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Hephaestus Holdings Limited Proxy Solicitation & Information Statement 2008
51310_rns_2008-06-27_48bebc01-3da5-4940-a090-01ac2a1d11d2.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
(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.
26 June 2008
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
Letter from the Board ... 3
Appendix I – Biographical details of the Directors proposed for re-election and election ... 7
Appendix II – Explanatory statement for the Repurchase Mandate ... 15
Notice of AGM ... 18
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context requires otherwise:
"AGM"
2008 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 18 July 2008 at 10:00 a.m. or any adjournment thereof
"Annual Report"
the annual report of the Company for the financial year as at 31 March 2008
"Articles of Association"
the articles of association of the Company
"associates"
shall have the meaning as defined in the GEM Listing Rules
"Board"
board of Directors
"Company"
Intelli-Media Group (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Stock Exchange
"Director(s)"
director(s) of the Company
"Extension Mandate"
a general and unconditional mandate to be granted to the Directors as set out in resolution No.4C of the Notice to allot, issue and otherwise deal with the Shares with an aggregate amount not exceeding the aggregate nominal amount of the Shares purchased pursuant to the Repurchase Mandate
"GEM"
Growth Enterprise Market on the Stock Exchange
"GEM Listing Rules"
Rules Governing the Listing of Securities on GEM of the Stock Exchange
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong
"Issue Mandate"
a general and unconditional mandate to be granted to the Directors as set out in resolution no.4A of the Notice to allot, issue, and deal with Shares up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution
DEFINITIONS
| “Latest Practicable Date” | 23 June 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular |
|---|---|
| “Notice” | the notice convening the AGM as set out on pages 18 to 22 of this circular |
| “Repurchase Mandate” | a general and unconditional mandate to be granted to the Directors as set out in resolution no.4B of the Notice to exercise all powers of the Company to repurchase on the Stock Exchange, or any other stock exchange on which the Shares of the Company may be listed, Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution |
| “SFO” | Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s), with voting rights, of HK$0.01 each in the capital of the Company |
| “Shareholder(s)” | holder(s) of the Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “subsidiary” | a subsidiary within the meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) |
| “Takeovers Code” | Code on Takeovers and Mergers issued by the Hong Kong Securities and Futures Commission |
| “%” | per cent |
2
LETTER FROM THE BOARD
智庫媒體集團（控股）有限公司
Intelli - Media Group (Holdings) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
Executive Directors:
Mr. Chin Wai Keung, Richard (Chairman)
Mr. So Wing Lok, Jonathan
Ms. Wong Hoi Yan, Audrey
Mr. Kwong Wai Ho, Richard
Mr. Wong Chung Yu, Denny
Non-executive Director:
Mr. Yin Mark Teh-min
Independent Non-executive Directors:
Mr. Chow Shiu Ki
Mr. Shum Man Ching
Mr. Lai Kai Jin, Michael
Mr. Ng Yat Cheung, JP
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
25 June 2008
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND PROPOSED RE-ELECTION OF DIRECTORS
INTRODUCTION
The purpose of this circular is to provide Shareholders with details regarding the proposed grant of general mandate to allot, issue and deal with Shares and to repurchase Shares and the proposed re-election of Directors to be dealt with at the AGM.
LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
The mandates to issue and repurchase Shares granted at the annual general meeting of the Company held on 20 July 2007 will lapse at the conclusion of the AGM. In this regard, ordinary resolutions nos. 4A, 4B and 4C set out in the notice of AGM will be proposed at the AGM to renew these mandates. With reference to these resolutions, the Directors wish to state that they have no present intention to repurchase any Shares pursuant to the Repurchase Mandates.
At the AGM, ordinary resolutions will be proposed to grant the general mandates (collectively, the "Mandates") to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolution no.4A as set out in the Notice; (ii) to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution no.4B as set out in the Notice; and (iii) to extend the general mandate granted pursuant to resolution no. 4A as set out in the Notice, 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 the resolution no. 4C in the Notice), during the period from the date of passing of the relevant resolutions 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.
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in Appendix II 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 AGM.
