong Kong.
6. SHARE PRICES
The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
The highest and lowest prices at which Shares were traded on the Stock Exchange in each of the twelve months prior to the Latest Practicable Date were as follows:
| | Shares Prices
(per Share) | |
| --- | --- | --- |
| | Highest
(HK$) | Lowest
(HK$) |
| 2011 | | |
| July | 1.20 | 1.01 |
| August | 1.16 | 0.85 |
| September | 1.00 | 0.84 |
| October | 0.90 | 0.80 |
| November | 0.90 | 0.72 |
| December | 0.93 | 0.77 |
| 2012 | | |
| January | 0.86 | 0.76 |
| February | 1.00 | 0.80 |
| March | 0.88 | 0.84 |
| April | 0.93 | 0.81 |
| May | 1.00 | 0.76 |
| June | 1.14 | 0.88 |
| July (up to the Latest Practicable Date) | 0.94 | 0.85 |
APPENDIX II
EXPLANATORY STATEMENT
7. EFFECT OF THE TAKEOVERS CODE
If as a result of a repurchase of Shares, a Shareholder’s shareholding percentage in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code and Rule 6 of the Code on Share Repurchases. 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 may become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Special Access Limited (“SAL”) and Careful Guide Limited (“CGL”) were beneficially interested in 52,907,250 Shares and 30,914,000 Shares, representing approximately 20.38% and 11.91% of the total issued share capital of the Company respectively. SAL is wholly-owned by Dr. Tai Tak Fung, Stephen, Chairman of the Company and his spouse, Dr. Wu Mei Yung, Quinly and CGL is owned by a discretionary trust, the eligible beneficiaries of which include members of the family of Dr. Tai Tak Fung, Stephen and his spouse, Dr. Wu Mei Yung, Quinly. In addition, Dr. Tai Tak Fung, Stephen is beneficially interested in 6,730,000 Shares representing approximately 2.59% of the total issued share capital of the Company. Besides, Four Seas Mercantile Holdings Limited (“FSMHL”), which is beneficially owned as to approximately 20.92% and approximately 21.12% by SAL and CGL respectively, is beneficially interested in 187,927 Shares representing approximately 0.07% of the total issued share capital of the Company.
Accordingly, Dr. Tai Tak Fung, Stephen, Dr. Wu Mei Yung, Quinly, SAL, CGL and FSMHL (the “Group of Shareholders”) are collectively interested in 90,739,177 Shares representing approximately 34.96% of the total issued share capital of the Company as at the Latest Practicable Date. Assuming the shareholding interests of the Group of Shareholders remain unchanged, upon the exercise of the Repurchase Mandate in full by the Directors, the Group of Shareholders will be beneficially interested in approximately 38.84% of the total issued share capital of the Company. Such increase may give rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate in full or to the extent that the Group of Shareholders shall be obliged to make a mandatory general offer.
Any repurchase of Shares which results in the amount of Shares held by the public being reduced to less than 25% could only be implemented with the agreement of the Stock Exchange to waive the dealing restriction regarding the public shareholding referred to above. Except in extraordinary circumstances, a waiver of this provision would not normally be given by the Stock Exchange. The Directors have no present intention to exercise the Repurchase Mandate to the extent that the number of Shares held by the public shall fall below 25% of the issued share capital of the Company.
APPENDIX III
SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
The following is a summary of principal terms of the New Share Option Scheme to be approved at the Annual General Meeting. It does not form part of, nor is it intended to be part of, the rules of the New Share Option Scheme and it should not be taken as affecting the interpretation of the rules of the New Share Option Scheme required to be included in the New Share Option Scheme as required by the Listing Rules.
- PURPOSE OF THE NEW SHARE OPTION SCHEME
The purpose of the New Share Option Scheme is to provide incentives or rewards to the Participants thereunder for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and any Invested Entity.
- PARTICIPANTS
The Directors may, at their absolute discretion, invite any person belonging to any of the following classes of Participants, to take up Options to subscribe for Shares:
(a) any Eligible Employee;
(b) any non-executive director (including independent non-executive directors) of the Company, any of its Subsidiaries or any Invested Entity;
(c) any supplier of goods or services to any member of the Group or any Invested Entity;
(d) any customer of the Group or any Invested Entity;
(e) any person or entity that provides research, development or other technological support to the Group or any Invested Entity; and
(f) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity.
The basis of eligibility of any of the above classes of Participants to the grant of any Options shall be determined by the Directors from time to time on the basis of their contribution to the development and growth of the Group and the Invested Entity.
- MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION
(3.1) The maximum number of Shares to be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed $30\%$ of the issued share capital of the Company from time to time.
APPENDIX III
SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
(3.2) The total number of Shares which may be issued upon exercise of all Options (excluding, for this purpose, Options which have lapsed in accordance with the terms of the New Share Option Scheme and any other share option schemes of the Company) to be granted under the New Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 10% of the Shares in issue as at the date of passing of the ordinary resolution (the "General Scheme Limit").
(3.3) Subject to sub-paragraph (3.1) above and without prejudice to sub-paragraph (3.4) below, the Company may seek approval of the Shareholders in general meeting to refresh the General Scheme Limit provided that the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes of the Company under the limit as "refreshed" must not exceed 10% of the Shares in issue as at the date of approval of such limit and for the purpose of calculating the limit as "refreshed", Options (including those outstanding, cancelled, lapsed or exercised in accordance with the terms of New Share Option Scheme and any other share option schemes of the Company) previously granted under the New Share Option Scheme and any other share option schemes of the Company will not be counted.
(3.4) Subject to sub-paragraph (3.1) above and without prejudice to sub-paragraph (3.3) above, the Company may seek separate Shareholders' approval in general meeting to grant Options beyond the General Scheme Limit or, if applicable, the limit referred to in (3.3) above to Participants specifically identified by the Company before such approval is sought.
4. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT
The total number of Shares issued and which may fall to be issued upon exercise of the Options granted under the New Share Option Scheme and any other share option schemes of the Company (including both exercised and outstanding Options) to each Participant in any 12-month period must not exceed 1% of the issued share capital of the Company for the time being (the "Individual Limit"). Any further grant of Options to a Participant in excess of the Individual Limit (including exercised, cancelled and outstanding Options) in any 12-month period up to and including the date of such further grant must be subject to the Shareholders' approval in general meeting of the Company with such Participant and his or her associates abstaining from voting. The number and terms (including the Subscription Price) of the Options to be granted to such Participant must be fixed before Shareholders' approval and the date of the meeting of the Board for proposing such further grant of Options should be taken as the date of Offer for the purpose of calculating the Subscription Price.
5. GRANT OF OPTIONS TO CONNECTED PERSONS
(5.1) Any grant of Options under the New Share Option Scheme to a Director, chief executive (other than a proposed Director or a proposed chief executive of the Company) or substantial Shareholder of the Company or any of their respective associates must be approved by independent non-executive Directors (excluding any independent non-executive Director who is the Grantee of the Options).
APPENDIX III
SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
(5.2) Where any grant of Options to a substantial Shareholder or an independent non-executive Director of the Company, or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:
(a) representing in aggregate over 0.1% of the relevant class of Shares in issue; and
(b) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5,000,000, such further grant of Options must be approved by the Shareholders. All Connected Persons of the Company must abstain from voting at such general meeting, except that any Connected Person may vote against the relevant resolution at the general meeting provided that his or her intention to do so has been stated in the relevant circular.
For the purpose of seeking Shareholders' approval in general meeting under subparagraphs (3.3) and (3.4), paragraph 4 and sub-paragraph (5.2) above, the Company must send a circular to the Shareholders containing the information required under the Listing Rules.
6. TIME OF ACCEPTANCE AND EXERCISE OF AN OPTION
An Offer may be accepted by a Participant within 28 days from the Offer Date. A consideration of HK$1.00 is payable on acceptance of the Offer. An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period to be determined and notified by the Directors to each Grantee, which period may commence on the day on which the Offer is made but shall end in any event not later than 10 years from the Offer Date subject to the provisions for early termination thereof (the "Option Period").
Unless the Directors otherwise determined and stated in the Offer to a Participant, there is no minimum period for which an Option granted under the New Share Option Scheme must be held before it can be exercised.
7. PERFORMANCE TARGETS
Unless the Directors otherwise determined and stated in the Offer to a Participant, a Participant is not required to achieve any performance targets before any Options granted under the New Share Option Scheme can be exercised.
