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Hephaestus Holdings Limited Proxy Solicitation & Information Statement 2006
51310_rns_2006-12-19_d6c8e52b-e12f-4f70-8a02-45501c36500b.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 a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or otherwise transferred all your shares in Panorama International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.
The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing 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.
PANORAMA INTERNATIONAL HOLDINGS LIMITED
鐳射國際控股有限公司*
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
(1) DISCLOSEABLE TRANSACTION INVOLVING ISSUANCE OF NEW SHARES – ACQUISITION OF THE ENTIRE INTEREST IN DATEWELL;
(2) REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES;
(3) REFRESHMENT OF THE SCHEME MANDATE LIMIT;
AND
(4) NOTICE OF EGM
Financial adviser to the Company
VEDA! CAPITAL
智略資本
Independent financial adviser to the Independent Board Committee and the Independent Shareholders
Nuada Limited
A notice convening the EGM to be held at Room 706-709, 7/F., Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong on 4 January 2007 at 10:30 a.m. is set out on pages 27 to 30 of this circular. Whether or not you are able to attend the EGM, 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 Hong Kong branch share registrar, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should you so wish.
This circular will remain on the GEM website at http://www.hkgem.com on the "Latest Company Announcements" page for seven days from the date of its publication.
19 December 2006
- for identification purpose only
CHARACTERISTICS OF GEM
GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.
- i -
CONTENTS
Page
Definitions 1
Letter from the Board 5
Letter from the Independent Board Committee 16
Letter from Nuada 17
Appendix – General information 22
Notice of EGM 27
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Acquisition" the acquisition of the Sale Shares under the Acquisition Agreement
"Acquisition Agreement" the agreement dated 22 November 2006 and entered into between the Company and the Vendors in relation to the Acquisition
"Actual Profit" the actual audited consolidated net profit before tax and any extraordinary or exception items of Datewell for the financial year ending 31 March 2007
"AGM" the annual general meeting of the Company held on 28 July 2006 in which the Shareholders had approved, among other matters, the Current General Mandate
"Board" the board of Directors
"Business Day" a day (other than a Saturday and a Sunday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours
"Company" Panorama International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and issued Shares of which are listed on GEM
"Completion" completion of the Acquisition in accordance with the terms and conditions of the Acquisition Agreement
"Consideration Shares" 80,460,000 Shares to be allotted and issued to the Vendors and credited as fully paid at the Issue Price to satisfy the consideration for the Acquisition
"Current General Mandate" the general mandate granted to the Directors to allot and issue new Shares of up to 20% of the share capital of the Company in issue on the date of the passing of the relevant ordinary resolution at the AGM, which was 28 July 2006
"Datewell" Datewell Limited, a company incorporated in the British Virgin Islands with limited liability
"Datewell Group" Datewell and its subsidiaries
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DEFINITIONS
| “Directors” | directors of the Company from time to time |
|---|---|
| “EGM” | the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve the ordinary resolutions contained in the notice of the meeting which are set out on pages 27 to 30 of this circular |
| “GEM” | the Growth Enterprise Market of the Stock Exchange |
| “GEM Listing Rules” | the Rules Governing the Listing of Securities on the GEM |
| “Group” | the Company and its subsidiaries |
| “Guaranteed Profit” | the audited consolidated net profit before tax and any extraordinary or exceptional items of Datewell of no less than HK$1,200,000 for the financial year ending 31 March 2007 |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Independent Board Committee” | an independent committee of the Board, comprising all the independent non-executive Directors, to advise the Independent Shareholders as to the fairness and reasonableness of the grant of the New General Mandate |
| “Independent Shareholders” | Shareholders other than Nice Hill Investments Limited and its associates (as defined under the GEM Listing Rules) |
| “Independent Third Party(ies)” | third party(ies) independent of the Company and connected persons (as defined under the GEM Listing Rules) of the Company and are not connected persons (as defined under the GEM Listing Rules) of the Company |
| “Issue Price” | the issue price of approximately HK$0.0684 per Consideration Share, being the consideration of HK$5,500,000 divided by the number of the Consideration Shares |
| “Latest Practicable Date” | 15 December 2006, being the latest practicable date prior to printing this circular for ascertaining certain information contained herein |
| “Last Trading Day” | 21 November 2006, being the last trading day before the date of the Acquisition Agreement |
| “Listing Committee” | has the meaning ascribed to the terms under the GEM Listing Rules |
DEFINITIONS
| “Mr. Chin” | Mr. Chin Wai Keung, Richard, an executive Director |
|---|---|
| “Mr. So” | Mr. So Wing Lok Jonathan, an Independent Third Party, being interested as to 51% in Datewell and one of the Vendors |
| “Mr. Lo” | Mr. Lo Wing Keung, an Independent Third Party, being interested as to 49% in Datewell and one of the Vendors |
| “New General Mandate” | the general mandate proposed to be granted to the Directors at the EGM to allot, issue and otherwise deal with additional Shares not exceeding 20% of the share capital of the Company in issue on the date of the passing of the relevant ordinary resolution, and the extension of such mandate to Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM |
| “Nuada” | Nuada Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the grant of the New General Mandate |
| “P/E Ratio” | price earnings ratio |
| “PRC” | the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan |
| “Sale Shares” | 100 ordinary shares of US$1.00 each in the issued share capital of Datewell and registered in the name and beneficially owned as to 51% by Mr. So and as to 49% by Mr. Lo |
| “Scheme Mandate Limit” | the maximum number of Shares which may be allotted and issued upon the exercise of all options which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders |
| “SFO” | the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong |
| “Share(s)” | share(s) of HK$0.01 each in the capital of the Company |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Share Option Scheme” | the share option scheme of the Company approved and adopted by the Company on 25 April 2002 |
DEFINITIONS
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Vendors"
Mr. So and Mr. Lo
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"RMB"
Renminbi, the lawful currency of the PRC
"US$"
United States dollars, the lawful currency of the United States of America
"%"
per cent.