RE-ELECTION OF DIRECTORS
The Board currently consists of ten Directors, namely Mr. Chin Wai Keung, Richard, Mr. Wong Chung Yu Denny, Mr. So Wing Lok, Jonathan, Mr. Kwong Wai Ho, Richard and Ms. Wong Hoi Yan, Audrey, being the executive Directors, Mr. Yin Mark Teh-min, being a non-executive Director, and Mr. Shum Man Ching, Mr. Chow Shiu Ki, Mr. Lai Kai Jin, Michael and Mr. Ng Yat Cheung, JP, being the independent non-executive Directors.
Pursuant to Article 99 of the Articles of Association, any Director appointed to fill any casual vacancy shall hold office until the next general meeting of the Company and any Director appointed as an addition to the Board shall hold office until the next annual general meeting of the Company and that any Director who so retires shall not be taken into account in determining the number of Directors who are to retire at such meeting by rotation pursuant to Article 116. As such, Ms. Wong Hoi Yan, Audrey, Mr. Lai Kai Jin, Michael, Mr. Kwong Wai Ho, Richard, Mr. Ng Yat Cheung, JP, Mr. Wong Chung Yu Denny and Mr. Yin Mark Teh-min shall retire at the AGM. Each of such Directors, (except for Ms. Wong Hoi Yan, Audrey) being eligible, will offer themselves for re-election at the AGM. Ms. Wong Hoi Yan, Audrey has
LETTER FROM THE BOARD
indicated that she will not offer herself for re-election at the AGM to pursue other business interests. Ms. Wong Hoi Yan, Audrey has confirmed that she has no disagreement with the Board and there is no matter relating to her retirement that will need to be brought to the attention of the Shareholders.
Pursuant to Article 116 of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being, or, it their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation at least once every three years. As such, Mr. Chin Wai Keung, Richard, Mr. So Wing Lok, Jonathan, Mr. Shum Man Ching and Mr. Chow Shiu Ki shall retire by rotation at the AGM and being eligible, will offer themselves for re-election at the AGM.
Brief biographical details of the Directors proposed for re-election are set out in Appendix I to this circular.
ANNUAL GENERAL MEETING
The AGM shall be held at Unit 706-708, 7/F. Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Friday 18 July 2008 at 10:00 a.m. for the purpose of considering and if thought fit, approving the resolutions to, among others, adopt the proposals for re-election of Directors, approving the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate as set out in the Notice on pages 18 to 22 of this circular.
PROCEDURE FOR DEMANDING A POLL
In accordance with Article 80 of the Articles of Association and the GEM Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the GEM Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any demand for a poll) a poll is duly demanded. A poll may be demanded by:
(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 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 GEM 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)% 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.
LETTER FROM THE BOARD
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 AGM is enclosed with the Annual Report. Whether or not you intend to be present at the AGM, 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, Tricor 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 AGM 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 AGM or any adjourned meeting (as the case may be) should you so wish.
RECOMMENDATION
The Board considers that all of the proposed resolutions to be put forward at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board therefore recommends all Shareholders to vote in favour of all resolutions to be proposed at the AGM.
By Order of the Board
Intelli-Media Group (Holdings) Limited
Chin Wai Keung, Richard
Chairman
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
The biographical details of the Directors proposed for re-election at the AGM are set out as follows:
- MR. CHIN WAI KEUNG RICHARD – EXECUTIVE DIRECTOR
Mr. Chin Wai Keung, Richard (“Mr. Chin”), aged 59, an executive Director and the chairman of the Company and the director of Datewell Limited, CPE Program Distribution Limited and Intelli-Media (HK) Limited, all being subsidiaries of the Company, has over 30 years of extensive management experience in trading, contracting and financing business and over 12 years of experience in taking the positions of managing director of multinational corporations.
Between 2002 and 2004, 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). Mr. Chin was appointed as an executive director of Hung Fung Group Holdings Limited (“Hung Fung”) (now known as Xin Corporation Ltd.) (Stock Code: 1141), a Bermuda incorporated company principally engaged in the designing, manufacturing and selling of toys in December 2000, re-designated as non-executive director of Hung Fung in April 2001 and he subsequently resigned as non-executive director of Hung Fung in December 2001. Mr. Chin was an executive director of Mansion Holdings Limited (now known as 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.