8. SUBSCRIPTION PRICE FOR SHARES
The Subscription Price in respect of any particular Option shall be such price as determined by the Board in its absolute discretion at the time of the making of the Offer (which shall be stated in the letter containing the Offer) but in any case the Subscription Price shall not be less than the highest of (i) the closing price of the Shares as stated in the Stock Exchange's daily quotations sheet on the Offer Date, which must be a Trading Day; (ii) the average closing price of the Shares as stated in the Stock
APPENDIX III
SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
Exchange’s daily quotations sheets for the 5 Trading Days immediately preceding the Offer Date; and (iii) the nominal value of a Share. Without prejudice to the generality of the foregoing, the Board may grant Options in respect of which the Subscription Price is fixed at different prices for different periods during the Option Period provided that the Subscription Price for each of the different periods shall not be less than the Subscription Price determined in the manner set out herein.
9. RESTRICTION ON THE TIME OF GRANT OF OPTIONS
A grant of Options may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until an announcement of such price sensitive information has been published in accordance with Rule 2.07C of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of:
(i) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and
(ii) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),
and ending on the date of the results announcement, no Option should be granted.
10. LIFE OF THE NEW SHARE OPTION SCHEME
Subject to paragraph 17, the New Share Option Scheme will remain in force for a period of 10 years commencing on the date on which the New Share Option Scheme is conditionally adopted by the Company at a general meeting of the Shareholders.
11. RANKING OF SHARES
The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Memorandum and Articles of Association of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue as from the day when the name of the Grantee is registered on the register of members of the Company and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date when the name of the Grantee is registered on the register of members of the Company other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date when the name of the Grantee is registered on the register of members of the Company, provided always that when the date of exercise of the Option falls on a day upon which the register of members of the Company is closed then the exercise of the Option shall become effective on the first Business Day on which the register of members of the Company is re-opened. A Share allotted upon the exercise of an Option shall not carry voting rights until the completion of the registration of the Grantee as the holder thereof.
APPENDIX III
SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
12. TRANSFERABILITY OF OPTIONS
An Option is personal to the Grantee and shall not be assignable and transferable. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or part thereof granted to such Grantee.
13. RIGHTS ATTACHING TO OPTIONS
(13.1) Rights on ceasing employment
If the Grantee of an Option is an Eligible Employee and ceases to be an Eligible Employee for any reason other than death or termination of employment on one or more grounds referred to in sub-paragraph (13.3) below before exercising his or her Option in full, the Option (to the extent not already exercised) will lapse on the date of cessation and will not be exercisable unless the Directors otherwise determine in which event the Grantee may exercise the Option (to the extent not already exercised) in whole or in part within such period as the Directors may determine following the date of such cessation, which will be taken to be the last day on which the Grantee was at work with the Group or the Invested Entity whether salary is paid in lieu of notice or not.
(13.2) Rights on death
If the Grantee of an Option ceases to be a Participant by reason of death before exercising the Option in full (provided that none of the events which would be a ground for termination of his or her employment under sub-paragraph (13.3) below arises prior to his or her death), the legal personal representative(s) of this Grantee shall be entitled within a period of 12 months from the date of death (or such longer period as the Board may determine) to exercise the Option (to the extent which has become exercisable and not already exercised).
(13.3) Rights on dismissal
If the Grantee of an Option is an Eligible Employee and ceases to be an Eligible Employee by reason that he or she has been guilty of serious misconduct, or has committed an act of bankruptcy or has become insolvent or has made any arrangements or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or (if so determined by the Board) on any other ground on which an employer would be entitled to terminate his or her employment at common law or pursuant to any applicable laws or under the Eligible Employee's service contract with the Company or the relevant Subsidiary or the relevant Invested Entity, his or her Option will lapse automatically on the date the Grantee ceases to be an Eligible Employee.
(13.4) Rights on breach of contract
If the Directors at their absolute discretion determine that the Grantee (other than an Eligible Employee) or his or her associate has committed any breach of any contract entered into between the Grantee or his or her associate on the one part and the Group or any Invested Entity on the other part or that the Grantee has committed any act of bankruptcy or has become insolvent or
APPENDIX III
SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his or her creditors generally, the Directors shall determine that the outstanding Options granted to the Grantee shall lapse. In such event, his or her Options will lapse automatically and will not in any event be exercisable on or after the date on which the Directors have so determined.
(13.5) Rights on a general offer
If a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner is made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the Grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the Options granted to them, Shareholders of the Company. If such offer becomes or is declared unconditional, a Grantee shall be entitled to exercise his or her Option (to the extent not already exercised) to its full extent or to the extent specified in the Grantee's notice to the Company in exercise of his or her Option at any time before the close of such offer (or any revised offer). Subject to the above, an Option will lapse automatically (to the extent not exercised) on the date on which such offer (or, as the case may be, revised offer) closes.
