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Samsonite Group S.A. Proxy Solicitation & Information Statement 2002
50259_rns_2002-05-02_25370a08-6b2e-461c-a00a-98d10aac45fa.pdf
Proxy Solicitation & Information Statement
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Ocean Shores Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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.
A copy of this circular has been delivered to and registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance of Hong Kong and has also been filed with the Registrar of Companies in Bermuda in accordance with the Companies Act 1981 of Bermuda. The Registrar of Companies in Hong Kong, the Securities and Futures Commission in Hong Kong and the Registrar of Companies in Bermuda take no responsibility as to the contents thereof.
OCEAN SHORES GROUP LIMITED
(incorporated in Bermuda with limited liability)
PROPOSED CHANGE OF COMPANY NAME,
ADOPTION OF CHINESE NAME,
INCREASE IN AUTHORIZED SHARE CAPITAL, BONUS ISSUE OF WARRANTS
AND AMENDMENT OF BYE-LAWS OF THE COMPANY
A notice convening a special general meeting of Ocean Shores Group Limited to be held on Monday, 27 May, 2002 at 11:15 a.m. at Units 609-610 Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong (or so soon thereafter as the annual general meeting of Ocean Shores Group Limited convened for the same day and at the same place shall have concluded or been adjourned) is set out on pages 21 to 24 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Standard Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy shall not preclude you from attending and voting at the special general meeting if you so wish.
4 May, 2002
CONTENTS
Page
Expected timetable ... ii
Definitions ... 1
Letter from the Board
Introduction ... 3
Proposed change of company name ... 4
Proposed adoption of chinese name ... 4
Proposed increase in the authorized share capital ... 5
Proposed bonus warrant issue ... 5
Amendment to the bye-laws ... 8
Special general meeting ... 9
Documents available for inspection ... 9
Recommendation ... 9
Additional information ... 9
Appendix — Summary of the principal terms of the Warrants ... 10
Notice of Special General Meeting ... 21
— i —
EXPECTED TIMETABLE
2002
Last day of dealings in Shares cum entitlements to the
Bonus Warrant Issue ………………………………………… Thursday, 16 May
First day of dealings in Shares ex-entitlements to the
Bonus Warrant Issue ………………………………………… Friday, 17 May
Latest time for lodging transfers of Share for registration
for entitlements to the Bonus Warrant Issue ……………… 4:00 p.m. on Tuesday, 21 May
Closure of register of members (both days inclusive)
from …………………………………………………………… Wednesday, 22 May
to ………………………………………………………………… Monday, 27 May
Latest time for returning proxy forms for the
Special General Meeting ………………………………… 11:15 a.m. Saturday, 25 May
Record Date ……………………………………………………… Monday, 27 May
Special General Meeting ………………………………… 11:15 a.m. Monday, 27 May
(or soon thereafter as the annual general meeting of the Company
convened for the same day and at the same place
shall have concluded or been adjourned)
Despatch of certificates for the Warrants on or before ………………… Monday, 17 June
Commencement of dealings in the Warrants ………………………… Thursday, 20 June
— ii —
DEFINITIONS
In this circular, the following expressions have the following meanings:
"Board"
the board of Directors or a duly authorised committee of the board of Directors
"Bonus Warrant Issue"
a bonus issue of Warrants by the Company to Shareholders (other than Overseas Shareholders) whose names appear on the Register at the close of business on the Record Date on the basis of one Warrant carrying the subscription rights of HK$3.60 per Share (equivalent to the initial subscription price for one Share, subject to adjustments) for every five existing Shares held on that date
"Business Day"
a day upon which the Stock Exchange is open for securities trading
"Bye-Laws"
the bye-laws of the Company
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Company"
Ocean Shores Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange
"Companies Act"
the Companies Act 1981 of Bermuda
"Directors"
the directors of the Company
"Group"
the Company and its subsidiaries
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
30 April, 2002, being the latest practicable date prior to the printing of this circular for the determination of certain information included in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Overseas Shareholders"
Shareholders whose addresses as shown on the Register at the close of business on the Record Date are outside Hong Kong
— 1 —
DEFINITIONS
"Proposals"
collectively, the proposed (i) change of the name of the Company to "Riche Multi-Media Holdings Limited", (ii) adoption of the Chinese name of “豐采多媒體集團有限公司” as the Chinese name of the Company for registration in Hong Kong, (iii) increase in the authorized share capital of the Company, (iv) Bonus Warrant Issue, and (v) amendment of Bye-Laws
"Record Date"
27 May, 2002, being the date for determination of entitlements to the Bonus Warrant Issue
"Register"
the register of members of the Company, including the branch share register maintained in Hong Kong by the Registrar
"Registrar"
Standard Registrars Limited, the Company’s branch share registrar in Hong Kong
"Share(s)"
share(s) of HK$0.10 each in the share capital of the Company
"Shareholder(s)"
holder(s) of Share(s)
"Special General Meeting"
the special general meeting of the Company to be held on Monday, 27 May, 2002, notice of which is set out on pages 21 to 24 of this circular
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Subscription Period"
the period from the day of issue of the Warrants (which is expected to be 17 June, 2002) up to 16 June, 2005 (both days inclusive)
"Warrants"
warrants to be constituted by an instrument by way of deed poll to be executed by the Company and to be issued to Shareholders (other than Overseas Shareholders) by way of bonus by the Company as described herein of subscription rights, entitling the holder(s) to subscribe at any time during the Subscription Period for fully paid Shares at an initial subscription price of HK$3.60 per Share (subject to adjustments) and otherwise on the terms set out in the instrument, a summary of which is set out in the Appendix to this circular
"HK$" and "cents"
Hong Kong dollars and cents respectively
— 2 —
LETTER FROM THE BOARD
OCEAN SHORES GROUP LIMITED
(Incorporated in Bermuda with limited liability)
Executive Directors:
Mr. Heung Wah Keung (Chairman)
Ms. Chen Ming Yin, Tiffany (Vice Chairman)
Mr. Lei Hong Wai (Chief Executive Officer)
Registered Office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Independent non-executive Directors:
Mr. Wong Yuen
Mr. Lai Hok Lim
Mr. Tang Chak Lam, Gilbert
Principal place of business:
Units 609-610
Miramar Tower
132 Nathan Road
Tsimshatsui
Kowloon
Hong Kong
4 May, 2002
Dear Sir or Madam,
PROPOSED CHANGE OF COMPANY NAME, ADOPTION OF CHINESE NAME, INCREASE IN AUTHORIZED SHARE CAPITAL, BONUS ISSUE OF WARRANTS AND AMENDMENT OF BYE-LAWS
INTRODUCTION
The Directors on 29 April, 2002 announced that the Directors propose to:
(a) change the name of the Company to "Riche Multi-Media Holdings Limited",
(b) adopt the Chinese name of “豊采多媒體集團有限公司” as the Chinese name of the Company for registration in Hong Kong,
(c) increase the authorized share capital of the Company from HK$100,000,000 comprising 1,000,000,000 Shares to HK$200,000,000 comprising 2,000,000,000 Shares by the creation of an additional 1,000,000,000 Shares, and
LETTER FROM THE BOARD
(d) create and issue Warrants to existing Shareholders (other than Overseas Shareholders) by way of bonus on the basis of one bonus Warrant for every five existing Shares held.