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 were determined by the remuneration committee of the Board 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 337,663,501 Shares, representing approximately 16.50% of the issued share capital of the Company within the meaning of Part XV of the SFO.
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
2. MR. SO WING LOK JONATHAN – EXECUTIVE DIRECTOR
Mr. So Wing Lok, Jonathan (“Mr. So”), aged 42, is an executive Director and the director of Datewell Limited and CPE Program Distribution Limited, being a subsidiary of the Company. Since 2006, Mr. So has been working for Intelli-Media (HK) Limited, also a subsidiary 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 president and 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. 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 to a discretionary bonus which was determined by the remuneration committee of the Board 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. 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 34,301,900 Shares representing approximately 1.68% of the issued share capital of the Company within the meaning of Part XV of the SFO.
3. MR. KWONG WAI HO RICHARD – EXECUTIVE DIRECTOR
Mr. Kwong Wai Ho, Richard (“Mr. Kwong”), aged 45, is an executive Director and a director of Black Sand Enterprises Limited, a subsidiary of the Company. Mr. Kwong is a seasoned finance professional with over 18 years of experience in the banking and finance industry. He was a financial consultant to Lanwa International (Group) Co. Ltd., a mid-sized Chinese property developer, for two years. Before that, he worked with Societe Generale Asia Limited for 9 years where he held the position of director of financial engineering. In that capacity, he served as financial advisor to a number of listed companies whose principal businesses cover a wide range of industries. He has also researched and developed a variety of tax driven structured products which create value-added benefits by arbitrating areas in existing tax, accounting and regulatory frameworks. In addition, Mr. Kwong has a wealth of experience in Asian debt capital markets. Prior to joining the Company, for the period 11 July 2007 to 4 October 2007, Mr. Kwong was an executive director of Tiger Tech Holdings Limited, a company whose shares are listed on the GEM (Stock Code: 8046). Saved as disclosed, Mr. Kwong did not hold any directorship in other listed companies or other major appointments or qualifications in the last three years.
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
Pursuant to the service contract entered into between Black Sand Enterprises Limited, a subsidiary of the Company, and Mr. Kwong dated 18 February 2008, Mr. Kwong is appointed for a fixed term of two years and his appointment will be subject to retirement by rotation and re-election at the next following annual general meeting of the Company in accordance with the Articles of Association. Mr. Kwong will be entitled to an annual remuneration of HK$960,000.00 and will be entitled to discretionary bonus. Mr. Kwong's emoluments were determined by the remuneration committee of the Board with reference to the remuneration policy of the Company which was fixed with reference to his duties and responsibilities with the Company as well as the Company's remuneration policy.
Save as disclosed, as at the Latest Practicable Date, Mr. Kwong does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Kwong does not have any interest in the Shares within the meaning of Part XV of the SFO.
4. MR. WONG CHUNG YU DENNY – EXECUTIVE DIRECTOR
Mr. WONG Chung Yu, Denny ("Mr. Wong"), aged 38 is an executive Director. Mr. Wong earned a Bachelor of Science in Electrical Engineering at Rutgers University and a Master of Business Administration from New York University in the United States. Mr. Wong possesses more than 12 years of experience in the banking and financial industry and has a strong background market investment development. He was previously a senior research analyst for China Construction Bank International Securities Company Limited covering the H-share market strategy and small/mid-cap sectors. Prior to that, Mr. Wong worked for the investment banking division of China Merchant Securities (HK) Limited and had participated in numerous transactions involving mergers and acquisitions, corporate restructuring, and business valuation. Before that, he was vice president and chief financial officer of Mandra Capital Company Limited, a private investment company specializing in PRC industrial and resources investments, and had participated in various transactions including privatization of a state owned enterprise, debt to equity conversion, as well as assessed numerous investment opportunities covering, among others, the healthcare, paper mills, mining, forestry, and property industries. Prior to that, Mr. Wong had worked at Salomon Smith Barney and Citigroup in the United States and Hong Kong as vice president equity research analyst and was a member of the Institutional Investor second ranked equity quantitative research team. In addition, he holds offices as a director with a number of privately held companies that are principally engaged in investment and charitable activities. Saved as disclosed, Mr. Wong 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. Wong on 20 May 2008, the appointment is for an initial term of two years, which is renewable for a term of one year and his appointment is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Wong will be entitled to an annual remuneration of HK$960,000.00 and a discretionary bonus which is determined based on his performance in connection with Mr. Wong's appointment. His emoluments were determined by the remuneration committee of the Board which was fixed with reference to his duties and responsibilities with the Company as well as the Company's remuneration policy.