(13.6) Rights on winding up
In the event of an effective resolution being proposed for the voluntary winding-up of the Company during the Option Period, the Grantee (or where permitted under sub-paragraph (13.2), his or her legal personal representative(s)) may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time no later than two Business Days prior to the date on which such resolution is to be passed, exercise his or her Option (to the extent which has become exercisable and not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the New Share Option Scheme and shall accordingly be entitled, in respect of the Shares falling to be allotted and issued upon the exercise of his or her Option, to participate in the distribution of the assets of the Company available in liquidation pari passu with the Shares in issue on the date prior to the date of the passing of the resolution to wind-up the Company. Subject to the above, an Option will lapse automatically (to the extent not exercised) on the date of the commencement of the winding-up of the Company.
(13.7) Rights on compromise or arrangement between the Company and its creditors
In the event of a compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and its Shareholders (or any class of them), in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same day as it gives notice of the meeting to its Shareholders or creditors to consider such a scheme or arrangement, and thereupon any Grantee (or his or her legal representative(s)) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the date falling 2 calendar months thereafter and the date on
APPENDIX III
SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
which such compromise or arrangement is sanctioned by the Court be entitled to exercise his or her Option (to the extent which has become exercisable and not already exercised), but the exercise of the Option shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective. The Company may thereafter require such Grantee to transfer or otherwise deal with the Shares issued as a result of such exercise of his or her Option so as to place the Grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement. Subject to the above, an Option will lapse automatically (to the extent not exercised) on the date the proposed compromise or arrangement becomes effective.
14. LAPSE OF OPTION
An Option shall lapse automatically (to the extent not already exercised) on the earliest of:
(a) the expiry of the periods or dates referred to in paragraphs 6 and 13; and
(b) the date on which a breach of the provision of restriction on transfer and assignment of an Option referred to in paragraph 12 is committed.
15. REORGANISATION OF CAPITAL STRUCTURE
In the event of a capitalisation issue of profits or reserves, rights issue, consolidation, subdivision or reduction of capital of the Company (other than an issue of Shares as consideration in respect of a transaction to which the Company is a party), such corresponding adjustments (if any) shall be made in:
(a) the number of Shares subject to the Options so far as unexercised; and/or
(b) the Subscription Price; and/or
(c) the method of exercise of the Option; and/or
(d) the maximum number of Shares referred to in paragraphs 3 and 4,
as an independent financial adviser or the auditors of the Company shall certify in writing to the Board to be in their opinion fair and reasonable, provided that any adjustments shall be made on the basis that the proportion of the issued share capital of the Company to which a Grantee is entitled after such adjustments shall remain the same as that to which he or she was entitled before such adjustments and no such adjustments shall be made the effect of which would be to enable any Share to be issued at less than its nominal value and no such adjustments will be required in circumstances where there is an issue of Shares or other securities of the Group as consideration in a transaction. In addition, in respect of any such adjustments as provided in this paragraph 15, other than any made on a capitalisation issue, the independent financial adviser or auditors of the Company must confirm in writing to the Directors that the adjustments satisfy the requirements of the relevant provision of the Listing Rules.
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APPENDIX III
SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
16. CANCELLATION OF OPTIONS
Any cancellation of Options granted but not exercised shall require approval of the Board. Cancelled Options may be re-issued after such cancellation has been approved, provided that re-issued Options shall only be granted in compliance with the terms of the New Share Option Scheme and the Listing Rules. Where the Company cancels Options and issues new ones to the same Grantee, the issue of such new Options may only be made under a scheme with available unissued Options (excluding the cancelled Options) within the limit approved by Shareholders as mentioned in paragraph 3. For the avoidance of doubt, Options which have been exercised shall not be included as cancelled Options.
17. TERMINATION OF THE NEW SHARE OPTION SCHEME
The Company may by resolution in general meeting at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but the provisions of the New Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any Options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provisions of the New Share Option Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.
18. ALTERATION OF THE NEW SHARE OPTION SCHEME
(18.1) The New Share Option Scheme may be altered in any aspect by resolution of the Board except that:
(a) the terms and conditions of the New Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of Grantees of the Options except with the prior approval of the Shareholders in general meeting;
(b) any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options granted must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme; and
(c) any change to the authority of the Directors in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders in general meeting.
(18.2) The amended terms of the New Share Option Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.