The Directors further propose that certain amendment be made to bye-law 148 of the Bye-Laws so as to provide the Company with flexibility to raise capital from Shareholders in future.
The purpose of this circular is to provide Shareholders with further information in relation to each of the Proposals and to give Shareholders notice of the Special General Meeting, at which resolutions will be proposed for the approval of each of the Proposals.
PROPOSED CHANGE OF COMPANY NAME
The Directors consider that, following the change of control of the Company last year, as announced by the Company on 30 August, 2001, it would be appropriate for the Company to adopt a new name. Accordingly, the Directors propose that, subject to the passing of a special resolution by Shareholders at the Special General Meeting and the approval of the Registrar of Companies in Bermuda, the name of the Company be changed to “Riche Multi-Media Holdings Limited” to reflect the investment objective and business of the Group which focuses on sub-licensing of video programme rights, distribution of film exhibition and developing the multi-media business.
Effect of the name change
Upon the change of name becoming effective, all existing share certificates bearing the existing name of the Company will continue to be evidence of title to the Shares and to be valid for trading and settlement purposes. Once the change of name has become effective, any new share certificate of the Company will be issued in the new name. An announcement will be made when the change of name becomes effective.
PROPOSED ADOPTION OF CHINESE NAME
As an overseas company is now allowed to register a Chinese name in Hong Kong notwithstanding the fact that only the English name appears on its certificate of incorporation, the Directors propose to seek Shareholders’ approval of the adoption of “豊采多媒體集團有限公司” as the Chinese name of the Company for the purpose of registration in Hong Kong.
Effect of the adoption of the Chinese name
As the proposed adoption of the Chinese name will not have any effect on the rights of the Shareholders, existing share certificates of the Company bearing only the English name of the Company shall continue to be evidence of title to the Shares and be accepted for trading and settlement purposes. Accordingly, there would not be any arrangement for free exchange of share certificates of the Company upon completion of the adoption of the Chinese name.
— 4 —
LETTER FROM THE BOARD
The adoption of the Chinese name by the Company is subject to the passing of a special resolution by Shareholders at the Special General Meeting and the approval of the Registrar of Companies in Hong Kong. An announcement will be made when the adoption of the Chinese name becomes effective.
PROPOSED INCREASE IN THE AUTHORIZED SHARE CAPITAL
In order to accommodate further expansion and growth of the Company (including the issue of Shares upon exercise of the subscription rights attaching to the Warrants), the Directors propose that the authorized share capital of the Company be increased from HK$100,000,000 comprising 1,000,000,000 Shares to HK$200,000,000 comprising 2,000,000,000 new Shares by the creation of an additional 1,000,000,000 new Shares, which will rank pari passu with the existing Shares.
The Directors have no present intention to allot, issue or otherwise deal with any of the unissued Shares. The increased authorized share capital of the Company will make it more convenient for the Company to raise additional working capital through the issue of Shares.
PROPOSED BONUS WARRANT ISSUE
It is proposed that, subject to the conditions mentioned below, the Warrants will be issued by way of bonus to Shareholders whose names appear on the Register on the Record Date (other than Overseas Shareholders) on the basis of one Warrant carrying the subscription rights of HK$3.60 per Share (equivalent to the initial subscription price for one Share, subject to adjustments) for every five Shares held on that date.
Each Warrant will entitle the holder thereof to subscribe in cash for fully paid Shares at an initial subscription price of HK$3.60 per Share, subject to adjustments, at any time during the Subscription Period.
The initial subscription price of the Warrants of HK$3.60 per Share represents a premium of approximately 12.5 per cent. to the closing price of HK$3.20 per Share as quoted on the Stock Exchange on the Latest Practicable Date and a premium of approximately 18.03 per cent. to the average closing price of HK$3.05 per Share as quoted on the Stock Exchange for the last 10 trading days prior to and including the Latest Practicable Date.