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
Save as disclosed, as at the Latest Practicable Date, Mr. Wong does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Wong does not have any interest in the Shares within the meaning of Part XV of the SFO.
5. MR. YIN MARK TEH-MIN – NON-EXECUTIVE DIRECTOR
Mr. YIN Mark Teh-min (“Mr. Yin”), aged 38, is a non-executive Director. Mr. Yin has over 17 years of experience as an operational sales and marketing executive. Mr. Yin has held executive management and operational roles at both small and large multinational firms, particularly specializing in high-tech ventures. His experience in the United States and Asia includes business planning and managing large scale projects spanning multiple organizations. Since 2001, he has served as a vice president at Infinera Corporation (NASDAQ: INFN) (“Infinera”), a manufacturer of telecommunications equipment. He was the company’s initial vice president of marketing. In this position, Mr. Yin participated in business activities in relation to financing, key business decisions, product definition, pricing strategies and engaging closely with all customers. Later, he served as a vice president in Asia Pacific sales and market development. Prior to joining Infinera, Mr. Yin served as a sales and marketing executive at Lightera Networks, a technology start-up that was subsequently acquired by Ciena Corporation (NASDAQ: CIEN) and Cisco Systems (through the acquisition of Stratacom). Mr. Yin earned a bachelor of science in electrical engineering at Rutgers University and a master in science in operations research at Stanford University. Saved as disclosed, Mr. Yin did not hold any directorship in other listed companies or other major appointments or qualifications in the last three years.
Pursuant to a letter of appointment entered into between the Company and Mr. Yin on 20 May 2008, the appointment is for an initial term of one year, which is renewable for a term of one year and his appointment is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Yin will be entitled to an annual remuneration of HK$120,000.00 and not be entitled to any bonus in connection with Mr. Yin’s appointment. His emoluments were determined by the Board which was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy.
Save as disclosed, as at the Latest Practicable Date, Mr. Yin does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Yin is interested in 104,000,000 Shares, representing approximately 5.08% of the issued share capital of the Company as at the Latest Practicable Date within the meaning of Part XV of the SFO.
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
6. MR. LAI KAI JIN, MICHAEL – INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Lai Kai Jin, Michael (“Mr. Lai”), aged 38, is an independent non-executive Director. Mr Lai graduated from the National University of Singapore with a LL.B (Hons) degree in 1994 and was called to the Singapore Bar the following year. He joined KhattarWong, one of the largest law firms in Singapore with over 100 professional staff and offices in Singapore, Shanghai, Hanoi and Ho Chih Minh as a partner in 2007. Mr. Lai is also the Singapore editor of Forwarderlaw and a trainer/lecturer in shipping, air law and marine insurance for the Singapore Logistics Association’s continuous training program. Mr. Lai’s practice focuses on marine insurance, shipping and admiralty law and involves handling legal disputes arising out of international trade and transport. Mr. Lai handles a wide array of maritime cases including claims arising out of loss of or damage to cargo, charterparty disputes, bunkering contracts, ship sale and purchase agreements, shipboard personal injuries and accidents, ship construction and repair, freight forwarding and logistics. He also handles claims arising from the carriage of goods by road and by air. Mr. Lai has acted as counsel in numerous cases before the High Court and Court of Appeal of Singapore and in arbitrations. Mr. Lai is presently the chairman of the Advisory Body Legal Matters, FIATA and the Legal Counsel for the Singapore Logistics Association. He sits on the board of directors of EOC Limited (“EOC”) as independent director and a member of each of the remuneration, nomination and audit committees of EOC. EOC is a leading owner and operator of FPSOs and offshore construction based in Asia and is listed on the Oslo Stock Exchange. Mr. Lai has also served on the board of directors of Sembawang Kimtrans Limited, a major Singapore logistics services provider. Saved as disclosed, Mr. Lai did not hold any directorship in other listed companies or other major appointments or qualifications in the last three years.