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LETTER FROM THE BOARD
PANORAMA INTERNATIONAL HOLDINGS LIMITED
鐳射國際控股有限公司*
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
Executive Directors:
Mr. Fung Yu Hing, Allan (Chairman)
Mr. Fung Yee Sang
Mr. Chin Wai Keung, Richard
Mr. Tso Kin Nam
Independent Non-executive Directors:
Mr. Chow Shiu Ki
Mr. Hung Tik
Mr. Lam Wai Leung
Registered office:
P.O. Box 309
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies
Head office and principal place of business in Hong Kong:
8th Floor, Mita Centre
552-566 Castle Peak Road
Kwai Chung
New Territories
Hong Kong
19 December 2006
To the Shareholders
Dear Sir or Madam,
(1) DISCLOSEABLE TRANSACTION INVOLVING ISSUANCE OF NEW SHARES – ACQUISITION OF THE ENTIRE INTEREST IN DATEWELL;
(2) REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES;
(3) REFRESHMENT OF THE SCHEME MANDATE LIMIT;
AND
(4) NOTICE OF EGM
INTRODUCTION
The Company announced on 27 November 2006 that the Company entered into the Acquisition Agreement with the Vendors on 22 November 2006 in relation to the acquisition of the entire equity interest in Datewell for a consideration of HK$5,500,000. The Acquisition constitutes a discloseable transaction on the part of the Company under the GEM Listing Rules.
- for identification purpose only
LETTER FROM THE BOARD
The purpose of this circular is (i) to provide you with further details of the Acquisition and to provide you with the information relating to (ii) the proposed grant of the New General Mandate; (iii) the recommendation from the Independent Board Committee to the Independent Shareholders on the proposed grant of the New General Mandate; (iv) the recommendation from Nuada to the Independent Board Committee and the Independent Shareholders on the proposed grant of the New General Mandate; and (v) the proposed refreshment of the Scheme Mandate Limit. A notice for convening the EGM is also set out in this circular and a form of proxy is included for your further action.
THE ACQUISITION AGREEMENT
Date: 22 November 2006
Parties: (1) The Vendors (as vendors)
(2) The Company (as purchaser)
The Company confirms that to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of the Vendors is an Independent Third Party. Mr. So and Mr. Lo, save for being business partners, are not connected to each other. The Vendors and Mr. Chin, an executive Director, have been acquainted to each other as being participants in the entertainment industry and Mr. Chin referred such business opportunity to the Group.
Assets to be acquired
Pursuant to the Acquisition Agreement, the Company agreed to purchase and the Vendors agreed to sell the Sale Shares subject to and upon the terms of the Acquisition Agreement.
The Sale Shares
The Sale Shares comprise 100 shares of US$1.00 each in the share capital of Datewell, representing the entire issued share capital of Datewell. As at the Latest Practicable Date, the Sale Shares are beneficially owned by the Vendors, as to 51% by Mr. So and as to 49% by Mr. Lo.
Consideration
The consideration for the Acquisition is HK$5,500,000 which shall be satisfied by the Company allotting and issuing the Consideration Shares to the Vendors in proportion to their respective shareholdings in Datewell credited as fully paid, at the Issue Price, upon Completion. Please refer to the section headed "Shareholdings" below for the details of shareholdings in the Company at present and immediately after the Completion.
The consideration was determined based upon a P/E Ratio of approximately 4.58 times of the Guaranteed Profit, which the Board considers to be fair and reasonable. Such P/E Ratio was determined by the Board with reference to five listed companies in Hong Kong (including the Company) which are engaged in business similar to the Datewell Group. Two out of these five listed companies recorded losses for the latest financial
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LETTER FROM THE BOARD
year so that only three comparable listed companies recorded P/E Ratios. The P/E Ratio for the Acquisition is on the low range of the P/E Ratios of the three listed comparable companies since the Company is of the lowest market capitalization when compared to the other listed comparable companies. Taken into consideration of the Guaranteed Profit and the opportunity to strengthen its business position in home entertainment sector by expanding into the animation business, the Board considers that the consideration for the Acquisition is fair and reasonable.
The Consideration Shares
The Issue Price represents:
(a) a premium of approximately 5.16% over the closing price of HK$0.065 per Share as quoted on the Stock Exchange on the Last Trading Day;
(b) a premium of approximately 17.45% over the average of the closing prices of approximately HK$0.0582 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day; and
(c) a discount of 58.70% to the net asset value of HK$0.1655 per Share (based on the Group's net asset value of approximately HK$66,941,000 as at 31 March 2006 and 404,400,000 Shares outstanding as at the Latest Practicable Date).
The Issue Price was arrived at after arm's length negotiation between the Group and the Vendors. The Directors (including the independent non-executive Directors) consider that the Issue Price is fair and reasonable and in the interests of the Shareholders as a whole. Based on the closing price of HK$0.065 per Share as quoted on the Stock Exchange on the Last Trading Day, the aggregate market value of the Consideration Shares will be HK$5,229,900.
The 80,460,000 Consideration Shares will be allotted and issued under the Current General Mandate. As at the Latest Practicable Date, the Current General Mandate has not been utilized at all. An application has been made to the Stock Exchange for the listing of and permission to deal in the Consideration Shares.
The Consideration Shares to be allotted and issued will represent approximately 20% of the existing issued share capital of the Company and approximately 16.6% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares. The Consideration Shares, when allotted and issued, will rank pari passu in all respects with each other and with the Shares in issue on the date of allotment and issue of the Consideration Shares.