Based on 475,200,000 Shares in issue as at the Latest Practicable Date, and assuming no further Shares are issued and no Shares are repurchased after the Latest Practicable Date and up to the Record Date, 95,040,000 units of Warrants carrying rights to subscribe up to an aggregate of HK$342,144,000 for new Shares will be issued pursuant to the Bonus Warrant Issue. Full exercise of the Warrants at the initial subscription price of HK$3.60 per Share would result in the issue of up to 95,040,000 Shares and the receipt by the Company of up to approximately HK$342,144,000, before expenses.
— 5 —
LETTER FROM THE BOARD
The Company intends to apply any subscription moneys received as and when the subscription rights attaching to the Warrants (if any) are exercised towards any appropriate investment opportunities then available to the Group and/or general working capital of the Group depending on its requirements as the relevant time.
The Warrants will be created by an instrument by way of deed poll to be executed by the Company and are proposed to be issued in registered form subject to the terms and conditions set out in the instrument. The subscription rights attaching to the Warrants may be exercised at any time on or after 17 June, 2002 up to and including 16 June, 2005. Any subscription rights attaching to the Warrants which have not been exercised on or before 16 June, 2005 will thereafter lapse and the relevant Warrants will cease to be valid for any purpose. The Shares which fall to be issued upon exercise of the subscription rights attaching to the Warrants will rank pari passu in all respects with the then existing issued Shares.
Apart from the Shares which may be issued pursuant to the exercise of the options granted and to be granted under the new share option scheme of the Company adopted on 21 January, 2002, and the Shares which may fall to be issued upon conversion of the outstanding convertible notes of the Company (as announced by the Company on 8 February, 2002), there are no other outstanding options or convertible securities of the Company in issue which carry rights to subscribe for Shares.
Fractional entitlements to the bonus Warrants (if any) will not be granted to Shareholders but will, where practicable, be aggregated and sold in the market for the benefit of the Company.
A summary of the particulars of the Warrants, including the circumstances in which the subscription price may be adjusted, is set out in the Appendix to this circular.
Overseas Shareholders
This circular will not be registered or filed under the securities legislation of any jurisdiction other than Hong Kong and Bermuda. The Directors, having reviewed the Register, have determined that the territories in which the Overseas Shareholders are resident require or may require compliance with applicable regulations or other special formalities, the absence of which would or may render the offer of the Warrants unlawful or impracticable under the laws of such territories. Overseas Shareholders will not be entitled to the proposed Bonus Warrant Issue whatsoever, and no bonus Warrants will be issued to any Overseas Shareholder.
Arrangements will be made for the Warrants which would otherwise have been issued to the Overseas Shareholders to be sold in the market as soon as practicable if any net proceeds, after deduction of expenses, can be obtained. Any net proceeds of sale, after deduction of expenses, will be distributed in Hong Kong dollars pro rata to such persons and remittances thereof will be posted to them, at their own risk, unless the amount falling to be distributed to any such person is less than HK$100, in which case it will be retained for the benefit of the Company.
— 6 —
LETTER FROM THE BOARD
Conditions of the proposed Bonus Warrant Issue
The proposed Bonus Warrant Issue will be conditional upon:
(a) the approval of Shareholders at the Special General Meeting in respect of the Bonus Warrant Issue;
(b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Warrants and the new Shares which may fall to be issued upon exercise of the subscription rights attaching to the Warrants; and
(c) the Bermuda Monetary Authority granting the permission for the issue of Warrants and the new Shares falling to be issued upon exercise of the subscription rights attaching to the Warrants.
In granting any permission and/or accepting this circular for filing, neither the Bermuda Monetary Authority nor the Registrar of Companies in Bermuda accepts any responsibility for the financial soundness of the Group or for the correctness of the statements made or opinion expressed in this circular.
Closure of Register
The Register will be closed from 22 May, 2002 to 27 May, 2002, both days inclusive, in order to determine entitlements to the Bonus Warrant Issue, during which period no transfers of Shares can be registered. The last day of dealings in Shares cum entitlements to the Bonus Warrant Issue will be 16 May, 2002.
To qualify for the Bonus Warrant Issue, all transfers of Shares accompanied by the relevant share certificates of the Company should be lodged with the Registrar at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, not later than 4:00 p.m. on 21 May, 2002.
In the absence of any specific instruction to the contrary received in writing by the Registrar, certificates in respect of the Bonus Warrants will be sent to the persons entitled thereto at their respective addresses shown in the Register, in the case of joint holders, to the address of the joint holder whose name stands first in the Register in respect of the joint holding.
Listing and dealings
Application has been made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Warrants and the Shares which may fall to be issued upon exercise of any of the subscription rights attaching to the Warrants. All necessary arrangements, including an application, will be made to HKSCC to enable the Warrants and the Shares which may fall to be issued upon exercise of any of the subscription rights attaching to the Warrants to be accepted by HKSCC as eligible securities for deposit, clearance and settlement in CCASS.
— 7 —
LETTER FROM THE BOARD
It is expected that certificates for the Warrants will be posted on or about 17 June, 2002 at the risk of the persons entitled thereto to their respective addresses registered on the Register, in the case of joint holders, to the address of the joint holder whose name stands first in the Register in respect of the joint holding. Dealings in the Warrants on the Stock Exchange are expected to commence on 20 June, 2002. The Warrants will be traded in board lots of 2,000 units entitling the holder thereof to subscribe an amount of HK$7,200 for Shares, representing the aggregate subscription price for 2,000 Shares on the basis of an initial subscription price of HK$3.60 per Share (subject to adjustments). So far as possible, certificates for the Warrants will be issued in board lots of Warrants.
The Shares are not listed or dealt in, and no listing of or permission to deal in the Shares and/or the Warrants is being made, or is proposed to be sought, on any stock exchange other than the Stock Exchange.
Dealings in Warrants will be subject to Hong Kong stamp duty.