Pursuant to a letter of appointment entered into between the Company and Mr. Lai on 18 February 2008, Mr. Lai is appointed for a fixed term of one year and his appointment will be subject to retirement by rotation and re-election at the next following annual general meeting of the Company in accordance with the Articles of Association. Mr. Lai will be entitled to an annual remuneration of HK$120,000.00 and will not be entitled to any discretionary bonus. Mr. Lai’s emoluments were determined by the Board with reference to the remuneration policy of the Company which was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy.
Save as disclosed, as at the Latest Practicable Date, Mr. Lai does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Lai does not have any interest in the Shares within the meaning of Part XV of the SFO.
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
7. MR. NG YAT CHEUNG, JP – INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Ng Yat Cheung, JP (“Mr. Ng”), aged 52, is an independent non-executive Director. Mr. Ng received an associate degree in arts in business data processing from Chabot College in the United States in 1981. He holds offices as a director with a number of private companies which are principally engaged in technology, property development, insurance, finance and property holding. Mr. Ng was appointed as an independent non-executive director of Tao Heung Holdings Limited on 1 March 2007, a company whose shares are listed on the Main Board of the Stock Exchange. For the period from 9 February 2004 to 15 August 2005, Mr. Ng was a non-executive director of M Dream Inworld Limited (formerly known as Inworld Group Limited), a company whose shares are listed on the GEM of the Stock Exchange.
Mr. Ng was appointed as an executive director of Gold-Face Holdings Limited (“Gold-Face”) on 4 January 2004, a company whose shares were listed on the Main Board of the Stock Exchange but were subsequently delisted on 20 September 2006. Gold-Face, a company incorporated in Bermuda with limited liability, was principally engaged in the business of property development and investment, operation of a power plant and money lending business in Hong Kong, other regions in the People’s Republic of China and the United Kingdom. The listing of shares of Gold-Face was subsequently cancelled on 20 September 2006 and a winding-up order against Gold-Face was granted by the Court of First Instances in the High Court of the Hong Kong Special Administrative Region (the “Petition”).
Since (a) Mr. Ng was not involved in the Petition or in the events leading to the Petition; (b) Mr. Ng was neither investigated in relation to the Petition nor held liable for any liabilities of Gold-Face and there was no allegation of fraud or impropriety on Mr. Ng’s part during the Petition; (c) Mr. Ng is currently the independent non-executive director of a listed company in Hong Kong and he was a non-executive director of another listed company in Hong Kong in the last three years; and (d) Mr. Ng has been a Justice of Peace since July 2002, the directors of the Company do not consider the above to have any adverse effect on Mr. Ng’s integrity as an independent non-executive Director. In view of the above, the Board considers that Mr. Ng is able to demonstrate a standard of competence commensurate with his position as an independent non-executive director under Rule 5.07 of the GEM Listing Rules and that Mr. Ng will be a valuable addition to the Company as an independent non-executive Director. Saved as disclosed, Mr. Ng did not hold any directorship in other listed companies or other major appointments or qualifications in the last three years.
Pursuant to a letter of appointment entered into between the Company and Mr. Ng dated 13 May 2008, the appointment of Mr. Ng is for an initial term of one year, which is renewable for a term of one year and his appointment is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Mr. Ng will be entitled to an annual remuneration of HK$120,000.00. His emoluments were determined by the Board with reference to the remuneration policy of the Company which was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy. Mr. Ng will not be entitled to any bonus payment.
12
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
Save as disclosed, as at the Latest Practicable Date, Mr. Ng does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Ng does not have any interest in the Shares within the meaning of Part XV of the SFO.
