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Melco International Development Limited AGM Information 2004

Nov 29, 2004

49028_rns_2004-11-29_81a8e4a2-f9a2-4852-9105-223a75e7ace7.pdf

AGM Information

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

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Crocodile Garments Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0122)

ANNOUNCEMENT DESPATCH OF NOTICE OF ANNUAL GENERAL MEETING AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board is pleased to announce that the notice of Annual General Meeting of the Company is set out in the Annual Report for the year ended 31st July, 2004 of the Company, which will be despatched on 30th November, 2004 to the shareholders of the Company. In addition, a circular explaining the amendments to the Articles of Association of the Company will also be despatched on 30th November, 2004 to the shareholders of the Company. The notice and the circular are also available for viewing on the website of each of the Stock Exchange at http:// www.hkex.com.hk and the company at http://www.laisun.com

The board of directors (the ‘‘Board’’) of Crocodile Garments Limited (the ‘‘Company’’) is pleased to announce that the notice of annual general meeting (the ‘‘Annual General Meeting’’) of the Company is set out in the Annual Report for the year ended 31st July, 2004 of the Company, which will be despatched on 30th November, 2004 to the shareholders of the Company. In addition, a circular explaining the amendments to the articles of association of the Company (the ‘‘Articles’’) will also be despatched on 30th November, 2004 to the shareholders of the Company. The notice and the circular are also available for viewing on the website of each of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) at http://www.hkex.com.hk and the Company at http://www.laisun.com

The Annual General Meeting of the Company will be held at The Chater Room I, Function Room Level (B1), The Ritz-Carlton Hong Kong, 3 Connaught Road Central, Hong Kong on Wednesday, 29th December, 2004 at 10: 00 a.m. for the following purposes:

  1. To receive and consider the audited financial statements and the reports of the directors and of the auditors for the year ended 31st July, 2004;

  2. To re-elect retiring directors and to fix the directors’ remuneration;

  3. To appoint auditors and to authorise the directors to fix their remuneration;

  4. To grant a general mandate to the directors to issue additional shares not exceeding 20% of the existing issued share capital; and

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  1. To amend Articles 2, 74, 75, 77, 80, 98, 99, 104, 106, 121, 122, 164(C) & (D), 168, 170, 173, 174, 180; and to add Article 91A and Article 176A to comply with the applicable laws and to reflect the amended Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) which became effective from 31st March, 2004 and to bring the Articles up to date and in line with the current practice in Hong Kong.

If the resolution regarding the proposed amendments to the Articles is passed, the Company will be able to do such acts summarized below:

  • (1) To replace the existing definition of ‘‘associate’’ with the one as provided in the amended Listing Rules;

  • (2) To add the definition of ‘‘Listing Rules’’;

  • (3) To replace the words ‘‘the Chief Secretary’’ in the definition of ‘‘newspaper’’ with ‘‘the Chief Secretary for Administration’’;

  • (4) To amend the existing definition of ‘‘recognised clearing house’’ in compliance with the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong);

  • (5) To extend the construction of expressions referring to ‘‘writing’’ or ‘‘printing’’ in the Articles to include representations made in the form of electronic display;

  • (6) To add the construction regarding references to documents being executed in the Articles and references to notice or document.

  • (7) To reflect the new requirement under the amended Listing Rules for taking a poll at general meetings to approve certain transactions;

  • (8) To reflect the restriction on voting by those shareholders whom the Company has knowledge is restricted from voting, as required by the provisions of Appendix 3 to the amended Listing Rules;

  • (9) To reflect the changes as required by section 157B of the Companies Ordinance (as amended);

  • (10)To reflect the changes as required by the provisions of Appendix 3 to the amended Listing Rules so that subject to certain exceptions, a director shall abstain from voting at the board meeting on any contract or arrangement or proposal in which he or any of his associates has a material interest nor shall he be counted towards the quorum of the relevant board meeting;

  • (11)To reflect the changes as required by the provisions of Appendix 3 to the amended Listing Rules which stipulates the minimum seven-day period for lodgment by a shareholder of the notice to nominate a person to be elected as a director and the nomination shall commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven days before the date of such meeting;

  • (12)To allow the proceedings of Board meetings to be carried out with more flexibility;

  • (13)To allow the Company to distribute summary financial reports in place of a full annual report in light of the Listing Rules and to permit the Company to send summary financial reports to shareholders using electronic means;

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  • (14)To permit the Company to send notice or document or otherwise make available corporate communications to shareholders in person, by post, telex or facsimile transmission, electronic communication or press advertisement;

  • (15)To add provision for deemed services on notice or other document delivered by post, electronic communication or press advertisement and to add provision to allow such notice and document to be given to shareholders in either the English or Chinese language;

  • (16)To add provision allowing signature to any notice or document by the Company by way of electronic signature;

  • (17)To expand Directors’ power to destroy certain documents to the extent permitted by the applicable laws;

  • (18)To indemnify the officers of the Company against liabilities incurred in the execution of the duties of his office and to allow the Company to purchase insurance for its officers against the liabilities incurred by them to the extent permitted by section 165 of the Companies Ordinance (as amended).

The above summary of the purposes of the Annual General Meeting is set out only for the information of the shareholders of the Company and is subject to the notice of the Annual General Meeting which will be despatched on 30th November, 2004 to the shareholders of the Company and to which the shareholders of the Company should refer.

By Order of the Board Crocodile Garments Limited Yeung Kam Hoi Company Secretary

Hong Kong, 30th November, 2004

As at the date of this announcement, the Board comprises ten directors, of which four are executive directors, namely Mr. Lim Por Yen, Mr. Lam Kin Ming, Mr. Lam Kin Ngok, Peter and Mr. Lam Kin Hong, Matthew; three are non-executive directors, namely Madam U Po Chu, Mr. Shui Kai Wah, Mr. Chiu Wai; and three are independent non-executive directors, namely Mr. Wan Yee Hwa, Edward, Mr. Yeung Sui Sang and Mr. Chow Bing Chiu.

Please also refer to the published version of this announcement in the (The Standard)

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