Subject to the granting of listing of, and permission to deal in, the Warrants and the Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Warrants and the Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Warrants on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
Minimum subscription
There is no minimum subscription to be raised in respect of the Bonus Warrant Issue which is required to be disclosed under Section 28 of the Companies Act.
Taxation
Shareholders are recommended to consult their professional advisers if they are in any doubt as to the taxation implications of holding, dealing or exercising the Warrants and, as regards Overseas Shareholders, their receipt of the net proceeds of sale of the Warrants otherwise falling to be issued to them under the Bonus Warrant Issue. It is emphasized that none of the Company, its Directors or any other parties involved in the Bonus Warrant Issue accepts responsibility for any tax effects or liabilities of holders of Warrants resulting from the purchase, holding, disposal or exercise of the Warrants.
AMENDMENT TO THE BYE-LAWS
In order to provide the Company with flexibility to raise capital from Shareholders in the future, the Directors propose to amend bye-law 148 of the Bye-Laws to allow a distribution to Shareholders on such non pro-rata basis as Shareholders may approve.
— 8 —
LETTER FROM THE BOARD
SPECIAL GENERAL MEETING
The notice of the Special General Meeting is set out on pages 21 to 24 of this circular. At the Special General Meeting, resolutions will be proposed to approve each of the Proposals.
A form of proxy for use by Shareholders at the Special General Meeting is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and returned, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Registrar at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the Special General Meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Special General Meeting if you so wish.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection at the principal place of business of the Company in Hong Kong at Unit 609-610, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong during normal business hours up to and including the date of the Special General Meeting.
(a) the memorandum of association of the Company and the Bye-Laws; and
(b) a draft (subject to any minor modifications which may be approved by the Directors) of the instrument constituting the Warrants and incorporating the terms and conditions thereof.
RECOMMENDATION
The Directors believe that the proposed Bonus Warrant Issue will provide Shareholders with tradeable securities which would also given them an opportunity to obtain further equity participation in the Company and allow the Company the possibility of raising further equity capital if and when the subscription rights attaching to the Warrants are exercised, thereby enlarging the Company's shareholder and capital base. The Directors expect that more business opportunities in the video entertainment and multi-media market can be developed in the People's Republic of China in future by expanding the existing distribution network of the Group.
The Directors also believe that each of the Proposals is in the best interests of the Company and the Shareholders as a whole and, accordingly, recommend you to vote in favour of all of the resolutions to be proposed at the Special General Meeting.
ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the Appendix to this circular.
Yours faithfully,
for and on behalf of the Board
Heung Wah Keung
Chairman
APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
The Warrants will be issued subject to and with the benefit of a separate instrument by way of deed poll (“Instrument”) to be executed by the Company and they will be issued in registered form and will form one class and rank pari passu in all respects with each other.
The following is a summary of the major provisions of the Instrument. The principal terms and conditions of the Warrants will be set out in the Warrant certificates. Warrantholders will be entitled to the benefit of, be bound by, and be deemed to have notice of all such terms and conditions and of the provisions of the Instrument, copies of which will be available from the Company’s Registrar (as hereinafter defined) and from the principal place of business in Hong Kong for the time being of the Company.
References in this summary to “Shares” are to the shares of HK$0.10 each (or of such other nominal amount as shall result from a sub-division or a consolidation of such shares from time to time) in the capital of the Company.
- SUBSCRIPTION
(a) The registered holder or joint holders for the time being of a Warrant (“Warrantholder”) shall have rights (“Subscription Rights”) to subscribe for fully paid Shares, but not in respect of any fraction of a Share, at a price (subject to the adjustments referred to below) of HK$3.60 per Share (“Subscription Price”). The Subscription Rights attaching to the Warrants may be exercised at any time on or after 17 June, 2002 up to and including 16 June, 2005 (“Subscription Period”). Any Subscription Rights which have not been exercised on or before 16 June, 2005 will thereafter lapse and the relevant Warrants will cease to be valid for any purpose.
(b) A Warrantholder may exercise his Subscription Rights by completing and signing the subscription form endorsed on the Warrant certificate or the separate subscription form which the Company permits to be used (both of which shall, once signed and completed, be irrevocable) and delivering the Warrant certificate, together with the separate subscription form if appropriate, to the registrar of the Company in Hong Kong for the time being (“Registrar”), together with a remittance for the subscription moneys for the Shares in respect of which the Subscription Rights are being exercised. The date on which such documents (duly completed and signed) and the relevant remittances are delivered to the Registrar shall (except when such date falls within a period when the register of members is closed) be the date on which the relevant Subscription Rights are exercised and such date (or the later date applicable if the register of members is closed on such date) is hereinafter referred to as a “Subscription Date”. In each case, compliance must also be made with any exchange control, fiscal or other laws or regulations for the time being applicable.
— 10 —
APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
(c) No fraction of a Share will be allotted but any balance of the subscription moneys paid on the exercise of the Subscription Rights will be refunded by the Company to the relevant Warrantholder, provided that if the Subscription Rights comprised in two or more Warrant certificates are exercised by a Warrantholder on the same Subscription Date then, for the purpose of determining whether (and if so what) fraction of a Share arises, the Subscription Rights represented by such Warrant certificates shall be aggregated.
(d) The Company undertakes in the Instrument that Shares falling to be issued upon the exercise of Subscription Rights will be allotted and issued not later than 10 Business Days after the relevant Subscription Date and will rank pari passu with the fully paid Shares in issue on the relevant Subscription Date and accordingly shall entitle the holders to participate in all dividends or other distributions declared, paid or made after the relevant Subscription Date unless adjustment thereof has been made as provided in the Conditions (as defined in the Instrument) and other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the Record Date (as defined in the Instrument) therefor is on or before the relevant Subscription Date and notice of the amount and Record Date therefor has been given to the Stock Exchange prior to the relevant Subscription Date.