LETTER FROM THE BOARD
Shareholdings
The shareholdings in the Company as at the Latest Practicable Date and immediately after Completion are shown as follows:
| As at the Latest Practicable Date | Immediately after Completion | |||
|---|---|---|---|---|
| Shares | % (approx.) | Shares | % (approx.) | |
| Nice Hill Investments Limited | 250,515,000 | 61.95% | 250,515,000 | 51.67% |
| Public Shareholders | ||||
| - Vendors | 0 | 0% | 80,460,000 | 16.60% |
| Mr. So | 0 | 0% | 41,034,600 | 8.47% |
| Mr. Lo | 0 | 0% | 39,425,400 | 8.13% |
| - Other public Shareholders | 153,885,000 | 38.05% | 153,885,000 | 31.73% |
| Total | 404,400,000 | 100.00% | 484,860,000 | 100.00% |
Profit guarantee
After arms' length commercial negotiations between the parties to the Acquisition Agreement and based on the business prospects of the Datewell Group being presented by the Vendors to the Company, the Vendors have guaranteed and warranted to the Company that if the Actual Profit of Datewell is less than the Guaranteed Profit of HK$1,200,000, the Vendors shall pay to Datewell in cash, on a dollar-for-dollar basis, an amount equivalent to the shortfall between the Actual Profit and the Guaranteed Profit within seven days after the delivery of the consolidated audited accounts of the Datewell Group for the financial year ending 31 March 2007.
For the avoidance of doubt, should Datewell record a loss in its consolidated audited financial statements for the relevant financial year, the Vendors shall pay to Datewell in cash an amount equivalent to the shortfall between that actual loss and the Guaranteed Profit, i.e. an amount equivalent to the aggregate of (i) the Guaranteed Profit; and (ii) the actual loss (expressed in positive figures) within seven days after the delivery of the consolidated audited accounts of the Datewell Group for the financial year ending 31 March 2007. According to the Acquisition Agreement, no limit has been set for the shortfall, if any, of the Guaranteed Profit from the Actual Profit. The Vendors have shown proof of their financial capabilities to the Board before entering into the Acquisition Agreement and the Board considered that the Vendors would be able to fulfil their obligations in the event the Guaranteed Profit falls short of the Actual Profit. The Board considers that the terms of the Guaranteed Profit are fair and reasonable.
LETTER FROM THE BOARD
Conditions
The Acquisition Agreement is conditional upon:
(a) the Company being satisfied with the results of the due diligence review to be conducted on the Datewell Group;
(b) the warranties given by the Vendors in favour of the Company under the Acquisition Agreement remaining true, accurate and complete in all material respects;
(c) the Listing Committee granting listing of and permission to deal in the Consideration Shares;
(d) all necessary consents and approvals required to be obtained on the part of Datewell, the Vendors and the Company in respect of the Acquisition Agreement and the transactions contemplated thereby having been obtained; and
(e) the execution and completion of a sub-license agreement in relation to the use of certain animation characters and any other documents including but not limited to any deeds or agreements in relation to the business of the Datewell Group, to be entered by any company under the Datewell Group with Independent Third Parties in approved form at the request of the Company, in such manner as the Company may approve.
If any of the above conditions has not been satisfied (or as the case may be, waived by the Company) on or before 4:00 p.m. on 22 December 2006 or such later date as the Company and the Vendors may agree, the Acquisition Agreement shall cease and determine and no party shall have any obligations and liabilities under the Acquisition Agreement save for any antecedent breaches of the terms thereof. As at the Latest Practicable Date, conditions (a) and (d) had been fulfilled.
Completion
Completion will take place on the third Business Day after the fulfillment of all the conditions of the Acquisition Agreement. After Completion, Datewell will become a direct wholly owned subsidiary of the Company.
INFORMATION ON DATEWELL
Datewell is an investment holding company. Datewell is beneficially owned by the Vendors, as to 51% by Mr. So and as to 49% by Mr. Lo. Mr. So and Mr. Lo are the only directors of Datewell. The Datewell Group is principally engaged in licensing of animation characters and design, co-production and distribution of animation characters, animation and related merchandises.
LETTER FROM THE BOARD
The chart below shows the current group structure of the Datewell Group:
Note: The balance of 49% is held by an Independent Third Party.
Creative Power Entertaining Company Limited, a direct wholly-owned subsidiary of Datewell, is engaged in licensing of animation characters, co-production and distribution of animation and related merchandises. China Creative Power Entertaining Company Limited, an indirect wholly-owned subsidiary of Datewell, is engaged in the design and development of animation characters, animation and related merchandises. Slightly Off Beat Animation Entertaining Limited, an indirect 51% subsidiary of Datewell (the balance of 49% shareholding is held by an Independent Third Party), is engaged in the design and development of animation characters and related merchandises.
Datewell was incorporated on 24 July 2006 and there is no available audited financial information for Datewell. The unaudited consolidated profit before income tax and net profit of the Datewell Group for the period from 24 July 2006 (date of incorporation) to 31 October 2006 amounted to HK$70,369 and HK$59,329 respectively. The unaudited consolidated net asset value of the Datewell Group were HK$60,109 as at 31 October 2006.
Mr. So and Mr. Lo will remain as directors of Datewell after Completion. Mr. Chin, an executive Director, will join as a director of Datewell after Completion to jointly operate and manage Datewell with Mr. So and Mr. Lo. There is no intention of the Board to appoint Mr. So and Mr. Lo as Directors and the Board considers that the Vendors as public Shareholders after Completion.
INFORMATION ON THE VENDORS
Mr. Lo, aged 48, has 28 years of experience in television and radio broadcast and the entertainment industries. He is mainly involved in production operations. He is also a renowned author in Hong Kong and has composed over 400 songs that were published and performed. Mr. Lo obtained a degree in Bachelor of Arts from the Open Institute of East Asia University of Macau in 1986.
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LETTER FROM THE BOARD
Mr. So, aged 41, has been engaging in the manufacturing business for over 20 years. Mr. So has various investments in toys, gifts and garment manufacturing businesses.
REASONS FOR THE ACQUISITION
The Company, incorporated in the Cayman Islands with limited liability, is an investment holding company and its issued Shares are listed on GEM. The Group is an entertainment programme provider principally engaged in the distribution of video programmes in video compact disc and digital video disc formats for home entertainment in Hong Kong, Macau, the PRC and other Asian regions including Taiwan, South Korea, Singapore, Thailand, and Malaysia and the Philippines.
