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Hephaestus Holdings Limited Proxy Solicitation & Information Statement 2007
51310_rns_2007-06-29_2130e0d6-751d-4edc-8cf5-48a9d35b8ba4.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 Intelli-Media Group (Holdings) Limited, you should at once hand this circular, together with the form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
智庫媒體集團（控股）有限公司
Intelli - Media Group (Holdings) Limited
(Formerly known as “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)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange 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: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) 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.
This circular will remain on the GEM website with the domain name of www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting.
28 June, 2007
- 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 in 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 issues.
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TABLE OF CONTENTS
Page
Definitions 1-2
Letter from the board of Directors
Introduction 3
General Mandates to Issue and Repurchase Shares 3-4
Explanatory Statement 4
Re-election of Retiring Directors 4-6
Procedure by which a Poll may be Demanded 6-7
General Information 7
Recommendation 7
Appendix – Explanatory Statement 8-10
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DEFINITIONS
In this document, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting"
the annual general meeting of the Company to be held at Unit 706-708, 7/F., Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Friday, 20 July, 2007 at 4:00 p.m. or any adjournment thereof;
"Annual Report"
the annual report of the Company for the financial year ended 31 March, 2007;
"Articles of Association"
the articles of association of the Company;
"Code"
The Hong Kong Codes on Takeovers and Mergers;
"Company"
Intelli-Media Group (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on GEM;
"Directors"
the directors of the Company;
"GEM"
the Growth Enterprise Market of the Stock Exchange;
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China;
"Latest Practicable Date"
28 June, 2007 being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;
"Listing Rules"
The Rules Governing the Listing of Securities on the Stock Exchange on GEM;
"Notice"
the notice of the Annual General Meeting as set out on pages 104 to 108 of the Annual Report;
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate;
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DEFINITIONS
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
"Share(s)"
ordinary share(s) of HK$0.01 each in the share capital of the Company;
"Shareholder(s)"
holder(s) of Share(s); and
"Stock Exchange"
The Stock Exchange of Hong Kong Limited.
LETTER FROM THE BOARD OF DIRECTORS
智庫媒體集團（控股）有限公司
Intelli - Media Group (Holdings) Limited
(Formerly known as “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. Chin Wai Keung, Richard (Chairman)
Mr. So Wing Lok, Jonathan
Mr. Lo Wing Keung
Mr. Chow Alvin Chiyiu
Mr. Ling Macadam
Mr. Fung Yu Hing, Allan
Mr. Fung Yee Sang
Independent non-executive Directors:
Mr. Chow Shiu Ki
Mr. Hung Tik
Mr. Shum Man Ching
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:
Unit 706-708
7/F., Westin Centre
26 Hung To Road
Kwun Tong
Kowloon
Hong Kong
28 June, 2007
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS
INTRODUCTION
The purpose of this circular is to provide Shareholders with details regarding the proposed grant of the general mandates to allot, issue and deal with Shares and to repurchase Shares and the proposed re-election of Directors to be dealt with at the Annual General Meeting.
- for identification purpose only
LETTER FROM THE BOARD OF DIRECTORS
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
On 28th July 2006, ordinary resolutions were passed by the then Shareholders giving general mandates to the Directors to:
(i) allot, issue and otherwise deal with Shares not exceeding 20 per cent of the aggregate nominal amount of the issued share capital of the Company at the date of passing the relevant ordinary resolution;
(ii) repurchase Shares up to a maximum of 10 per cent of the aggregate nominal amount of the share capital of the Company in issue share capital of the Company at the date of passing the relevant resolution; and
(iii) extend the general mandate granted pursuant to paragraph (i) above, to allot, issue and otherwise deal with the Shares with an aggregate nominal amount not exceeding the aggregate nominal amount of the issued share capital of the Company purchased pursuant to the general mandate granted to the Directors as mentioned in paragraph (ii) above.
Further at an extraordinary general meeting held on 4th January 2007, ordinary resolutions were passed (a) to refresh the general mandate granted pursuant to paragraph (i) above; (b) to grant a new general mandate to the Directors to allot and issue Shares not exceeding 20 per cent of the issued share capital of the Company as at the date of passing of such resolution; and (c) to extend the general mandate granted pursuant to item (b) above to Shares repurchased pursuant to the repurchase mandate granted to the Directors pursuant to paragraph (ii) above.
The above general mandates will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek your approval of the ordinary resolutions to be proposed at the Annual General Meeting to give fresh general mandates to the Directors.