8. MR. SHUM MAN CHING – INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Shum Man Ching (“Mr. Shum”), aged 61, is an independent non-executive Director and also a member of each of the audit and remuneration committee of the Board. Mr. Shum has been in the legal profession for more than 20 years and is conversant with land law, conveyance and contract law. He graduated from the University of Hong Kong with a bachelor degree in Social Sciences. He has been practicing as a solicitor in Hong Kong since 1980 and was also admitted as solicitor by each of the Supreme Court of England and Wales, the Supreme Court of Singapore and the Supreme Court of Australia. During the period from August 2003 to October 2004 he was an independent non-executive director of Dickson Group Holdings Limited which is a listed company on the Stock Exchange (Stock Code: 313). He is currently the legal director of DTZ Debenham Tie Leung Limited. Save as disclosed, Mr. Shum 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. 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 Board 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, 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 within the meaning of Part XV of the SFO.
9. MR. CHOW SHIU KI – INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Chow Shiu Ki (“Mr. Chow”), aged 39, is an independent non-executive Director and the chairman of each of the audit committee and remuneration committee of the Board. 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 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 companies or other major appointments or qualifications in the last three years.
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
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 Board 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 within the meaning of Part XV of the SFO.
Save as disclosed above, the Company is not aware of any other matters that would need to be brought to the attention of the Shareholders or any other information that would need to be disclosed pursuant to the requirements of Rules 17.46A and 17.50 of the GEM Listing Rules.
14
APPENDIX II
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
This is an explanatory statement given to all Shareholders relating to the resolution no. 4B as set out in the Notice to be proposed at the AGM granting the Repurchase Mandate.
This explanatory statement contains all the information required by the GEM 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 2,046,534,023 Shares.
Subject to the passing of resolution no. 4B as set out in the Notice and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 204,653,402 Shares (which amounts to 10% of the issued and fully paid share capital of the Company as at the Latest Practicable Date) during the period from the date of passing of 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 a general meeting of the Company, whichever occurs first.
- REASONS FOR REPURCHASES
Although the Directors have no present intention of repurchasing any Shares, the Directors believe that the granting of 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 the 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.
APPENDIX II
EXPLANATORY STATEMENT
FOR THE REPURCHASE MANDATE
5. PRICE OF THE SHARES
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:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| June 2007 | 0.2630 | 0.1570 |
| July 2007 | 0.1870 | 0.1550 |
| August 2007 | 0.2000 | 0.1100 |
| September 2007 | 0.1370 | 0.0700 |
| October 2007 | 0.1330 | 0.0710 |
| November 2007 | 0.1200 | 0.0750 |
| December 2007 | 0.1110 | 0.0710 |
| January 2008 | 0.1690 | 0.0700 |
| February 2008 | 0.5200 | 0.1500 |
| March 2008 | 0.7500 | 0.2000 |
| April 2008 | 0.8900 | 0.4450 |
| May 2008 | 1.0300 | 0.7300 |
| From 1 June 2008 to the Latest Practicable Date | 0.8600 | 0.6200 |
6. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, they will exercise the Repurchase Mandate in accordance with the GEM 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 GEM 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 GEM 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. EFFECT OF THE TAKEOVERS 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 Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers 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 Takeovers Code.
APPENDIX II
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the single largest Shareholder, Mr. Chin Wai Keung, Richard, held 337,663,501 Shares, representing approximately 16.50% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase its Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of Mr. Chin Wai Keung, Richard in the Company would be increased to approximately 18.33% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code nor reduce the amount of Shares held by the public to less than 25%. Save as mentioned, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any purchase to be made under the Repurchase Mandate.
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.
NOTICE OF ANNUAL GENERAL MEETING
智庫媒體集團（控股）有限公司
Intelli - Media Group (Holdings) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Intelli-Media Group (Holdings) Limited (the "Company") will be held at Unit 706-708, 7/F. Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong on 18 July 2008 at 10:00 a.m. (the "AGM") for the following purposes:
-
To receive and adopt the audited financial statements and the reports of the directors (the "Directors") and auditors of the Company for the year ended 31 March 2008.