As mentioned in the 2006/2007 interim report of the Company, the Group is contemplating to enter into the business of animation production and distribution in the PRC. The Group strongly believes that animation production and distribution will be a fast growing industry in the PRC and will provide a very promising revenue stream to the Group in the near future. In 2005, the production value of animation industry in the PRC was approximately RMB20 billion. The Chinese government has recently given sturdy support to the industry development by implementing policies such as opening up more animated channels across the PRC and forbidding foreign produced animation programmes to be broadcasted during prime time, with the intention to have the animation industry grown until its production value reaches 1% of the country's gross domestic product, which represents approximately RMB150 billion. As a result, a fast growing demand for high quality animation programming is stimulated.
The Directors observed that the business of licensing of animation characters and design, co-production and distribution of animation characters, animation and related merchandises is vertically integrated with its existing distribution business model providing ample market potential and consider that the Acquisition offers the Group a good business opportunity to further strengthen its business position. The Directors further consider that when integrated into the Group's business operation, turnover and revenue to be generated to the Group from the Acquisition will increase progressively and will provide a steady income stream to the Group.
The Directors, including the independent non-executive Directors, consider that the terms of the Acquisition Agreement are entered into upon normal commercial terms following arms' length negotiations among the parties and that the terms of the Acquisition Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
FINANCIAL EFFECT OF THE ACQUISITION
It is estimated that, after the Acquisition, Datewell will become a direct wholly owned subsidiary of the Company and its accounts will be consolidated into the financial statements of the Group. It is expected that Datewell, as a subsidiary of the Group after the Acquisition, will contribute positively to the results of the Group. Save as disclosed in this circular, there is no other significant effect to the earnings, assets and liabilities of the Group after the Acquisition.
LETTER FROM THE BOARD
POSSIBLE CONSOLIDATION OF THE SHARES
Given the trading price of the Shares is near the extremity of HK$0.01 as at the Latest Practicable Date, the Company will implement a consolidation of the Shares pursuant to the GEM Listing Rules after Completion.
CURRENT GENERAL MANDATE
At the AGM, the Shareholders granted to the Directors the Current General Mandate to issue not more than 80,460,000 Shares, being 20% of the aggregate nominal amount of the issued share capital of the Company of 402,300,000 Shares as at the date of passing of the relevant resolution. Upon Completion, the Current General Mandate will be fully utilized.
PROPOSED GRANT OF NEW GENERAL MANDATE
As the Current General Mandate will be completely used up, the Company will be convening the EGM at which ordinary resolutions will be proposed to the Independent Shareholders that:
(i) the Directors be granted the New General Mandate to allot and issue Shares not exceeding 20% of the share capital of the Company in issue as at the date of passing the relevant ordinary resolution; and
(ii) the New General Mandate be extended to Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.
The Company has not refreshed the Current General Mandate since the AGM. The New General Mandate will last 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 memorandum and articles of association of the Company or any other applicable laws to be held; and
(iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors under the New General Mandate.
As at the Latest Practicable Date, the Company had an aggregate of 404,400,000 Shares in issue. On the basis that no further Shares, other than the issue of 80,460,000 Consideration Shares upon Completion, are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the New General Mandate to allot and issue up to 96,972,000 Shares.
Pursuant to Rule 17.42A of the GEM Listing Rules, the granting of the New General Mandate is subject to the approval of the Independent Shareholders by way of poll at the EGM. Nice Hill Investments Limited, being the controlling Shareholder, and its associates shall abstain from voting in favour of the relevant resolutions at the EGM.
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LETTER FROM THE BOARD
REASONS FOR THE NEW GENERAL MANDATE
As explained in the paragraph headed "Current General Mandate" above, the Current General Mandate will be fully utilised upon Completion. The Board believes that grant of the New General Mandate is in the best interests of the Company and the Shareholders as a whole by maintaining the financial flexibility necessary for the Group's future business development. The Board considers equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. In appropriate circumstances, the Group will also consider other financing methods such as debt financing or internal cash resources to fund its future business development. While the Board considers that there is no immediate funding need for the Group's current operations and that there is currently no concrete proposal presented by potential investors for investment in the Shares, the Board is now proposing to seek the approval of Independent Shareholders at the EGM of the New General Mandate such that should future funding needs arise or attractive terms for investment in the Shares become available from potential investors, the Board will be able to respond to the market and such investment opportunities promptly because fund raising exercise pursuant to a general mandate provides the Company a more simple and less lead time process than other types of fund raising exercises and to avoid the uncertainties in such circumstances that specific mandate may not be obtained in a timely manner.
The Group had not conducted any fund raising activities since the AGM.
In view of the above, the Directors consider the grant of the New General Mandate, which may or may not be utilised, is in the best interests of the Company and the Shareholders as a whole.
REFRESHMENT OF THE SCHEME MANDATE LIMIT
Under the GEM Listing Rules, the maximum number of Shares which may be allotted and issued upon the exercise of all options which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders.
Up to the Latest Practicable Date, no options had been granted since the adoption of the Share Option Scheme. Since the number of Shares in issue has increased since listing of the Company, the Board proposes to refresh the Scheme Mandate Limit in order to enable the Company to grant further options to eligible participants so as to provide opportunities and incentives to them to work towards enhancing the values of the Company and Shares for the benefit of the Company and the Shareholders as a whole.
As at the Latest Practicable Date, there were 404,400,000 Shares in issue. Following completion of the Acquisition and allotment and issue of the Consideration Shares (which is expected to occur prior to the EGM), there will be 484,860,000 Shares in issue. Pursuant to the terms of the Share Option Scheme and in compliance with the GEM Listing Rules, the maximum number of Shares which may be issued upon the exercise of all the options to be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed should be 48,486,000 Shares, being 10% of the Shares in issue and assuming no further issue or repurchase of Shares during the period between the Latest Practicable Date up to and including the date of the EGM.
