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Hephaestus Holdings Limited Proxy Solicitation & Information Statement 2009
51310_rns_2009-06-30_fc771f8e-7fe8-4956-b505-e74d0ce7aba4.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.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
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, RE-ELECTION OF DIRECTORS, REFRESHMENT OF THE SCHEME MANDATE LIMIT, AND NOTICE OF ANNUAL GENERAL MEETING
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.
29 June 2009
CHARACTERISTICS OF GEM
CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET ("GEM") OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE")
GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Exchange. 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 and no assurance is given that there will be a liquid market in the securities traded on GEM.
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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 7
Appendix II — Explanatory statement for the Repurchase Mandate 11
Notice of AGM 14
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DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context requires otherwise:
"AGM"
2009 annual general meeting of the Company to be held at Suites 1412-13, Tower 1, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on 22 July 2009 at 11:00 a.m. or any adjournment thereof
"Annual Report"
the annual report of the Company for the financial year as at 31 March 2009
"Articles of Association"
the articles of association of the Company
"associate"
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 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
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DEFINITIONS
| “Latest Practicable Date” | 24 June 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular |
|---|---|
| “Listing Committee” | has the meaning ascribed to it under the GEM Listing Rules |
| “Notice” | the notice convening the AGM as set out on pages 14 to 18 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 |
| “Scheme Mandate Limit” | the maximum number of Shares which may be allotted and issued upon the exercise of all options which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders |
| “SFO” | 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 |
| “Share Option Scheme” | the share option scheme of the Company approved and adopted by the Company on 25 April 2002 |
| “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. Wong Chung Yu, Denny (Chairman)
Mr. Kwong Wai Ho, Richard
Non-executive Director:
Mr. Yin Mark Teh-min
Independent Non-executive Directors:
Mr. Lai Kai Jin, Michael
Mr. Chan Siu Wing, Raymond
Mr. Chu Hung Lin, Victor
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:
Suites 1412-13, Tower 1
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
29 June 2009
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, REFRESHMENT OF THE SCHEME MANDATE LIMIT, AND NOTICE OF ANNUAL GENERAL MEETING
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, the proposed re-election of Directors and the proposed refreshment of the Scheme Mandate Limit 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 18 July 2008 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 six Directors, namely Mr. Wong Chung Yu Denny, Mr. Kwong Wai Ho, Richard being the executive Directors, Mr. Yin Mark Teh-min, being a non-executive Director, and Mr. Lai Kai Jin, Michael, Mr. Chan Siu Wing, Raymond and Mr. Chu Hung Lin, Victor, 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 of the Articles of Association. As such, Mr. Chan Siu Wing, Raymond and Mr. Chu Hung Lin, Victor shall retire at the AGM and being eligible, will offer themselves for re-election at the AGM.
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LETTER FROM THE BOARD
Pursuant to Article 116 of the Articles of Association, at each annual general meeting of the Company, Mr. Kwong Wai Ho, Richard and Mr. Lai Kai Jin, Michael 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.
REFRESHMENT OF THE SCHEME MANDATE LIMIT
Under the GEM Listing Rules, the maximum number of Shares which may be allotted and issued upon the exercise of all options which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders.
Up to the Latest Practicable Date, 5,000,000 options were outstanding representing approximately 0.12% of the existing issued shares of the Company. Since the number of Shares in issue has increased since the previous general meeting of the Company when the Scheme Mandate Limit was last refreshed, the Board proposes to refresh the Scheme Mandate Limit in order to enable the Company to grant further options to eligible participants so as to provide opportunities and incentives to them to work towards enhancing the values of the Company and Shares for the benefit of the Company and the Shareholders as a whole.
As at the Latest Practicable Date, there were 4,346,534,023 Shares in issue. Pursuant to the terms of the Share Option Scheme and in compliance with the GEM Listing Rules, the maximum number of Shares which may be issued upon the exercise of all the options to be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed should be 434,653,402 Shares, being 10% of the Shares in issue and assuming no further issue or repurchase of Shares during the period between the Latest Practicable Date up to and including the date of the AGM.
The proposed refreshment of the Scheme Mandate Limit is conditional upon:
(1) the passing of an ordinary resolution by the Shareholders to approve the proposed refreshment; and
(2) the Listing Committee granting the listing of, and permission to deal in the Shares to be issued pursuant to the exercise of the options granted under the refreshed Scheme Mandate Limit.
Application will be made to the Listing Committee for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options granted under the refreshed Scheme Mandate Limit.
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LETTER FROM THE BOARD
ANNUAL GENERAL MEETING
The AGM shall be held at Suites 1412-13, Tower 1, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Wednesday 22 July 2009 at 11:00 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, the Extension Mandate and the refreshment of the Scheme Mandate Limit as set out in the Notice.