(e) As soon as practicable after the relevant allotment of Shares (and not later than 10 Business Days after the relevant Subscription Date) there will be issued free of charge to the Warrantholder:
(i) a certificate (or certificates) for the relevant Shares in the name(s) of the Warrantholder(s);
(ii) (if applicable) a balancing Warrant certificate in registered form in the name(s) of such Warrantholder(s) in respect of any Subscription Rights remaining unexercised; and
(iii) (if applicable) a cheque representing any fractional entitlement to Shares not allotted as mentioned in sub-paragraph (c) above.
The certificate(s) for Shares arising on the exercise of Subscription Rights, the balancing Warrant certificate (if any) and the cheque in respect of fractional entitlement (if any) will be sent by post at the risk of such Warrantholder to the address of such Warrantholder as set out in the register of Warrantholder(s) (or in the case of a joint holding, to that one of them whose name stands first in the register of Warrantholders). If the Company agrees, such certificates and cheque may, by prior arrangement, be retained by the Registrar to await collection by the relevant Warrantholder(s).
— 11 —
APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
2. ADJUSTMENT OF SUBSCRIPTION PRICES
The Instrument contains detailed provisions relating to the adjustment of the Subscription Price. The following is a summary of, and is subject to, the provisions of the Instrument.
(a) The Subscription Price shall (except as mentioned in sub-paragraphs (b) and (c) below) be adjusted as provided in the Instrument in each of the following cases:
(i) an alteration of the nominal amount of the Shares by reason of any consolidation or sub-division;
(ii) an issue (other than in lieu of a cash dividend) by the Company of Shares, credited as fully paid, by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund);
(iii) a Capital Distribution (as defined in the Instrument) being made by the Company whether on a reduction of capital or otherwise, to holders of Shares in their capacity as such;
(iv) a grant by the Company to the holders of Shares (in their capacity as such) of rights to acquire for cash any assets of the Company or any of its Subsidiaries (as defined in the Instrument);
(v) an offer or a grant of new Shares being made by the Company to holders of Shares by way of rights or of options or warrants to subscribe for Shares at a price which is less than 90 per cent. of the market price (calculated as provided in the Instrument);
(vi) an issue wholly for cash being made by the Company or any other company of securities convertible into or exchangeable for or carrying rights of subscription for new Shares if, in any case, the Total Effective Consideration (as defined in the Instrument) per Share is less than 90 per cent. of the market price (calculated as provided in the Instrument), or the terms of any such issue are altered so that the said Total Effective Consideration is less than 90 per cent. of the market price;
(vii) an issue being made wholly for cash of Shares (other than pursuant to a Share Option Scheme as defined in the Instrument) at a price less than 90 per cent. of the market price (calculated as provided in the Instrument);
(viii) the purchase by the Company of Shares at a price in excess of 110 per cent. of the market price (calculated as provided in the Instrument); and
— 12 —
APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
(ix) the purchase by the Company of securities convertible into Shares or any rights to acquire Shares in circumstances where the Directors consider that it may be appropriate to make an adjustment to the Subscription Price.
(b) Except as mentioned in sub-paragraph (c) below, no adjustment as is referred to in sub-paragraphs (a)(i) to (ix) above will be made in respect of:
(i) an issue of fully paid Shares upon the exercise of any conversion rights attached to securities convertible into Shares or upon the exercise of any rights (including the Subscription Rights) to acquire Shares;
(ii) an issue of Shares, or other securities of the Company or any Subsidiary, wholly or partly convertible into, or rights to acquire Shares, to any eligible persons pursuant to a share option scheme of the Company;
(iii) an issue by the Company of Shares or by the Company or any Subsidiary of securities wholly or partly convertible into or rights to acquire Shares, in any such case in consideration in whole or in part for the acquisition of any other securities, assets or business;
(iv) an issue of fully paid Shares by way of capitalisation of all or part of the Subscription Right Reserve (as defined in the Instrument) to be established in certain circumstances pursuant to the terms and conditions contained in the Instrument (or any similar reserve which has been or may be established pursuant to the terms of any other securities wholly or partly convertible into or rights to acquire Shares);
(v) an issue of Shares in lieu of a cash dividend where an amount not less than the normal amount of the Shares so issued is capitalised and the market value (calculated as provided in the Instrument) of such Shares is not more than 110 per cent. of the amount of dividend which holders of Shares could elect to or would otherwise receive in cash; or
(vi) an adjustment in the subscription or conversion price for Shares under rights attaching to any other warrants, options or securities convertible into Shares when such adjustment arises from an event which also and already results in an adjustment to the Subscription Price.
(c) Notwithstanding the provisions referred to in sub-paragraphs (a) and (b) above, in any circumstances where the Directors consider that an adjustment to the Subscription Price provided for under the said provisions should not be made or should be calculated on a different basis or that an adjustment to the Subscription Price should be made notwithstanding that no such adjustment is required under
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
the said provisions or that an adjustment should take effect on a different date or at a different time from that provided for under the said provisions, the Company may appoint the auditors of the Company or an approved merchant bank (as defined in the Instrument) to consider whether for any reason whatsoever the adjustment to be made (or the absence of adjustment) would or might not fairly and appropriately reflect the relevant interests of the persons affected thereby and, if the auditors or approved merchant bank considers this to be the case, the adjustment shall be modified or nullified or an adjustment made instead of no adjustment in the manner (including, without limitation, making an adjustment calculated on a different basis) and/or the adjustment shall take effect from such other date and/or time as shall be certified by the auditors or approved merchant bank to be in their opinion appropriate.