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LETTER FROM THE BOARD
The proposed refreshment of the Scheme Mandate Limit is conditional upon:
(1) the passing of an ordinary resolution by the Shareholders to approve the proposed refreshment; and
(2) the Listing Committee granting the listing of, and permission to deal in the Shares to be issued pursuant to the exercise of the options granted under the refreshed Scheme Mandate Limit.
Application will be made to the Listing Committee for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options granted under the refreshed Scheme Mandate Limit.
EGM
A notice convening the EGM to be held at Room 706-709, 7/F., Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong on 4 January 2007 at 10:30 a.m. is set out on pages 27 to 30 of this circular.
PROCEDURES BY WHICH SHAREHOLDERS MAY DEMAND A POLL AT THE EGM
Pursuant to Article 76 of the Articles of Association, a resolution put to vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demand or otherwise required under the GEM Listing Rules. A poll may be demanded by:
(i) the chairman of the meeting; or
(ii) at least five Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and entitled to vote; or
(iii) any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or
(iv) any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding Shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.
- 14 -
LETTER FROM THE BOARD
PROXY ARRANGEMENT
A form of proxy for use at the EGM is enclosed. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and returned, together with the power of attorney or other authority (if any) under which it is signed (or a copy which has duly been certified) to the Company's Hong Kong branch share registrar and transfer office, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting (as the case may be). The completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.
RECOMMENDATION
The Directors consider the refreshment of the New General Mandate is in the interests of the Company and the Shareholders as a whole and accordingly recommend the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM for approving the grant of the New General Mandate.
The Independent Board Committee, having taken into account the advice of Nuada, considers that the granting of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and accordingly recommends the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM for approving the grant of the New General Mandate.
The Directors consider that other proposed resolutions set out in the notice of EGM are all in the best interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favour of all of these resolutions to be proposed at the EGM.
GENERAL INFORMATION
Your attention is drawn to the letter of advice from Nuada set out on pages 17 to 21 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in connection with the grant of the New General Mandate and the letter from the Independent Board Committee set out on page 16 of this circular which contains its recommendation to the Independent Shareholders in relation to the grant of the New General Mandate.
Your attention is also drawn to the additional information set out in the Appendix to this circular.
By order of the Board of
Panorama International Holdings Limited
Chin Wai Keung, Richard
Executive Director
- 15 -
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
PANORAMA INTERNATIONAL HOLDINGS LIMITED
鐳射國際控股有限公司*
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
19 December 2006
To the Independent Shareholders
Dear Sir or Madam,
REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES
We refer to the circular of the Company dated 19 December 2006 (the "Circular") of which this letter forms part. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as defined in the Circular.
We have been appointed by the Board to advise the Independent Shareholders as to whether the terms of the proposed grant of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned. Nuada Limited has been appointed as the independent financial adviser to advise us in this respect.
Having considered the principal reasons and factors considered by, and the advice of Nuada as set out in its letter of advice to us on pages 17 to 21 of the Circular, we are of the opinion that the grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of which are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the grant of the New General Mandate by way of poll.
Independent Board Committee
Chow Shiu Ki
Hung Tik
Lam Wai Leung
Independent non-executive Directors
-
for identification purpose only
-
16 -
LETTER FROM NUADA
The following is the full text of the letter from Nuada Limited setting out their advice to the Independent Board Committee and the Independent Shareholders for inclusion in this circular.
Nuada Limited
7th Floor, New York House
60 Connaught Road Central
Hong Kong
19 December 2006
To the Independent Board Committee
and the Independent Shareholders of
Panorama International Holdings Limited
Dear Sirs,
PROPOSED REFRESHMENT OF GENERAL MANDATE
TO ALLOT AND ISSUE SHARES
INTRODUCTION
We refer to the circular dated 19 December 2006 issued by the Company to the Shareholders of which this letter forms part (the "Circular") and our appointment as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed granting of the New General Mandate, details of which are set out in the letter from the Board contained in the Circular (the "Letter"). Capitalised terms used in this letter, unless the context otherwise requires, shall have the same meaning ascribed to them in the Circular.
Pursuant to Rule 17.42A of the GEM Listing Rules, the granting of the New General Mandate is subject to the approval of the Independent Shareholders by way of poll at the EGM. The controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding the independent non-executive Directors) and the chief executive and their respective associates shall abstain from voting in favour of the relevant resolutions at the EGM. As at the Latest Practicable Date, Nice Hill Investments Limited and its associates were in aggregate interested in 250,515,000 Shares, representing approximately 61.95% of the issued share capital of the Company, as at the Latest Practicable Date. Nice Hill Investments Limited became the controlling Shareholder upon completion of the acquisition of an aggregate of 283,335,000 Shares, representing approximately 70.43% of the then issued share capital of the Company, from Mr. Allan Fung, Allan Fung Assets Limited and Mr. YS Fung (the "Nice Hill Acquisition") on 8 September 2006. As a result of the completion of the Nice Hill Acquisition, Nice Hill Investment Limited was required to make mandatory unconditional general offers (the "Offers") for all the issued Shares of the Company (other than those already owned by it or parties acting in concert with it) and cancellation of all outstanding options of the Company pursuant to Rule 26 and Rule 13 of the Hong Kong Code on Mergers and Takeovers. As a result of the Offers, Nice Hill Investments Limited became interested in 283,515,000 Shares upon the close of the Offers on 17 October 2006. For details regarding the Nice Hill Acquisition and the Offers, please refer to the announcements jointly issued by the Company and Nice Hill Investment Limited on 5 September 2006, 8 September 2006 and 17 October 2006 respectively and the composite offer document in respect of the Offers dated 26 September 2006.
- 17 -
LETTER FROM NUADA
The Independent Board Committee has been established to advise whether the proposed granting of the New General Mandate is in the interests of the Company and the Shareholders as a whole.