At the Annual General Meeting, separate ordinary resolutions will be proposed to grant to the Directors fresh general mandates (i) to allot, issue and otherwise deal with Shares not exceeding 20 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the ordinary resolution no. 4A in the Notice (the "Resolution No. 4A"); (ii) to repurchase Shares up to a maximum of 57,313,000 Share, representing 10 per cent of the aggregate nominal amount of the issued share capital of the Company at the date of passing the ordinary resolution no. 4B in the Notice (the "Resolution No. 4B"); and (iii) by extending the general mandate granted pursuant to the Resolution No. 4A, to allot, issue and otherwise deal with the Shares with an aggregate nominal amount not exceeding the aggregate nominal amount of the share capital of the Company purchased pursuant to the Repurchase Mandate (as more particularly described in ordinary resolution no. 4C in the Notice (the "Resolution No. 4C")) ((i), (ii) and (iii) are collectively described as the "Mandates") during the period from the date of passing of Resolutions Nos. 4A to 4C up to: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (c) the revocation, variation or renewal of the Mandates by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.
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LETTER FROM THE BOARD OF DIRECTORS
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in the appendix to this circular. The information in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the Annual General Meeting.
RE-ELECTION OF DIRECTORS
Pursuant to Article 116 of the Articles of Association, Mr. Fung Yu Hing Allan and Mr. Fung Yee Sang shall retire by rotation at the Annual General Meeting and they have confirmed that they will be pursuing other business interests and will not offer themselves for re-election at the Annual General Meeting. Pursuant to Article 99 of the Articles of Association, Mr. Chin Wai Keung Richard, Mr. So Wing Lok Jonathan, Mr. Lo Wing Keung, Mr. Ling Macadam, Mr. Chow Alvin Chiyiu, Mr. Hung Tik, Mr. Shum Man Ching and Mr. Chow Shiu Ki shall retire at the Annual General Meeting, and being eligible, will offer themselves for re-election at the Annual General Meeting except for Mr. Ling Macadam who has confirmed that he will be pursuing other business interests and work commitment and will not offer himself for re-election at the Annual General Meeting.
Mr. Chin Wai Keung Richard (“Mr. Chin”), aged 58, an executive Director and the chairman of the company, has over 29 years of extensive management experience in trading, contracting and finance business and over 12 years of experience in the positions of managing director of multinational corporations.
Mr. Chin was the deputy chairman and an executive director of Dickson Group Holdings Limited, a listed company on the Stock Exchange (Stock Code: 313) between 2002 and 2004. Mr. Chin was appointed as an executive director in December 2000, re-designated as non-executive director in April 2001 and resigned in December 2001 from Hung Fung Group Holdings Limited (name subsequently changed to Xin Corporation Ltd.) (Stock Code: 1141), a Bermuda incorporated company principally engaged in the designing, manufacturing and selling of toys. Mr. Chin was executive director of Mansion Holdings Limited (name subsequently changed to Sun Innovation Holdings Ltd.) (Stock Code: 547), a Bermuda incorporated company principally engaged in the business of fire safety. Save as disclosed above, Mr. Chin did not hold any directorship in other listed public companies or other major appointments or qualifications in the last three years.
LETTER FROM THE BOARD OF DIRECTORS
Pursuant to a service contract entered into between the Company and Mr. Chin on 2 April 2007, Mr. Chin was appointed for a term of three years commencing from 2 April 2007 and thereafter the appointment is automatically renewable for successive terms of one year unless terminated by either party by a three months’ written notice to the other party. His appointment is subject to the retirement and re-election provisions in the Articles of Association. He is entitled to a monthly salary of HK$148,000.00 and a discretionary bonus which are determined by the remuneration committee of the Company with reference to the remuneration policy of the Company, the Group’s results and performance for the financial year concerned, his duties and the prevailing market level of remuneration for executives of similar positions.
Save as disclosed, as at the Latest Practicable Date, Mr. Chin does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Chin is interested in 234,515,000 Shares, representing approximately 40.92% of the issued share capital of the Company as at the Latest Practicable Date within the meaning of Part XV of the SFO.
Mr. So Wing Lok Jonathan (“Mr. So”), aged 41, an executive Director and the director of Datewell Limited and Slightly Off Beat Animation Entertainment Limited, both are subsidiaries of the Company. Mr. So has accumulated over 20 years of experience in overseas and China business development and merchandizing business such as manufacturing quality toys and premium. Mr. So was the chairman of Yau Fat Toys (Shenzhen) Company Limited between 1988 to 2003. Currently, Mr. So is the director of Jijiang Company Limited, Jijiang Textile Arts and Crafts Company Limited, USJHI Corporation, Glory Team Industrial Limited and Global Source Merchandising Pte Limited, all of which are private companies. Since 2006, Mr. So also worked for Creative Power Entertaining Company Limited, also a subsidiary of the Company. Save as disclosed, Mr. So did not hold any directorship in other listed companies or other major appointments or qualifications in the last three years.