(d) Any adjustment to the Subscription Price will be made to the nearest one cent so that any amount under half a cent shall be rounded down and any amount of half a cent or more shall be rounded up. No adjustment shall be made to the Subscription Price in any case in which the amount by which the Subscription Price would be reduced would be less than one cent and any adjustment which would otherwise then be required shall not be carried forward. No adjustment may be made (except on a consolidation of Shares) which would increase the Subscription Price.
(e) Every adjustment to the Subscription Price shall be certified to be fair and appropriate by the auditors of the Company or an approved merchant bank (acting as experts whose decision, in the absence of manifest error, shall be conclusive and binding on the Company and the Warrantholders) and notice of each adjustment (giving the relevant particulars) shall be given to the Warrantholders. Any such certificates of the Company's auditors and/or approved merchant bank shall be available for inspection at the principal place of business of the Company in Hong Kong, where copies may be obtained.
3. REGISTERED WARRANTS
The Warrants will be issued in registered form. The Company shall be entitled to treat the registered holder of any Warrant as the absolute owner thereof and, accordingly, shall not, except as ordered by a court of competent jurisdiction or as required by law, be bound to recognise any equitable or other claim to or interest in such Warrant on the part of any other person, whether or not the Company has express or other notice thereof.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
4. TRANSFER, TRANSMISSION AND REGISTRATION
The Subscription Rights are transferable by instrument of transfer in any usual or common form or in any other form which may be approved by the Directors. The Company shall maintain a register of Warrantholders accordingly. Transfers of Warrants must be executed by both the transferor and the transferee. Where the transferor or the transferee is HKSCC Nominees Limited or its successor thereto (or such other company as may be approved by the Board for this purpose), the transfers may be executed under the hand(s) of authorised person(s) or by machine imprinted signature(s) on its behalf or of such person(s), as the case may be. The provisions of the Company’s bye-laws relating to the registration, transfer and transmission of Shares shall apply, mutatis mutandis, to the registration, transfer and transmission of the Warrants.
Note: Persons who hold Warrants and have not registered the Warrants in their own names and wish to exercise the Warrants should note that they may incur additional costs and expenses in connection with any expedited re-registration of the Warrants prior to the transfer or exercise of the Warrants, in particular during the period commencing 10 Business Days prior to and including the last day for subscription, being 16 June, 2005.
Since the Warrants will be admitted to CCASS, so far as applicable laws or regulations of relevant regulatory authorities, terms of the Instrument and circumstances permit, the Company may determine the last trading day of the Warrants to be a date at least three trading days before 16 June, 2005 being the last day of the Subscription Period.
5. CLOSURE OF REGISTER OF WARRANTHOLDERS
The registration of transfers of Warrants may be suspended and the register of Warrantholders may be closed for such periods as the Directors may from time to time direct, provided that the same may not be closed for a period of more than 60 days in any one year. Any transfer or exercise of the Subscription Rights attached to the Warrants made while the register of Warrantholders is so closed shall, as between the Company and the person claiming under the relevant transfer or, as the case may be, as between the Company and the Warrantholder who has so exercised the Subscription Rights attached to his Warrant (but not otherwise), be considered as made immediately after the re-opening of the register of Warrantholders.
6. PURCHASE AND CANCELLATION
The Company or any of its Subsidiaries may at any time purchase Warrants:
(a) in the open market or by tender (available to all Warrantholders alike) at any price; or
(b) by private treaty at a price per Warrant, exclusive of expenses, not exceeding 110 per cent. of the closing price of the Warrants on the Stock Exchange prior to the date of purchase of the Warrants on the Stock Exchange,
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
but not otherwise. All Warrants purchased shall be cancelled forthwith and may not be re-issued or re-sold.
7. MEETINGS OF WARRANTHOLDERS AND MODIFICATION OF RIGHTS
(a) The Instrument contains provisions for convening meetings of Warrantholders to consider any matter affecting the interests of Warrantholders, including the modification by Special Resolution (as defined in the Instrument) of the provisions of the Instrument and/or of the terms and condition endorsed on the Warrant certificates. A Special Resolution duly passed at any such meeting of Warrantholders shall be binding on the Warrantholders, whether present or not.
(b) All or any of the rights for the time being attached to the Warrants (including any of the provisions of the Instrument) may from time to time (whether or not the Company is being wound up) be altered or abrogated (including, but without prejudice to that generality, by waiving compliance with, or by waiving or authorising any past or proposed breach of any of the provisions of the Conditions endorsed on the Warrant certificates and/or the Instrument) and the sanction of a Special Resolution shall be necessary and sufficient to effect the alteration or abrogation.
(c) Where the Warrantholder is a recognised clearing house (within the meaning of the Securities and Futures (Clearing Houses) Ordinance (Chapter 420 of the Laws of Hong Kong)) or its nominee(s), it may authorise such person or persons as it thinks fit to act as its representative (or representatives) or proxy (or proxies) at any Warrantholders' meeting provided that, if more than one person is so authorised, the authorisation or proxy form must specify the number in respect of which each such person is so authorised. The person so authorised will be entitled to exercise the same power on behalf of the recognised clearing house as that clearing house or its nominee(s) could exercise as if such person were an individual Warrantholder of the Company.
8. QUORUM
A quorum of a meeting of Warrantholders will be two or more Warrantholders representing not less than five per cent. in value of the Subscription Rights for the time being outstanding, present in person or by proxy. The quorum for the passing of a Special Resolution is two or more Warrantholders representing not less than 10 per cent. in value of the Subscription Rights for the time being outstanding, present in person, or by proxy.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
9. REPLACEMENT OF WARRANT CERTIFICATES
If a Warrant certificate is mutilated, defaced, lost or destroyed, it may, at the Company’s discretion, be replaced at the office of the Registrar on payment of such costs which may be incurred in connection therewith and on such terms as to evidence, indemnity and/or security which the Company may require and on payment of such fee not exceeding HK$2.50 (or such higher fee as may from time to time be permitted under the rules of the Stock Exchange) as the Company may determine. Mutilated or defaced Warrant certificates must be surrendered before replacement will be issued.