In line with the recent changes to the GEM Listing Rules whereby all resolutions at general meeting must be taken by poll, the chairman of the AGM will demand that a poll be taken in respect of each of the resolutions to be proposed at the AGM for the approval of the ordinary business of an annual general meeting, the re-election of Directors, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the refreshment of the Scheme Mandate Limit.
GENERAL INFORMATION
The Notice is set out on page 14 to 18 of this circular.
A form of proxy for the AGM is enclosed with this circular. 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
Wong Chung Yu, Denny
Chairman
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
The biographical details of the Directors proposed for re-election at the AGM are set out as follow:
- MR. KWONG WAI HO RICHARD — EXECUTIVE DIRECTOR
Mr. Kwong Wai Ho Richard (“Mr. Kwong”), aged 46, is an executive Director of the Company and a director of Black Sand Enterprises Limited. 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 (stock code: 8046).
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’s appointment has no fixed termination date but can be terminated by either party by three months’ written notice to the other party 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 of the Company. Mr. Kwong entitled to an annual remuneration of HK$1,405,000 during the year ended 31 March 2009 and also entitled to discretionary bonus. Mr. Kwong’s emoluments are determined by the remuneration committee of the Company 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.
As at the date of this announcement, Mr. Kwong holds 20,000,000 shares in the share capital of the Company (“Shares”). According to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), representing approximately 0.46% of the issued share capital of the Company.
Save as disclosed above, (a) Mr. Kwong has not previously held any position with the Company or any of its subsidiaries and has not been a director in any other listed company in the past three years; (b) Mr. Kwong is not connected with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company; (c) there is no information relating to Mr. Kwong that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matter in relation to Mr. Kwong’s appointment that needs to be brought to the attention of the shareholders of the Company.
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
2. MR. LAI KAI JIN MICHAEL — INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Lai Kai Jin Michael (“Mr. Lai”), aged 39, an independent non-executive Director, the chairman of the audit committee and a member of the remuneration committee of the Company. 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 an 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.
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 of the Company. Mr. Lai will be entitled to an annual remuneration of HK$120,000. His remuneration was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy. Mr. Lai will not be entitled to any bonus payment.
Save as disclosed above, (a) Mr. Lai has not previously held any position with the Company or any of its subsidiaries and has not been a director in any other listed company in the past three years; (b) Mr. Lai is not connected with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company; (c) there is no information relating to Mr. Lai that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matter in relation to Mr. Lai’s appointment that needs to be brought to the attention of the shareholders of the Company. Save as disclosed above and as at the date of this announcement, Mr. Lai has no interest in the shares of the Company within the meaning of Part XV of the SFO.
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
3. MR. CHAN SIU WING RAYMOND — INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Chan Siu Wing, Raymond (“Mr. Chan”), aged 44, is an independent non-executive Director and the chairman of the audit committee of the Company. Mr. Chan is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants, a Certified Practising Accountant of the CPA Australia, a founding member of Macau Society of Certified Practising Accountant and a member of the Hong Kong Securities Institute. Mr. Chan received a Bachelor of Economics Degree, majoring in accounting and economics, from University of Sydney in 1985. Mr. Chan has over 20 years of experience in the field of accounting, taxation and trust and has been the Chief Operating Officer of Chinachem Group since 15 November 2008. Before joining the Company, he served as senior consultant of International Taxation Advisory Services Limited for over ten years. In 2003, he joined Asiaciti Trust Hong Kong Limited as general manager. Before this appointment, Mr. Chan was the financial controller and company secretary of Hua Xia Healthcare Holdings Limited, a company whose shares are listed on the GEM. Mr. Chan currently holds the position as an executive Director of ENM Holdings Limited as well as the position as an independent non-executive Director of each of Prosperity Investment Holdings Limited and Karce International Holdings Company Limited, both companies whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Cardlink Technology Group Limited, a company whose shares are listed on the GEM of the Stock Exchange. For the period from 18 June 2004 to 22 August 2006, Mr. Chan was an independent non-executive Director of Core Healthcare Holdings Limited (formerly known as Plasmagene Biosciences Limited), a company whose shares are listed on the GEM of the Stock Exchange.
Pursuant to a letter of appointment entered into between the Company and Mr. Chan dated 1 September 2008, the appointment of Mr. Chan 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. Chan will be entitled to an annual remuneration of HK$120,000. His remuneration was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy. Mr. Chan will not be entitled to any bonus payment.
