i-Cable Communications Limited — Proxy Solicitation & Information Statement 2016

Mar 22, 2016

IMPORTANT

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.

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i-CABLE COMMUNICATIONS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1097)

Directors:

Mr. Stephen T. H. Ng (Chairman & Chief Executive Officer)

Mr. William J. H. Kwan (Chief Financial Officer)

Mr. Herman S. M. Hu, BBS, JP *

• Mr. Roger K. H. Luk, BBS, JP *

Registered Office: 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong

• Mr. Sherman S. M. Tang*

• Mr. Paul Y. C. Tsui

• Mr. Patrick Y. W. Wu*

• (* Independent Non-executive Directors)

23 March 2016

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS GENERAL MANDATES FOR BUY-BACK AND ISSUE OF SHARES AND NOTICE OF ANNUAL GENERAL MEETING

• (1) The purpose of this Circular is to provide you with the information in connection with the ordinary resolutions to be proposed at the forthcoming annual general meeting of i-CABLE Communications Limited (the “ Company ”; together with its subsidiaries, the “ Group ”) to be held on 27 April 2016 (the “ AGM ”) to, inter alia , (i) re-elect retiring directors of the Company and (ii) grant general mandates to buy back shares and to issue new shares of the Company.

• (2) Three directors of the Company (the “ Directors ”), namely, Mr. William J. H. Kwan, Mr. Roger K. H. Luk and Mr. Sherman S. M. Tang (the “ Retiring Directors ”), will retire from the board of Directors (the “ Board ”) by rotation and are proposed to be re-elected at

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the AGM. The Retiring Directors do not have any fixed term of service with the Company. Therefore, after re-election at the AGM, they will continue to be Directors for an unspecified term but subject to retirement from the Board at annual general meetings of the Company on the lapse of two or three years. So far as the Directors are aware, save as disclosed below, as at 16 March 2016 (being the latest practicable date for determining the relevant information in this Circular) (the “ Latest Practicable Date ”), (i) none of the Retiring Directors had any interest (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”)) in the securities of the Company; (ii) none of the Retiring Directors held, nor in the past three years held, any directorship in any listed public company or held any other major appointments or qualifications; (iii) none of the Retiring Directors had any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company; and (iv) in relation to the proposed re-election of the Retiring Directors, there is no information which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), and there is no other matter which needs to be brought to the attention of the shareholders of the Company (the “ Shareholders ”).

Set out below is relevant information relating to the Retiring Directors proposed to be re-elected at the AGM:

Mr. William Jut Ho KWAN , aged 52, was appointed Chief Financial Officer in January 2006 and a Director of the Company in February 2007. He is responsible for finance, accounting, planning, corporate development, investor relations, broadcasting and engineering operations, commercial dealings with acquired channels, human resources, administration, legal and regulatory affairs. He is also a director of certain subsidiaries of the Company.

Mr. Kwan receives from the Company a Director’s fee at such rate as approved by the Board from time to time, currently being HK$60,000 per annum. Under the existing service contract between the Group and Mr. Kwan, the total amount of his emolument, inclusive of basic salary and various allowances etc., is about HK$2.23 million per annum. In addition, a discretionary bonus is normally payable to Mr. Kwan with the amount of such bonus to be fixed unilaterally by the employer in each year. The amount of the emolument payable to Mr. Kwan is determined by reference to the range of remuneration package normally granted by employers in Hong Kong to a senior executive of comparable calibre and job responsibilities.

Mr. Roger Koon Hoo LUK , BBS, JP , aged 64, has been an Independent Non-executive Director (“ INED ”) of the Company since 2010. He also serves as the chairman of the Company’s Audit Committee and a member of each of the Company’s Compensation Committee and Nomination Committee. He has over 30 years of comprehensive experience in accounting and financial management. He joined Hang Seng Bank in 1975, became the bank’s director and deputy chief executive in 1994 and then became managing director and deputy chief executive of the bank in 1996 until his retirement in May 2005. Mr. Luk is an INED of three companies publicly listed in Hong Kong, namely, China Properties Group Limited, Computime Group Limited and Hung Hing Printing Group

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Limited, and also an INED of AXA General Insurance Hong Kong Limited and Octopus Cards Limited. Mr. Luk was formerly an INED of Wheelock Properties Limited (formerly a listed public company until it became a wholly-owned subsidiary of Wheelock and Company Limited in July 2010) from February 2008 to July 2010. He also serves as a council member and the treasurer of The Chinese University of Hong Kong, and a member of The Town Planning Board. Mr. Luk also served in the past on the Court and Council of Hong Kong Baptist University, the Advisory Committee on New Broad-based Taxes, the Personal Data (Privacy) Advisory Committee, the Central Policy Unit of the Hong Kong Government, the Statistics Advisory Board, the Broadcasting Authority, the Advisory Committee and the Investor Education Advisory Committee of the Securities and Futures Commission and the Barristers Disciplinary Tribunal Panel. He was an appointed member of the Hong Kong Legislative Council from 1992 to 1995, and also a member of the first Election Committee of the Legislative Council.