Pursuant to a service contract entered into between the Company and Mr. So on 2 April 2007, Mr. So was appointed for a term of three years commencing from 2 April 2007 and thereafter the appointment is automatically renewable for successive terms of one year unless terminated by either party by a three months’ written notice to the other party. Mr. So’s appointment is subject to the retirement and re-election provisions in the Articles of Association. He is not entitled to any monthly salary but is entitled a discretionary bonus which is determined by the remuneration committee of the Company with reference to the remuneration policy of the Company, the Group’s results and performance for the financial year concerned, his duties and the prevailing market level of remuneration for executives of similar positions.
Mr. So is the president and director of Jijiang Company Limited and is a colleague of Mr. Chow Alvin Chiyiu and Mr. Ling Macadam, both are executive Directors of the Company and the business analyst and the production director of Jijiang Company Limited, respectively.
Save as disclosed, as at the Latest Practicable Date, Mr. So does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. So is interested in 18,034,600 Shares representing approximately 3.15% of the issued share capital of the Company as at the Latest Practicable Date within the meaning of Part XV of the SFO.
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LETTER FROM THE BOARD OF DIRECTORS
Mr. Lo Wing Keung (“Mr. Lo”), aged 48, an executive Director and the director of Datewell Limited, Slightly Off Beat Animation Entertainment Limited and 廣州原創動力動畫設計有限公司, all are subsidiaries of the Company. Mr. Lo graduated from the Open Institute of East Asia University of Macau with a Bachelor Degree on Department of Literature, History and Philosophy. Mr. Lo has over 28 years of experience in the entertainment, broadcasting and animation industries. Mr. Lo has worked in Television Broadcast Limited, Radio Television Hong Kong and Asia Television Limited, Production President of Zhaoli Entertaining Making Company Limited and Zhongtian Spreading Company Limited, an animation production company. Since 2006, Mr. Lo joined Creative Power Entertaining Company Limited, a subsidiary of the Company. Mr. Lo is also a renowned lyric composer of over 400 songs developed for popular artists in Hong Kong. Save as disclosed, Mr. Lo did not hold any directorship in other listed public companies or other major appointments or qualification in the last three years.
Pursuant to a service contract entered into between the Company and Mr. Lo on 2 April 2007, Mr. Lo was appointed for a term of three years commencing from 2 April 2007 and thereafter the appointment is automatically renewable for successive terms of one year unless terminated by either party by a three months' written notice to the other party. Mr. Lo's appointment is subject to the retirement and re-election provisions in the Articles of Association. He is entitled to a monthly salary of HK$30,000.00 and a discretionary bonus which are determined by the remuneration committee of the Company with reference to the remuneration policy of the Company, the Group's results and performance for the financial year concerned, his duties and the prevailing market level of remuneration for executives of similar positions.
Save as disclosed, as at the Latest Practicable Date, Mr. Lo does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Lo is interested in 14,425,000 shares of the Company, representing approximately 2.52% of the issued share capital of the Company as at the Latest Practicable Date within the meaning of Part XV of the SFO.
Mr. Chow Alvin Chiyiu (“Mr. Chow”), aged 26, an executive Director. Mr. Chow graduated from the University of Wisconsin - Madison in the United States in year 2002 with double Bachelor of Science degrees in Computer Engineering and Computer Science. Immediately after his graduation, Mr. Chow had worked in application software development for business from concept and planning to execution and deployment at USJHI Corporation in the United States. In August 2004, Mr. Chow joined Jijiang Company Limited, specialising in toys and garments and was employed as a director assistant. Mr. Chow has since participated in the animation business and is actively involved in marketing and business development of the Group. Save as disclosed, Mr. Chow did not hold any directorship in other listed companies or other major appointments or qualification in the last three years.
Pursuant to a service contract entered into between the Company and Mr. Chow on 2 April 2007, Mr. Chow was appointed for a term of three years commencing from 2 April 2007 and thereafter the appointment is automatically renewable for successive terms of one year unless terminated by either party by a three months' written notice to the other party. Mr. Chow's appointment is subject to the retirement and re-election provisions in the Articles of Association. He is entitled to a monthly salary of HK$10,000.00 and a discretionary bonus which are determined by the remuneration committee of the Company with reference to the remuneration policy of the Company, the Group's results and performance for the financial year concerned, his duties and the prevailing market level of remuneration for executives of similar positions.