-
(a) To re-elect the retiring Directors, being Mr. Chin Wai Keung, Richard, Mr. So Wing Lok, Jonathan, Mr. Kwong Wai Ho, Richard, Mr. Wong Chung Yu, Denny, Mr. Yin Mark Teh-min, Mr. Lai Kai Jin, Michael, Mr. Ng Yat Cheung, JP, Mr. Shum Man Ching and Mr. Chow Shiu Ki, the biographical details of the Directors proposed to be re-elected at the AGM are set out in the circular of the Company dated 26 June 2008.
(b) To authorize the board of directors of the Company (the "Board") to fix the Directors' remuneration.
-
To re-appoint auditors of the Company and to authorise the Board to fix their remuneration.
-
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
A. "THAT:
(a) subject to paragraph (c) of this resolution and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the "Shares") and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution and 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;
18
NOTICE OF ANNUAL GENERAL MEETING
(c) the aggregate nominal value of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued or dealt with by the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution), (ii) the exercise of the right of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into Shares, (iii) the exercise of any options under the Share Option Scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of options to subscribe for, or rights to acquire Shares or, (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of the cash payment for any dividend on Shares pursuant to the articles of association of the Company in force from time to time, shall not in aggregate exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the approval in paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purpose of this resolution:--
“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:--
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the date on which the authority given under this resolution is revoked, varied or renewed by an ordinary resolution of the shareholders of the Company in a general meeting.
“Rights Issue” means the allotment, issue or grant of Shares pursuant to 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 Company or the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions 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 any recognised regulatory body or any stock exchange applicable to the Company).
NOTICE OF ANNUAL GENERAL MEETING
B. "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined in paragraph (c) of this resolution) of all the powers of the Company to repurchase shares of the Company (the "Shares") on the Growth Enterprises Market (the "GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for such purpose, in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any such other stock exchange from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purpose of this resolution:—
"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:—
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the date on which the authority given under this resolution is revoked, varied, or renewed by an ordinary resolution of the shareholders of the Company in a general meeting."
20
NOTICE OF ANNUAL GENERAL MEETING
C. “THAT subject to the passing of the ordinary resolutions Nos. 4A and 4B as set in the notice convening this meeting, the unconditional general mandate granted to the directors of the Company (the “Directors”) to exercise the powers of the Company to allot, issue and deal with additional shares of the Company (the “Shares”) and to make or grant offers, agreements and option pursuant to resolution No. 4A as set in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution No. 4B as set in the notice convening this meeting, provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”
By Order of the Board
Intelli-Media Group (Holdings) Limited
Chin Wai Keung, Richard
Chairman
Hong Kong, 26 June 2008
Principal place of business in Hong Kong:
Unit 706-708
7/F, Westin Centre
26 Hung To Road
Kwun Tong, Kowloon
Hong Kong
Notes:
-
Any member of the Company entitled to attend and vote at the AGM shall be entitled to appoint a person or persons (if he holds two or more Shares) as his proxy or proxies to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the AGM. A proxy need not be a member of the Company.
-
To be valid, a form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be delivered to the Company's share registrar in Hong Kong, Tengis Limited, 26th floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.
-
An explanatory statement containing further details regarding ordinary resolution No. 4B above as required by the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited has been dispatched to members of the Company together with the circular of the Company attaching this notice of AGM.
-
Completion and deposit of the form of proxy shall not preclude a shareholder from attending and voting in person at the AGM if the shareholder so desires and in such event the form of proxy shall be deemed to be revoked.
As at the date of this announcement, the Board comprises five executive Directors, Mr. Chin Wai Keung, Richard, Mr. So Wing Lok, Jonathan, Ms. Wong Hoi Yan, Audrey, Mr. Kwong Wai Ho, Richard, Mr. Wong Chung Yu Denny; one non-executive Director Mr. Yin Mark Teh-min; and four independent non-executive Directors, Mr. Chow Shiu Ki, Mr. Shum Man Ching, Mr. Lai Kai Jin, Michael and Mr. Ng Yat Cheung, JP.
This announcement, for which the directors of the Company (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 of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
This announcement will remain on the page of “Latest Company Announcement” on the GEM website for at least 7 days from the date of its posting.