BASIS OF OUR ADVICE
In formulating our opinion, we have relied on the information, facts and representations contained or referred to in the Circular and the information, facts and representations provided by, and the opinions expressed by the Directors, the Company and its management. We have assumed that all statements, information, facts, opinions and representations made to us or referred to in the Circular were true, accurate and complete at the time when they were made and continued to be true, accurate and complete as at the date of the Circular. We have no reason to doubt the truth, accuracy and completeness of the statements, information, facts, opinions and representations provided to us by the Directors, the Company and its management. The Directors have confirmed to us that no material facts have been omitted from the information supplied and opinions expressed. We consider that we have been provided with sufficient information to reach an informed view to provide a reasonable basis for our opinion.
All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that, to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and that there are no other facts not contained in the Circular the omission of which would make any statement in the Circular misleading. We have relied on such information and opinions and have not, however, conducted any independent investigation into the business, financial conditions and affairs or the future prospects of the Group.
PRINCIPAL FACTORS AND REASONS CONSIDERED
In arriving at our opinion in respect of the proposed granting of the New General Mandate, we have taken the following principal factors and reasons into consideration:
Background
The Group is an entertainment programme provider principally engaged in the distribution of video programmes in video compact disc and digital video disc format for home entertainment in Hong Kong, Macau, the PRC and other Asian regions including Taiwan, South Korea, Singapore, Thailand, and Malaysia and the Philippines.
At the AGM, the Directors were granted the Current General Mandate to allot and issue up to 80,460,000 new Shares, representing 20% of the aggregate nominal amount of the issued share capital of the Company then in issue. Upon completion of the Acquisition, the Current General Mandate will be fully utilised in association with the issue and allotment of the 80,460,000 Consideration Shares upon Completion. The Company had not conducted any fund raising activities in the past 12 months.
To maintain the financial flexibility necessary for the Group's future business development, the Directors therefore propose to seek the approval of the Independent Shareholders at the EGM for the granting of the New General Mandate.
- 18 -
LETTER FROM NUADA
The Company had an aggregate of 404,400,000 Shares in issue as at the Latest Practicable Date. Upon Completion, there will be 484,860,000 Shares in issue as enlarged by the issue and allotment of the Consideration Shares, assuming no other Shares are issued or repurchased by the Company. Subject to the passing of the ordinary resolutions for the approval of the New General Mandate and assuming Completion prior to the date of the EGM and that no other Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the New General Mandate to allot and issue up to 96,972,000 Shares.
Reasons for the New General Mandate
As stated in the Letter, the Directors consider that equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. While the Board considers that there is no immediate funding need for the Group's current operations and that there is currently no concrete proposal presented by potential investors for investment in Shares, the Board proposes to seek approval of the Independent Shareholders at the EGM of the New General Mandate such that should future funding needs arise or attractive terms for investment in Shares become available from potential investors, the Board will be able to respond to the market and such investment opportunities promptly.
Continued expansion of the Group's businesses and flexibility in financing alternatives
As stated in the interim report 2006/2007 of the Company (the "Interim Report"), the Group will continue its commitment to acquiring more films of high quality and commercial value, fostering strategic partnerships for video releases, and expanding distribution network to reach a wider spectrum of audiences, especially in the Southeast Asia regions. In addition, to expand further its business scope, the Group is contemplating to enter into the business of animation production and distribution in China as stated in the Interim Report. Other related business opportunities arise from this will include international sales and distribution of programmes, stageshows productions, licensing for animation characters merchandizes and media advertising.
Given the Current General Mandate will be fully utilised upon Completion, may any investment opportunities arise that would lead to issuance of new Shares and specific mandate may have to be sought in this respect, the Directors are uncertain as to whether the requisite approval from the Independent Shareholders could be obtained in a timely manner. In addition, the New General Mandate offers an opportunity for the Directors to capture a favourable equity market condition to raise funds by issuing new Shares.
Notwithstanding the fact that the Group had no immediate funding need for its current operations and there is currently no concrete proposal presented by potential investors for investment in Shares, the Directors believe that the New General Mandate would offer the Group higher flexibility to capture investment opportunities which may arise at any time and require prompt investment decision by the Group. The Directors also consider that the New General Mandate would provide the Company with the maximum flexibility to raise additional capital for any future investment or as working capital of the Group.
In light of the above, we are of the opinion that the New General Mandate would provide the Company with the necessary flexibility essential for fulfilling any possible funding needs for future business development and/or investment decisions in a timely manner. As such, we are of the view that the granting of the New General Mandate will be in the interest of the Company and the Shareholders as a whole.
- 19 -
LETTER FROM NUADA
Other financing alternative
As stated in the Letter, in appropriate circumstances, the Group will also consider other financing methods such as debt financing or internal cash resources to fund its future business development. While sufficient for its present requirements, there is no certainty that such cash resources will be adequate or other financing alternatives will be available for appropriate investment that may be identified by the Company in the future.
In addition, as debt financing may incur interest burden to the Group, the Directors consider that equity financing such as issuance of new Shares for cash or equity swaps may be an appropriate mean to fund such investments and/or acquisitions and provide additional working capital for the future development and expansion of the Group, given the Group's financial position, capital structure, cost of funding and the then financial market condition.
We consider that the granting of the New General Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future development, including equity issuance. As such, we are of the view that the granting of the New General Mandate will be in the interest of the Company and the Shareholders as a whole.
Potential dilution to shareholdings of the Independent Shareholders
Set out below is a table showing (i) the shareholdings of the Company as at the Latest Practicable Date; (ii) the shareholdings of the Company upon Completion; and (iii) for illustrative purpose, the potential dilution effect upon full utilisation of the New General Mandate, assuming Completion prior to the date of EGM and no other Shares are issued or repurchased by the Company.
| As at the Latest Practicable Date | Upon Completion | Upon full utilisation of the New General Mandate | ||||
|---|---|---|---|---|---|---|
| Shares | % | |||||
| Shares | % | Shares | % | |||
| Nice Hill Investments Limited | 250,515,000 | 61.95 | 250,515,000 | 51.67 | 250,515,000 | 43.06 |
| Independent Shareholders | 153,885,000 | 38.05 | 234,345,000 | 48.33 | 234,345,000 | 40.27 |
| Shares issued under New General Mandate | 0 | 0.00 | 0 | 0.00 | 96,972,000 | 16.67 |
| Total | 404,400,000 | 100.00 | 484,860,000 | 100.00 | 581,832,000 | 100.00 |
LETTER FROM NUADA
As illustrated in the table above, assuming Completion prior to the date of the EGM and no other Shares are issued and/or repurchased by the Company, the aggregate shareholding of the Independent Shareholders will decrease from approximately 48.33% upon Completion to approximately 40.27% upon full utilisation of the New General Mandate. Taking into account the benefits of the New General Mandate as discussed above and the fact that the shareholdings of all Shareholders will be diluted proportionately, we consider such dilution or potential dilution of shareholding to be reasonable.