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LETTER FROM THE BOARD OF DIRECTORS
Mr. Chow is a director assistant of Jijiang Company Limited and is a colleague of Mr. So Wing Lok Jonathan and Mr. Ling Macadam, both are executive Directors of the Company and the president and production director of Jijiang Company Limited respectively.
Save as disclosed, as at the Latest Practicable Date, Mr. Chow does not have any other relationship with any directors, senior management, substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Chow is interested in 10,000 shares of the Company within the meaning of Part XV of the SFO.
Mr. Hung Tik ("Mr. Hung"), aged 50, an independent non-executive Director and a member of each of the audit committee and remuneration committee of the Company. 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). Save as disclosed, Mr. Hung did not hold any directorship in listed public companies or other major appointments or qualifications in the last three years.
Pursuant to a service contract entered into between the Company and Mr. Hung on 2 April 2007, Mr. Hung was appointed for a term of one year commencing from 2 April 2007 and thereafter the appointment is automatically renewable for successive terms of one year unless terminated by either party by a three months' written notice to the other party. Mr. Hung's appointment is subject to the retirement and re-election provisions in the Articles of Association. He is entitled to a monthly salary of HK$3,000.00 which was determined by the remuneration committee of the Company with reference to the remuneration policy of the Company, his duties and responsibilities. Mr. Hung is not entitled to any bonus payment.
Save as disclosed, as at the Latest Practicable Date, Mr. Hung does not have any relationship with any directors, senior management, substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Hung does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
Mr. Shum Man Ching ("Mr. Shum"), aged 60, an independent non-executive Director, is also members of each of the audit and remuneration committee of the Company. Mr. Shum has been in the legal profession for more than 20 years and is conversant with land law, conveyance and contract law. He was graduated from the University of Hong Kong with a bachelor degree in Social Sciences. He has been qualified as a solicitor in Hong Kong since 1980 and is also admitted as solicitor by the Law Societies in England, Singapore and Australia. During the period from August 2003 to October 2004 he was the independent non-executive director of Dickson Group Holdings Limited (a listed public company on the Stock Exchange. He is currently the legal director of DTZ Debenham Tie Leung
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LETTER FROM THE BOARD OF DIRECTORS
Limited. Save as disclosed, Mr. Shum did not hold any directorship in other listed public companies or other major appointments or qualifications in the last three years.
Pursuant to a service contract entered into between the Company and Mr. Shum on 31 May 2007, Mr. Shum was appointed for a term of one year commencing from 1 June 2007 and thereafter the appointment is automatically renewable for successive terms of one year unless terminated by either party by a three months' written notice to the other party. Mr. Shum's appointment is subject to the retirement and re-election provisions in the Articles of Association. He is entitled to a monthly salary of HK$10,000.00 which was determined by the remuneration committee of the Company with reference to the remuneration policy of the Company, his duties and responsibilities. Mr. Shum is not entitled to any bonus payment.
Save as disclosed herein, as at the Latest Practicable Date; Mr. Shum does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Shum does not have any interest in shares of the Company within the meaning of Part XV of the SFO.
Mr. Chow Shiu Ki ("Mr. Chow"), aged 38, an independent non-executive Director and the chairman of each of the audit committee and remuneration committee of the Company. 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. Save as disclosed, Mr. Chow did not hold any directorship in other listed public companies or other major appointments or qualifications in the last three years.
Pursuant to a service contract entered into between the Company and Mr. Chow on 2 April 2007, Mr. Chow was appointed for a term of one year commencing from 2 April 2007 and thereafter the appointment is automatically renewable for successive terms of one year unless terminated by either party by a three months' written notice to the other party. Mr. Chow's appointment is subject to the retirement and re-election provisions in the Articles of Association. He is entitled to a monthly salary of HK$10,000.00 which was determined by the remuneration committee of the Company with reference to the remuneration policy of the Company, his duties and responsibilities. Mr. Chow is not entitled to any bonus payment.
Save as disclosed, as at the Latest Practicable Date, Mr. Chow does not have any relationship with other directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Chow does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
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LETTER FROM THE BOARD OF DIRECTORS
Save as disclosed, as at the Latest Practicable Date, each of the above Directors does not hold any other positions in the Group. Other than the aforesaid, in relation to each of the above Directors, (a) there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements as set out in Rule 17.50(2) of the Listing Rules; (b) there is no other matters that need to be brought to the attention of the shareholders.