In the case of lost Warrant certificates, Section 71A subsections (2), (3), (4), (6), (7) and (8) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) shall apply as if “shares” referred to therein included Warrants.
10. PROTECTION OF SUBSCRIPTION RIGHTS
The Instrument contains certain undertakings by and restrictions on the Company designed to protect the Subscription Rights.
11. CALL
If at any time the aggregate of the amount of subscription moneys attached to the outstanding Warrants is equal to or less than the amount of HK$34,214,400 being 10 per cent. of the amount of HK$342,144,000 which is the aggregate amount of moneys payable on exercise of all the Warrants issued under the Instrument, then the Company may, on giving not less than three months’ notice, require Warrantholders either to exercise their Subscription Rights or to allow them to lapse. On expiry of such notice, all unexercised Warrants will be automatically cancelled, without compensation to Warrantholders.
12. FURTHER ISSUES
The Company shall be at liberty to issue further subscription warrants.
13. UNDERTAKINGS BY THE COMPANY
The Company undertakes in the Instrument, inter alia, that:
(a) upon exercise of any Subscription Rights, it will within 10 Business Days after the relevant Subscription Date allot and issue the number of Shares for which subscription is made and issue a certificate (or certificates) for the relevant Shares;
(b) all Shares allotted on the exercise of Subscription Rights will rank pari passu in all respects with the fully paid Shares in issue on the relevant Subscription Date
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
and shall accordingly entitle the holders to participate in full in all dividends or other distributions declared, paid or made on the Shares after the relevant Subscription Date unless adjustment therefor has been made as provided in the Instrument and other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be on or before the relevant Subscription Date and notice of the amount and record date for which shall have been given to the Stock Exchange prior to the relevant Subscription Date;
(c) it will send to each Warrantholder, at the same time as the same are sent to the Shareholders, its audited accounts and all other notices, reports and communications despatched by it to Shareholders generally;
(d) it will pay (if applicable) all Bermuda and Hong Kong stamp duties, registration fees or similar charges in respect of the execution of the Instrument, the creation and initial issue of the Warrants in registered form, the exercise of the Subscription Rights and the issue of Shares upon exercise of the Subscription Rights;
(e) it will use its best endeavours to ensure that all Shares allotted on exercise of the Subscription Rights shall be admitted to listing on the Stock Exchange except in the event that the Shares cease to be listed on the Stock Exchange as a result of an offer being made to the holders of Shares (or to holders excluding the offeror and/or its nominee(s) to acquire all or a proportion of the Shares);
(f) it will keep available for issue sufficient Ordinary Capital (as defined in the Instrument) to satisfy in full all rights for the time being outstanding of subscription for the conversion into Shares; and
(g) it will use all reasonable efforts to procure that at all times during the Subscription Period, Warrants may be dealt in on the Stock Exchange, subject to the same exceptions as contained in sub-paragraph (e) above.
14. WINDING-UP OF THE COMPANY
If an effective resolution is passed during the Subscription Period for the voluntary winding-up of the Company, then:
(a) if such winding-up is for the purpose of reconstruction or amalgamation pursuant to a scheme of arrangement to which the Warrantholders, or some person designated by them for such purpose by Special Resolution, shall be a party or in conjunction with which a proposal is made to the Warrantholders and is approved by Special Resolution, the terms of such scheme of arrangement or (as the case may be) proposal will be binding on all the Warrantholders; and
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
(b) in the event that a notice is given by the Company to Shareholders to convene a Shareholders' meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind up the Company, the Company shall forthwith given notice thereof to each Warrantholder and thereupon, every Warrantholder shall be entitled by irrevocable surrender of his Warrant certificate(s) to the Company (such surrender to occur not later than two Business Days prior to the proposed Shareholders' meeting referred to above) together with the duly-completed subscription form(s) and payment of the exercise moneys or the relevant portion thereof, to exercise the Subscription Rights represented by such Warrant and the Company shall, as soon as possible and, in any event, no later than the day immediately prior to the date of the proposed Shareholders' meeting, allot such number of Shares to the Warrantholder which fall to be issued pursuant to the exercise of the Subscription Rights represented by such Warrant. The Company shall give notice to the Warrantholder of the passing of such resolution within seven days after the passing thereof.
Subject to the foregoing, if the Company is wound up, all Subscription Rights which have not been exercised at the commencement of the winding-up will lapse and each Warrant certificate will cease to be valid for any purpose.
15. OVERSEAS WARRANTHOLDERS
If a Warrantholder has a registered address in any territory other than Hong Kong where, in the opinion of the Directors, the allotment of Shares to such Warrantholder upon exercise of any Subscription Rights would or may in the absence of compliance with registration or any other special formalities in such territory be unlawful or impracticable under the laws of such territory or Hong Kong, then the Company will as soon as practicable after exercise by such Warrantholder of any Subscription Rights either (i) allot the Shares which would otherwise have been allotted to such Warrantholder to one or more third parties selected by the Company or (ii) allot such Shares to such Warrantholder and then, on his behalf, sell them to one or more third parties selected by the Company, in each case for the best consideration then reasonably obtainable by the Company. As soon as reasonably practicable following such allotment or allotment and sale, the Company will pay such Warrantholder an amount equal to the consideration received by it (less expenses and duties) by posting the remittance to him at his risk, provided that any sum of less than HK$100 so arising shall be forfeited to the Company.