NOTICE OF ANNUAL GENERAL MEETING
HONG KONG FOOD INVESTMENT HOLDINGS LIMITED
香港食品投資控股有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 60)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Annual General Meeting (the "Annual General Meeting") of Hong Kong Food Investment Holdings Limited (the "Company") will be held at Garden Room, 2nd Floor, Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Tuesday, 28 August 2012 at 2:00 p.m. for the following purposes:
- To receive and consider the Audited Consolidated Financial Statements and the Reports of the Directors and of the Independent Auditors of the Company for the year ended 31 March 2012;
- To declare a final dividend in respect of the year ended 31 March 2012;
- To re-elect Mr. Chan Kay Cheung as Director;
- To re-elect Mr. Lan Yee Fong, Steve John as Director;
- To authorise the Board of Directors to fix Directors' remuneration;
- To re-appoint Ernst & Young as auditors and to authorise the Board of Directors to fix auditors' remuneration;
- As special business, to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:
"THAT
(a) subject to paragraph (c) of this resolution 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 in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) of this resolution be in addition to any other authorisation given to the Directors and shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period (as hereinafter defined);
(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 in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares in the capital of the Company or (iii) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares in the Company or (iv) 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 Articles of Association of the Company from time to time, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest 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 the Articles of Association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders in general meeting; and
“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of ordinary shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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).
NOTICE OF ANNUAL GENERAL MEETING
- As special business, to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:
"THAT
(a) subject to paragraph (b) of this resolution, 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 shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company which may be purchased on the Stock Exchange or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Code on Share Repurchases pursuant to the approval in paragraph (a) of this resolution 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 the passing of this resolution, and the approval granted under paragraph (a) of this resolution 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 earliest 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 the Articles of Association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."; and
- As special business, to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:
"THAT conditional upon the passing of resolutions 7 and 8 as set out in the notice convening this meeting, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with the shares in the Company pursuant to resolution 7 as set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company pursuant to the mandate to repurchase shares of the Company
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NOTICE OF ANNUAL GENERAL MEETING
as referred to in resolution 8 as set out in the notice convening this meeting, provided that such extended amount 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 the passing of this resolution.".
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the shares to be issued pursuant to the exercise of any options granted under the new share option scheme of the Company (the "New Share Option Scheme", a copy of which marked "A" is produced to the meeting and for the purposes of identification signed by the Chairman thereof), the New Share Option Scheme be and is hereby approved and adopted and with effect from the date of the New Share Option Scheme becoming unconditional and coming into effect, the Company's existing share option scheme adopted on 2 September 2002 be terminated and the board of directors of the Company be and is hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme, including but without limitation:
(a) to administer the New Share Option Scheme under which options will be granted to participants eligible under the New Share Option Scheme to subscribe for shares of the Company;
(b) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment;
(c) to issue and allot from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options under the New Share Option Scheme provided always that the total number of shares subject to the New Share Option Scheme, when aggregated with any shares subject to any other share option schemes, shall not exceed 10% of the relevant class of the issued share capital of the Company as at the date of passing this resolution, but the Company may seek approval of its shareholders in general meeting for refreshing the 10% limit under the New Share Option Scheme and the maximum number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the relevant class of the issued share capital of the Company from time to time;
(d) to make applications at the appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued shares of the Company may for the time being be listed, for listing of and permission to deal in any shares which may hereafter from time to time be issued and allotted pursuant to the exercise of the options under the New Share Option Scheme; and
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NOTICE OF ANNUAL GENERAL MEETING
(e) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme."
By Order of the Board
Hong Kong Food Investment Holdings Limited
Leung Tin Chi
Company Secretary
Hong Kong, 20 July 2012
Notes:
(a) Pursuant to the Listing Rules, all votes of shareholders at general meetings must be taken by poll.
(b) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.
(c) In order to be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be lodged with the Company's share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member from attending and voting in person at the meeting or the adjourned meeting and such event, the form of proxy shall be deemed to be revoked.
(d) The Register of Members of the Company will be closed from Friday, 24 August 2012 to Tuesday, 28 August 2012 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending the above meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 23 August 2012.
As at the date hereof, the executive directors of the Company are Dr. TAI Tak Fung, Stephen, Mr. MAN Wing Cheung, Ellis, Mr. TAI Chun Leung, Mr. YIP Wai Keung, Mr. TSE Siu Wan and Mr. LAI Yuk Chuen, and the independent non-executive directors of the Company are Mr. CHAN Kay Cheung, Mr. LAN Yee Fong, Steve John and Mr. LUI Shing Ming, Brian.
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