Mr. Luk graduated with a Bachelor of Social Sciences Degree in Statistics from The University of Hong Kong and also holds a Master of Business Administration Degree granted by The Chinese University of Hong Kong. He is also a Non-official Justice of the Peace and was awarded the honour of Bronze Bauhinia Star in 2004 in recognition of his contributions to public services.

Mr. Luk receives from the Company a Director’s fee and an Audit Committee member’s fee at such rates as approved by the Board from time to time, currently being HK$60,000 and HK$20,000 per annum respectively. The relevant fee(s) payable to him is/are determined by reference to the level of fee normally payable by a listed company in Hong Kong to a director, including an INED. Mr. Luk has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director’s fee and Audit Committee member’s fee.

Mr. Sherman Sing Ming TANG , aged 58, has been appointed an INED of the Company since 2014. He is chairman and chief executive officer of Epicurean and Company, Limited, a company listed on the Stock Exchange. He holds a Master degree in Electrical Engineering and a degree of Doctor in Medicine from the University of Southern California, the United States of America. Mr. Tang is a seasoned entrepreneur in the hospitality industry and currently owns a well-established management and consultancy group in Hong Kong which creates and operates a wide variety of food and beverage concepts. He has over 20 years of experience in investment and operation of restaurants, cafes and bars.

Mr. Tang receives from the Company a Director’s fee at such rate as approved by the Board from time to time, currently being HK$60,000 per annum. The relevant fee(s) payable to him is/are determined by reference to the level of fee normally payable by a listed company in Hong Kong to a director, including an INED. Mr. Tang has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director’s fee.

• (3) At the annual general meeting of the Company held on 11 May 2015, ordinary resolutions were passed giving general mandates to the Directors (i) to buy back shares of the Company on the Stock Exchange (or any other stock exchange(s) on which the securities

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of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for that purpose) of up to 10% of the number of shares of the Company in issue as at 11 May 2015; and (ii) to allot, issue and otherwise deal with shares subject to a restriction that the aggregate number of shares to be allotted or agreed to be allotted must not exceed the aggregate of (a) 20% of the number of shares of the Company in issue as at 11 May 2015, plus (b) (authorised by a separate ordinary resolution as required by the Listing Rules) the number of any shares bought back by the Company since the granting of the general mandate for issue of shares.

Pursuant to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Listing Rules, these general mandates will lapse at the conclusion of the AGM, unless renewed at that meeting. As such, resolutions will be proposed at the AGM to renew the mandates mentioned above. An explanatory statement as required under the Listing Rules to provide the requisite information in connection with the proposed buy-back mandate is set out in the Appendix to this Circular.

• (4) Notice of the AGM is set out on pages 7 to 10 of this Circular. A form of proxy for use at the AGM is enclosed herein. Whether or not you intend to attend the AGM or any adjournment thereof, you are requested to complete the form of proxy and return it to the registered office of the Company in accordance with the instructions printed thereon not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time fixed for the holding of the AGM or any adjournment thereof. Completion of the form of proxy and its return to the Company will not preclude you from attending, and voting at, the AGM or any adjournment thereof if you so wish.

• (5) The Directors believe that the proposed resolutions in relation to the re-election of the Retiring Directors and the general mandates in respect of the buy-back and issue of shares to be put forward at the AGM are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend you to vote in favour of all the relevant resolutions to be proposed at the AGM.

Yours faithfully, Stephen T. H. Ng Chairman & Chief Executive Officer

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APPENDIX

EXPLANATORY STATEMENT

The following is the Explanatory Statement required to be sent to the Shareholders under the Listing Rules which provides requisite information in connection with the proposed general mandate for buy-back of shares and also constitutes the Memorandum required under Section 239 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). References in this Statement to “ Share(s) ” mean ordinary share(s) of the Company:

• (i) It is proposed that the general buy-back mandate will authorise the buy-back by the Company of up to 10% of the number of Shares in issue at the date of passing the resolution to approve the general buy-back mandate (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of the resolution). As at 16 March 2016, being the Latest Practicable Date, the number of Shares in issue was 2,011,512,400 Shares. On the basis of such figure (and assuming no new Shares will be issued and no Share will be bought back after the Latest Practicable Date and up to the date of passing such resolution), exercise in full of the general buy-back mandate would result in the buy-back by the Company of up to 201,151,240 Shares.

• (ii) The Directors believe that the general authority from the Shareholders to enable buy-back of Shares is in the best interests of the Company and the Shareholders. Buy-backs may, depending on the circumstances and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share. The Directors are seeking the grant of a general mandate to buy back Shares to give the Company the flexibility to do so if and when appropriate. The number(s) of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

• (iii) The funds required for any buy-back would be derived from the distributable profits of the Company or such other fundings legally available for such purpose in accordance with the Company’s constitutive documents and the applicable laws of Hong Kong.