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APPENDIX
SUMMARY OF THE PRINCIPAL TERMS OF THE WARRANTS
16. NOTICES
The Instrument contains provisions relating to notices to be given to Warrantholders.
Every Warrantholder must register with the Company an address in Hong Kong or elsewhere to which notices can be sent and if any Warrantholder fails to do so, a notice may be given to such Warrantholder by posting the same for three days at the principal place of business for the time being of the Company in Hong Kong.
Subject to the above, the provisions of the Bye-Laws relating to service of notices on members of the Company will apply mutatis mutandis to service of notices on Warrantholders and will have full effect as if the same had been incorporated in the Instrument.
All notices with respect to Warrants standing in the names of joint holders shall be given to whichever of such persons as is named first in the register of Warrantholders and notice so given shall be sufficient notice to all such Warrantholders.
17. GOVERNING LAW
The Instrument and the Warrants are governed by and will be construed in accordance with the laws of Hong Kong.
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NOTICE OF SPECIAL GENERAL MEETING
OCEAN SHORES GROUP LIMITED
(Incorporated in Bermuda with limited liability)
NOTICE IS HEREBY GIVEN that a special general meeting of Ocean Shores Group Limited (the "Company") will be held at Units 609-610 Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 27 May, 2002 at 11:15 a.m. (or so soon thereafter as the annual general meeting of Ocean Shores Group Limited convened for the same day and at the same place shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing, with or without modifications, the following special resolutions and ordinary resolutions of the Company:
SPECIAL RESOLUTIONS
- "THAT, subject to the approval of the Registrar of Companies in Bermuda, the name of the Company be changed to "Riche Multi-Media Holdings Limited"."
- "THAT, subject to the approval of the Registrar of Companies in Hong Kong, “豊采多媒體集團有限公司” be adopted as the Company's Chinese name for the purpose of the Company's registration in Hong Kong."
ORDINARY RESOLUTIONS
- "THAT the authorized share capital of the Company be and is hereby increased from HK$100,000,000, comprising 1,000,000,000 shares of HK$0.10 each to HK$200,000,000 comprising 2,000,000,000 shares of HK$0.10 each in the share capital of the Company by the creation of 1,000,000,000 additional new shares of HK$0.10 each, such new shares to rank pari passu in all respects with the existing shares in the share capital of the Company."
- "THAT, subject to and conditionally upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Warrants (as hereinafter defined) and any shares of the Company which may fall to be issued pursuant to any exercise of subscription rights attaching to the Warrants, and conditionally upon the Bermuda Monetary Authority granting permission for the issue of the Warrants and any shares of the Company which may fall to be issued on the exercise of the subscription rights attaching to the Warrants, the directors of the Company be and are hereby authorized:
NOTICE OF SPECIAL GENERAL MEETING
(a) to create and issue warrants (“Warrants”) which shall be in registered form and shall be exercisable at any time between the first day of issue (which is expected to be 17 June, 2002) and 16 June, 2005, both days inclusive, to subscribe at an initial subscription price of HK$3.60 per share of the Company, subject to adjustments, for shares in the capital of the Company on the terms and conditions set out in the draft Warrant instrument, a copy of which has been submitted to the Meeting marked “A” and signed for the purpose of identification by the Chairman thereof, and to issue the same by way of bonus to and among the persons who were registered as shareholders of the Company at the close of business on 27 May, 2002 in the proportion of one Warrant carrying the right to subscribe at a price of HK$3.60 for one share in the capital of the Company for every five shares of the Company then held provided that:
(i) in the case of persons having registered addresses outside Hong Kong, the Warrants shall not be granted to such persons but shall be aggregated and sold in the market as soon as practicable after dealings in the Warrants commence and the net proceeds of sale, after deduction of expenses, shall be distributed to such persons pro rata to their respective entitlements unless the amount falling to be distributed to any such person shall be less than HK$100.00 in which case such amount shall be retained for the benefit of the Company; and
(ii) no fractional entitlements to the Warrants shall be granted as aforesaid, but all fractional entitlements shall, where applicable, be aggregated and sold for the benefit of the Company;
(b) to issue and allot new shares in the capital of the Company arising from the exercise of subscription rights under the Warrants or any of them, to the intent that the authority hereby granted for the allotment and issue of shares in the capital of the Company upon the exercise of any of the subscription rights attaching to the Warrants shall be regarded as separate from and in addition to any general mandate held by the directors of the Company for the issue of shares in the capital of the Company currently in force or to be obtained in the future; and
(c) to do all such acts and things as they consider necessary or expedient to give effect to the foregoing arrangements.”
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NOTICE OF SPECIAL GENERAL MEETING
SPECIAL RESOLUTION
- “THAT the existing Bye-law 148 of the Company be deleted in its entirety and be substituted by the following new Bye-law 148:
“148. The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalize all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of members who would be entitled thereto if it were distributed by way of dividend and in the same proportions or such other proportion as the Members by ordinary resolution may determine, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members or members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members or members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Bye-law and subject to Section 40(2A) of the Act, a share premium account and any reserve or fund representing unrealized profits may be applied only in paying up in full unissued shares of the Company to be allotted to such Members or members credited as fully paid. In carrying sums to reserve and in applying the same the Board shall comply with the provisions of the Act.”
On behalf of the Board
Heung Wah Keung
Chairman
Hong Kong, 4 May, 2002
NOTICE OF SPECIAL GENERAL MEETING
Notes:
-
A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice.
-
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorized to sign the same.
-
Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company but must be present in person to represent the shareholder.
-
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 such power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Standard Registrars Limited, at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
-
Completion and deposit of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.
-
Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.
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