PROCEDURE BY WHICH A POLL MAY BE DEMANDED
In accordance with Article 80 of the Articles of Association, the following persons may demand that the vote in respect of any resolution put to the general meeting be taken on a poll:
(a) the chairman of the meeting; or
(b) at least five members present in person or by proxy and entitled to vote or who represent in aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or
(c) any member or members present in person 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; or
(d) if required by the Listing Rules, the chairman of the meeting and/or any Director holding the proxies shall demand a poll, if such aggregate proxies held individually or collectively by (i) the chairman of a particular meeting, and/or (ii) the Directors, account for five (5) per cent or more of the total voting rights at such meeting, and if on a show of hands in respect of any resolution, the meeting votes in the opposition manner to that instructed in those proxies.
Unless a poll is so demanded and not withdrawn, a declaration by the chairman that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Company's book containing the minutes of proceedings of meetings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
A poll may be so demanded before or on the declaration of the result of the show of hands.
GENERAL INFORMATION
The Notice is contained in the Annual Report which is despatched to the Shareholders together with this circular.
A form of proxy for the Annual General Meeting is enclosed with the Annual Report. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's share registrar in Hong Kong, Tengis 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 Annual General Meeting or any adjourned meeting (as the case may be). Completion and deposit of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.
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LETTER FROM THE BOARD OF DIRECTORS
RECOMMENDATION
The Directors are of the opinion that the proposals referred to in this circular are in the best interests of the Company and the Shareholders and therefore recommend you to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
By order of the Board
Intelli-Media Group (Holdings) Limited
Chin Wai Keung, Richard
Chairman
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APPENDIX
EXPLANATORY STATEMENT
This is an explanatory statement given to all Shareholders relating to the Resolution No. 4B to be proposed at the Annual General Meeting granting the Repurchase Mandate.
This explanatory statement contains all the information required pursuant to Rule 13.08 of the Listing Rules which is set out as follows:
- EXERCISE OF THE REPURCHASE MANDATE
As at the Latest Practicable Date, the issued and fully-paid share capital of the Company comprised 573,130,000 Shares.
Subject to the passing of the Resolution No. 4B and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 57,313,000 Shares during the period from the date of passing of the Resolution No. 4B as set out in the Notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
- REASONS FOR REPURCHASES
Although the Directors have no present intention of repurchasing any Shares, they believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.
- FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association, and the applicable laws and regulations of the Cayman Islands. The Company may not purchase securities on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
- IMPACT ON WORKING CAPITAL OR GEARING POSITION
The Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report) in the event that the Repurchase Mandate is exercised in full. However, 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 or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
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APPENDIX
EXPLANATORY STATEMENT
5. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the GEM during each of the previous twelve months before the Latest Practicable Date were as follows:
| Shares | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| June 2006 | 0.060 | 0.040 |
| July 2006 | 0.060 | 0.035 |
| August 2006 | 0.050 | 0.040 |
| September 2006 | 0.100 | 0.050 |
| October 2006 | 0.063 | 0.041 |
| November 2006 | 0.116 | 0.049 |
| December 2006 | 0.099 | 0.064 |
| January 2007 | 0.131 | 0.084 |
| February 2007 | 0.105 | 0.083 |
| March 2007 | 0.420 | 0.092 |
| April 2007 | 0.440 | 0.270 |
| May 2007 | 0.420 | 0.245 |
| From 1 June, 2007 to the Latest Practicable Date | 0.370 | 0.255 |
6. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Memorandum and Articles of Association of the Company and the applicable laws and regulations of the Cayman Islands.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.
As at the Latest Practicable Date, no connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell his/her/its Shares to the Company, nor has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
7. THE CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of a share repurchase, such increase will be treated as an acquisition for the purposes of Rule 32 of the Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Code), depending on the level of increase in the Shareholder's interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Code.
APPENDIX
EXPLANATORY STATEMENT
As at the Latest Practicable Date, Mr. Chin Wai Keung, Richard and parties acting in concert with him are interested or deemed to be interested in an aggregate of 234,515,000 Shares, representing approximately 40.92% of the issued share capital of the Company as at the Latest Practicable Date. In the event that the Directors exercise in full the power to repurchase Shares under the proposed Repurchase Mandate, the shareholding of Mr. Chin Wai Keung, Richard and parties acting in concert with him in the Company will be increased to approximately 45.46% of the issued share capital of the Company, an obligation to make a general offer for all the issued Shares may arise. In such an event, the Directors will take all necessary steps to comply with the Listing Rules and the Code. Save as mentioned, the Directors are not aware of any consequence which may arise under the Code as a result of any purchase to be made under the Repurchase Mandate.
The Directors have no present intention to exercise the Repurchase Mandate to such an extent which would affect the minimum public float of the Shares under the Listing Rules.
8. SHARE PURCHASE MADE BY THE COMPANY
No purchases of Shares have been made by the Company in the previous six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.
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