• (iv) There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent audited financial statements for the year ended 31 December 2015 being forwarded to the Shareholders together with this Circular) in the event that the general buy-back mandate was exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the general buy-back mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing level which in the opinion of the Directors is from time to time appropriate for the Company.

• (v) There are no Directors or (to the best of the knowledge of the Directors) any close associates (as defined in the Listing Rules) of the Directors who have a present intention, in the event that the general buy-back mandate is granted by the Shareholders, to sell Shares to the Company.

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• (vi) The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-backs pursuant to the general buy-back mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.

• (vii) As at the Latest Practicable Date, as recorded in the register required to be kept by the Company under Part XV of the SFO, The Wharf (Holdings) Limited, being the controlling shareholder of the Company, was interested in more than 50% of the Shares of the Company in issue. The Directors are not aware of any consequences which would arise under the Hong Kong Code on Takeovers and Mergers as a consequence of any buy-backs pursuant to the general buy-back mandate.

• (viii) No buy-back has been made by the Company of Shares in the six months prior to the Latest Practicable Date.

• (ix) No core connected persons (as defined in the Listing Rules) of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell Shares to the Company in the event that the general buy-back mandate is granted by the Shareholders.

• (x) The highest and lowest prices at which Shares were traded on the Stock Exchange in each of the previous twelve months are as follows:

	Highest	Lowest
	(HK$)	(HK$)
March 2015	0.7100	0.6200
April 2015	0.9100	0.7100
May 2015	0.8400	0.7500
June 2015	0.8300	0.7300
July 2015	0.7500	0.4900
August 2015	0.6800	0.4800
September 2015	0.5800	0.4850
October 2015	0.5800	0.5100
November 2015	0.5600	0.5000
December 2015	0.5300	0.4700
January 2016	0.5000	0.4000
February 2016	0.4950	0.4050

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i-CABLE COMMUNICATIONS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of i-CABLE Communications Limited will be held in the Centenary Room, Ground Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, on Wednesday, 27 April 2016 at 3:30 p.m. for the following purposes:

• (1) To receive and consider the Financial Statements and the Reports of the Directors and Auditors for the financial year ended 31 December 2015.

• (2) To re-elect retiring Directors.

• (3) To appoint Auditors and authorise the Directors to fix their remuneration.

And to consider and, if thought fit, to pass with or without modification the following resolutions as ordinary resolutions:

• (4) “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to buy back shares in the capital of the Company be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares which may be bought back on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate number of ordinary shares of the Company in issue at the date of passing this Resolution (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of this Resolution), and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution, “ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

  • (aa) the conclusion of the next Annual General Meeting of the Company;

  • (bb) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and

  • (cc) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”

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(5) “ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options, warrants and other securities which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements, options, warrants and other securities which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of:

• (aa) 20% of the aggregate number of ordinary shares of the Company in issue at the date of passing this Resolution (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of this Resolution); plus

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of shares of the Company bought back by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the aggregate number of ordinary shares of the Company in issue at the date of passing this Resolution) (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of this Resolution),

and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

• (aa) the conclusion of the next Annual General Meeting of the Company;

• (bb) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and

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• (cc) the revocation or variation of the approval given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and

“ Rights Issue ” means an offer of shares, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Company or by the Directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

• (6) “ THAT the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares of the Company pursuant to ordinary resolution (5) set out in the notice convening this meeting be and is hereby extended by the addition thereto of such further additional shares as shall represent the aggregate number of shares of the Company bought back by the Company subsequent to the time of passing the said ordinary resolution (5), provided that the number of shares so added shall not exceed 10% of the aggregate number of ordinary shares of the Company in issue at the date of passing ordinary resolution (4) set out in the notice convening this meeting (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of the said ordinary resolution (4)).”

By Order of the Board Kevin C. Y. Hui Company Secretary

Hong Kong, 23 March 2016

Registered Office: 16th Floor, Ocean Centre,

Harbour City, Canton Road, Kowloon, Hong Kong

Notes:

• (a) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint, at his/her own choice, another person as his/her proxy to attend and to speak, and in the event of a poll, to vote in his stead. A proxy needs not be a member of the Company. He/she may appoint separate proxies to represent respectively such number of shares in the Company registered under his/her name. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of that power of attorney or authority) must be deposited at the Company’s registered office at 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong, not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for the holding of the meeting or adjourned meeting.

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• (b) With reference to the Ordinary Resolution proposed under item (2) above, Mr. William J. H. Kwan, Mr. Roger K. H. Luk and Mr. Sherman S. M. Tang will retire from the board of directors of the Company and are proposed to be re-elected at the forthcoming Annual General Meeting.

• (c) With reference to the Ordinary Resolution proposed under item (5) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company pursuant to the mandate to be given thereunder.

• (d) The Register of Members of the Company will be closed from Monday, 25 April 2016 to Wednesday, 27 April 2016, both days inclusive, during which period no transfer of shares of the Company can be registered. In order to ascertain shareholders’ rights for the purpose of attending and voting at the forthcoming Annual General Meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Registrars, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Friday, 22 April 2016.

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