RECOMMENDATION
Having considered the factors and reasons as stated above, we are of the view that the granting of the New General Mandate is in the interest of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolutions in relation to the granting of the New General Mandate to be proposed at the EGM. Independent Shareholders are however advised to take note of the possible dilution effect on their shareholding interests in the Company when and if the New General Mandate is utilised.
Yours faithfully,
For and on behalf of
Nuada Limited
Bernard Chan
Director
Po Chan
Director
- 21 -
APPENDIX
GENERAL INFORMATION
1. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:
(a) the information contained in this circular is accurate and complete in all material respects and is not misleading;
(b) there are no other matters the omission of which would make any statement in this circular misleading; and
(c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
2. DISCLOSURE OF INTERESTS
(a) Interests and short positions of the Directors in the Company and its associated corporations
As at the Latest Practicable Date, the interests or short positions of each Director in the Shares, options, warrants, derivatives, securities convertible into the Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company or the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they have taken or deemed to have taken under such provisions of the SFO); (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors to be notified to the Company and the Stock Exchange, were as follows:
Long positions in the Shares
| Name of Directors | Type of interests | No. of Shares | Approximate percentage of shareholding |
|---|---|---|---|
| Mr. Chin | Interest of a controlled corporation | 250,515,000 | 61.95% |
Save as disclosed in this section (a), as at the Latest Practicable Date, none of the Directors, chief executives of the Company or their associates had any interest or short positions in the Shares, options, warrants, derivatives, securities convertible into the Shares or debentures of the Company or any of its associated corporations (which the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they have taken or deemed to have taken under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors to be notified to the Company and the Stock Exchange.
APPENDIX
GENERAL INFORMATION
(b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO
As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 336 of the SFO, and so far as is known to any Director or chief executive or the Company, the following persons had, or were deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:
Long Position in the Shares
| Name of Shareholders | Beneficial Interest | Deemed interest | Total | Approximate percentage of shareholder |
|---|---|---|---|---|
| Nice Hill Investments Limited (Note 1) | 250,515,000 | – | 250,515,000 | 61.95% |
| Mr. Chin (Note 1) | – | 250,515,000 (interest in controlled corporation) | 250,515,000 | 61.95% |
| Ms. Kwan Yuet Wah Rosanna (Note 1) | – | 250,515,000 (family interest) | 250,515,000 | 61.95% |
| Mr. So (Note 2) | 41,034,600 | – | 41,034,600 | 10.15% |
| Mr. Lo (Note 2) | 39,425,400 | – | 39,425,400 | 9.75% |
Note: (1) Mr. Chin is the sole shareholder of Nice Hill Investments Limited and is deemed to be interested in 250,515,000 Shares held by Nice Hill Investments Limited. Ms Kwan Yuet Wah Rosanna is the spouse of Mr. Chin and thus is deemed to be interested in 250,515,000 Shares held by Nice Hill Investments Limited.
(2) Mr. So and Mr. Lo are deemed to be interested in the new Shares to be issued under the conditional Acquisition Agreement pursuant to the SFO.
Save as disclosed in this section (b), the Directors and chief executive of the Company are not aware of any person who has an interest or short position in the Shares, or underlying Share which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.
APPENDIX
GENERAL INFORMATION
3. COMPETING INTERESTS
As at the Latest Practicable Date, so far as the Directors are aware of, none of the Directors, management Shareholders (as defined in the GEM Listing Rules) or their respective associates had any interest in a business which competes or may compete with the business of the Group or any other conflicts of interest with the Group.
4. LITIGATION
As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened by or against any member of the Group.
5. SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation other than statutory compensation).
6. EXPERT
The following is the qualification of the expert who has been named in this circular and has given opinions, letter of advice which is contained in this circular:
| Name | Qualifications |
|---|---|
| Nuada | a licensed corporation to carry on business in type 6 (advising on corporate finance) regulated activity under the SFO |
Nuada has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or references to its names, in the form and context in which it appears. Nuada does not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.
- 24 -
APPENDIX
GENERAL INFORMATION
7. SHARE CAPITAL
The authorised and issued share capital of the Company as at the Latest Practicable Date was as follows:
HK$
Authorised:
| 1,500,000,000 | Shares | 15,000,000.00 |
|---|---|---|
Issued and to be issued, fully paid up or credited as fully paid up:
| 404,400,000 | Shares in issue as at the Latest Practicable Date | 4,044,000.00 |
|---|---|---|
| 80,460,000 | Consideration Shares to be allotted and issued pursuant to the Acquisition Agreement | 804,600.00 |
| 484,860,000 | Shares | 4,848,600.00 |
8. GENERAL
(a) The registered office of the Company is at P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies.
(b) The head office and principal place of business of the Company in Hong Kong is at 8th Floor, Mita Centre, 552-566 Castle Peak Road, Kwai Chung, New Territories, Hong Kong.
(c) The Company's Hong Kong branch share registrar and transfer office is Tengis Limited of 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong.
(d) The compliance officer is Mr. Fung Yee Sang, an executive Director
(e) The company secretary and qualified account of the Company is Mr. Wong Wai Man, Raymond who is an associate member of Hong Kong Institute of Certified Public Accountant and a fellow member of the Association of Chartered Certified Accountants.