Save as disclosed above, (a) Mr. Chan has not previously held any position with the Company or any of its subsidiaries and has not been a director in any other listed company in the past three years; (b) Mr. Chan is not connected with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company; (c) there is no information relating to Mr. Chan that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the Rules Governing the Listing of Securities on the GEM of the Stock Exchange; and (d) there is no other matter in relation to Mr. Chan’s appointment that needs to be brought to the attention of the shareholders of the Company. As at the date of this announcement, Mr. Chan has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
4. MR. CHU HUNG LIN VICTOR — INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Chu Hung Lin, Victor (“Mr. Chu”), aged 41, is an independent non-executive Director and a member of each of the audit committee and remuneration committee of the Company. Mr. Chu has a diversified experience in the industries of film production, land development, private pre-IPO investment and food and catering. During the period from January 2001 to June 2003, he was the deputy chairman and executive director of Climax International Company Limited, shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 439). Since 2003, he has been actively involved in food and beverage business and has been a shareholder and director of certain private companies. Mr. Chu is responsible for the business development, space allocation and design, product development, marketing and strategic planning of such companies.
Pursuant to a letter of appointment entered into between the Company and Mr. Chu dated 29 May 2009, the appointment of Mr. Chu 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. Chu will be entitled to an annual remuneration of HK$120,000. His remuneration was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy. Mr. Chu will not be entitled to any bonus payment.
As at the date of this announcement, Mr. Chu holds 1,200,000 shares in the share capital of the Company (“Shares”) and his wife holds 3,000,000 Shares. According to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), Mr. Chu is deemed to be interested in 4,200,000 Shares, representing approximately 0.10% of the issued share capital of the Company.
Save as disclosed above, (a) Mr. Chu has not previously held any position with the Company or any of its subsidiaries and has not been a director in the past three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, and he has no other major appointments and professional qualifications; (b) Mr. Chu is not connected with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company; (c) there is no information relating to Mr. Chu that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the Rules Governing the Listing of Securities on the GEM of the Stock Exchange; and (d) there is no other matter in relation to Mr. Chu’s appointment that needs to be brought to the attention of the shareholders of the Company.
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 4,346,534,023 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 434,653,402 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
APPENDIX II
EXPLANATORY STATEMENT
FOR THE REPURCHASE MANDATE
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.
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:
| Shares | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| June 2008 | 0.860 | 0.590 |
| July 2008 | 1.420 | 0.630 |
| August 2008 | 1.110 | 0.620 |
| September 2008 | 0.830 | 0.270 |
| October 2008 | 0.750 | 0.195 |
| November 2008 | 0.315 | 0.125 |
| December 2008 | 0.186 | 0.103 |
| January 2009 | 0.148 | 0.087 |
| February 2009 | 0.097 | 0.079 |
| March 2009 | 0.074 | 0.047 |
| April 2009 | 0.135 | 0.051 |
| May 2009 | 0.196 | 0.095 |
| From 1 June 2009 to the Latest Practicable Date | 0.195 | 0.126 |
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.
APPENDIX II
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
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.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the single largest Shareholder, Ms. Eva Wong, beneficially held 514,960,000 Shares, representing approximately 11.85% 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 Ms. Eva Wong in the Company would be increased to approximately 13.16% 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.
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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 Suites 1412-13, Tower 1, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on 22 July 2009 at 11:00 a.m. (the "AGM") for the following purposes:
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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 2009.
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(a) To re-elect the retiring Directors, Mr. Kwong Wai Ho, Richard, Mr. Lai Kai Jin, Michael, Mr. Chan Siu Wing, Raymand and Mr. Chu Hung Lin, Victor, the biographical details of the Directors proposed to be re-elected at the AGM are set out in the circular of the Company dated 29 June 2009.
(b) To authorize the board of directors of the Company (the "Board") to fix the Directors' remuneration.
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To re-appoint auditors of the Company and to authorise the Board to fix their remuneration.
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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;
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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) 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 during the Relevant Period (as defined in paragraph (c) of this resolution) of all the powers of the Company to repurchase the Shares on the GEM 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."
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 to exercise the powers of the Company to allot, issue and deal with additional 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."
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT subject to and conditional upon the granting by the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options granted under the refreshed scheme mandate limit (the "Scheme Mandate Limit") under the share option scheme approved and adopted by the Company on 25 April 2002 in the manner as set out in paragraph (a) of this resolution below,
(a) the refreshment of the Scheme Mandate Limit of up to 10% of the Shares in issue as at the date of passing of this resolution be and is hereby approved; and
(b) the Directors be and are hereby authorised do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement."
By Order of the Board
Intelli-Media Group (Holdings) Limited
Wong Chung Yu, Denny
Chairman
Hong Kong, 29 June 2009
Principal place of business in Hong Kong:
Suites 1412-13, Tower 1
Times Square,
1 Matheson Street
Causeway Bay
Hong Kong
Notes:
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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.
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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.
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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.
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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.
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NOTICE OF ANNUAL GENERAL MEETING
As at the date of this announcement, the Board comprises two executive Directors, Mr. Kwong Wai Ho, Richard and Mr. Wong Chung Yu Denny; one non-executive Director Mr. Yin Mark Teh-min; and three independent non-executive Directors, Mr. Lai Kai Jin, Michael, Mr. Chan Siu Wing, Raymond and Mr. Chu Hung Lin, Victor.
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.
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