(f) The Company has established an audit committee with written terms of reference in compliance with Rules 5.28 of the GEM Listing Rules. The primary duties of the audit committee are to review and supervise the financial reporting process and internal controls system of the Group and provide advices and comments on the Company's draft annual reports and accounts, interim reports and quarterly reports to the Directors. The audit committee comprises the three independent non-executive Directors, namely Mr. Chow Shiu Ki, Mr. Hung Tik and Mr. Lam Wai Leung.
APPENDIX
GENERAL INFORMATION
Mr. Chow Shiu Ki, aged 38, was appointed as an independent non-executive Director and the chairman of audit committee and remuneration committee with effect from 3 November 2006. Mr. Chow holds a Diploma in Business Studies and is a fellow member of The Association of Chartered Certified Accountants and an associate member of The Hong Kong Institute of Certified Public Accountants. Mr. Chow has accumulated more than 18 years of experience in the auditing, accounting and corporate finance areas. Mr. Chow started his career by joining KPMG in 1987 and had accumulated about 4 years of professional auditing experience. Since then, he had worked for various private companies and listed companies, including Shun Tak Holdings Limited (Stock code: 242) from 2002 to 2004 and Wo Kee Hong (Holdings) Limited (Stock code: 720) from 1995 to 1999 at senior financial management level.
Mr. Hung Tik, aged 50, was appointed as an independent non-executive Director and a member of audit committee and remuneration committee with effect from 3 November 2006. Mr. Hung graduated from the Chinese University of Hong Kong with a bachelor degree. Mr. Hung is a seasoned professional with over 28 years of experience in the entertainment and broadcasting industries. Mr. Hung was involved in radio and television broadcasts in the early stage of his career. In 1984, Mr. Hung changed to develop his career in film production industry and at the same time acted as manager of certain local famous artists. In 1990, Mr. Hung joined EMI (Taiwan) as managing director and was later promoted to Senior Vice President (Greater China) of EMI (Asia Pacific), during which he had successfully packaged and promoted a number of famous artists including Eric Moo, Zhang Xinzhe, Zhang Yu, Gi Gi Leung, etc. In 2002, Mr. Hung further advanced his career by joining Universal Music Group, he is now the managing director of Universal Music Limited (Hong Kong & PRC).
Mr. Lam Wai Leung, aged 51, was appointed as an independent non-executive Director and a member of audit committee and remuneration committee with effect from 3 November 2006. Mr. Lam holds a Master of Philosophy degree in Journalism and Communication, Master of Law degree in International Business Law and Master of Arts degree in Education. Mr. Lam is a seasoned media professional with over 29 years of production and multimedia management experience in television broadcast channels and in-house media centre of universities, including Television Broadcasts Limited, Radio Television Hong Kong, City University of Hong Kong and Hong Kong University of Science & Technology. Mr. Lam had also been the Honorary Secretary and Vice-President of the Hong Kong Association for Educational Communications and Technology, and is currently an executive committee member of the Society of Motion Picture and Television Engineers (Hong Kong Section).
- 26 -
NOTICE OF EGM
PANORAMA INTERNATIONAL HOLDINGS LIMITED
鐳射國際控股有限公司*
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Panorama International Holdings Limited (the “Company”) will be held at Room 706-709, 7/F., Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong on 4 January 2007 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments, as ordinary resolutions of the Company:
- “THAT, to the extent not already exercised, the mandate to allot and issue shares of the Company given to the directors of the Company (the “Directors”) at the annual general meeting of the Company held on 28 July 2006 (the “AGM”) be and is hereby revoked and replaced by the mandate THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the “GEM Listing Rules”) Governing the Listing of Securities on the Growth Enterprises Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares (each a “Share”) of HK$0.01 each in the share capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which 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 options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole
- for identification purpose only
NOTICE OF EGM
or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any 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, shall not exceed the aggregate of:
(aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of such resolution),
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of 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 memorandum and articles of association of the Company or any other applicable laws to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
- 28 -
NOTICE OF EGM
-
"THAT conditional upon the passing of resolution no. 1 above, the mandate granted to the directors of the Company at the AGM to extend the general mandate to allot and issue shares of the Company to shares repurchased by the Company be and is hereby revoked and replaced by the mandate THAT the Directors be and are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 1 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution."
-
"THAT subject to and conditional upon the granting by the Listing Committee of the Stock Exchange of, the listing of and permission to deal in, the Shares of the Company to be issued pursuant to the exercise of options granted under the refreshed scheme mandate limit (the "Scheme Mandate Limit") under the share option scheme approved and adopted by the Company on 25 April 2002 in the manner as set out in paragraph (a) of this resolution below,
(a) the refreshment of the Scheme Mandate Limit of up to 10% of the Shares of the Company in issue as at the date of passing of this resolution be and is hereby approved; and
(b) the directors of the Company be and are hereby authorised do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement."
By order of the Board of
Panorama International Holdings Limited
Chin Wai Keung, Richard
Executive Director
Hong Kong, 19 December 2006
Registered Office:
P.O. Box 309
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies
Head office and principal place
of business in Hong Kong:
8th Floor, Mita Centre
552-566 Castle Peak Road
Kwai Chung
New Territories
Hong Kong
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NOTICE OF EGM
Notes:
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Subject to the provisions of the articles of association of the Company, any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent and vote on his behalf at the EGM. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. On a poll, votes may be given either personally or by proxy.
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A form of proxy for use at the EGM is enclosed. Such form of proxy is also published on the website of GEM at www.hkgem.com. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and returned, together with the power of attorney or other authority (if any) under which it is signed (or a copy which has been certified by a notary) to the Hong Kong branch share registrar and transfer office of the Company, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting.
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In the case of joint holders of Shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such Share as if he was solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
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Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the EGM and in such event, the form of proxy shall be deemed to be revoked.
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Pursuant to the GEM Listing Rules, the voting on ordinary resolutions relating to the refreshment of general mandate at the EGM will be conducted by way of poll.
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