AI assistant
Samsonite Group S.A. Proxy Solicitation & Information Statement 2004
50259_rns_2004-12-28_21caf3dc-048c-4471-8652-56017a7e17e6.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Riche Multi-Media Holdings Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.
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.
RICHE MULTI-MEDIA HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)
(Stock Code: 764)
PROPOSED SUBDIVISION OF SHARES, CHANGE OF BOARD LOT SIZE AND REFRESHMENT OF SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME
Financial adviser to the Company
R宏圆東方融資有限公司
Legal Oriental Capital Limited
A notice convening a special general meeting to be held at Units 609-610, 6th Floor, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 14 January 2005 at 11:00 a.m. is set out on pages 15 to 17 of this circular. A form of proxy for use at the special general meeting is also enclosed with this circular.
If you are not able to attend the special general meeting, you are requested to complete the enclosed 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 Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting as the case may be. Completion and delivery of the enclosed form of proxy will not preclude you from attending and voting at the meeting should you so wish.
28 December 2004
CONTENTS
Page
Definitions 1
Expected timetable 5
Letter from the Board 6
Notice of SGM 15
— i —
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"controlling shareholder"
has the meaning ascribed to this term under the Listing Rules
"Convertible Note"
the convertible note in an aggregate principal amount of HK$33,800,000 dated 5 February 2002 as referred to in the circular of the Company dated 13 March 2002
"Convertible Note Holder"
the holder for the time being of the Convertible Note
"Company"
Riche Multi-Media Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange
"Directors"
the directors of the Company for the time being
"Eligible Person"
means:—
(i) (a) any director or proposed director (whether executive or non-executive, including any independent non-executive director), employee or proposed employee (whether full time or part time) of, or
(b) any individual for the time being seconded to work for,
any member of the Group or any controlling Shareholder or any company controlled by a controlling Shareholder; or
(ii) any holder of any securities issued by any member of the Group or any controlling Shareholder or any company controlled by a controlling Shareholder; or
DEFINITIONS
(iii) (a) any business or joint venture partner, contractor, agent or representative of,
(b) any person or entity that provides research, development or other technological support or any advisory, consultancy, professional or other services to,
(c) any supplier, producer or licensor of films, television programmes, video features, goods or services to,
(d) any customer, licensee (including any sub-licensee) or distributor of films, television programmes, video features, goods or services of, or
(e) any landlord or tenant (including any sub-tenant) of,
any member of the Group or any controlling Shareholder or any company controlled by a controlling Shareholder;
and, for the purposes of the Share Option Scheme, shall include any company controlled by one or more persons belonging to any of the above classes of participants;
“Group” the Company and its subsidiaries
“HKSCC” Hong Kong Securities Clearing Company Limited
“Latest Practicable Date” 23 December 2004, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Options” the Options granted under the Share Option Scheme to subscribe for Shares in accordance with the Share Option Scheme
“Option Holder” the holder for the time being of the outstanding Options
— 2 —
DEFINITIONS
"Registrar"
Standard Registrars Limited, the branch share registrar of the Company in Hong Kong
"Scheme Mandate Limit"
the maximum number of Shares which may be allotted and issued upon the exercise of all Options which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Subdivided Shares in issue as at the date of approval of the refreshed limit by the Shareholders
"SGM"
the special general meeting of the Company to be convened on 14 January 2005 to consider and, if thought fit, approve the proposed Share Subdivision and the refreshment of the Scheme Mandate Limit
"Share Option Scheme"
the share option scheme adopted by the Company on 21 January 2002
"Share Subdivision"
the proposed subdivision of every one Share of HK$0.10 in the issued and unissued share capital of the Company into 10 Subdivided Shares of HK$0.01 each in the issued and unissued share capital of the Company
"Shareholders"
holders of Shares or Subdivided Shares, as the case may be
"Shares"
ordinary shares of HK$0.10 each in the issued and unissued share capital of the Company prior to the Share Subdivision
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Subdivided Shares"
subdivided ordinary shares of HK$0.01 each in the issued and unissued share capital of the Company upon the Share Subdivision becoming effective
"Warrant Instrument"
the instrument relating to warrants of the Company to subscribe for Shares in an aggregate amount of HK$342,144,000 dated 17 June 2002 as referred to in the circular of the Company dated 4 May 2002
— 3 —
DEFINITIONS
| “Warrant Holder” | the holder for the time being registered as the holder of the warrants of the Company created by the Warrant Instrument |
|---|---|
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “%” | per cent. |
— 4 —
EXPECTED TIMETABLE
The expected timetable for the Share Subdivision and change in board lot size is as follows:
Latest time for lodging the form of proxy for the SGM ………… 11:00 a.m. on Wednesday, 12 January 2005
SGM ………………………………………… 11:00 a.m. on Friday, 14 January 2005
Effective date of the Share Subdivision …………………… Monday, 17 January 2005
Original counter for trading in Shares in board lots ……………… 9:30 a.m. on Monday, of 1,000 Shares temporarily closes 17 January 2005
Temporary counter for trading in Subdivided Shares …………… 9:30 a.m. on Monday, in board lots of 10,000 Subdivided Shares opens 17 January 2005 (in the form of existing share certificates)
First day for free exchange of existing share certificates ……… Monday, 17 January 2005 for new share certificates
Original counter for trading in Subdivided Shares in …………… 9:30 a.m. on Monday, board lots of 10,000 Subdivided Shares reopens 31 January 2005 (in the form of new share certificates)
Parallel trading of Subdivided Shares commences …………… 9:30 a.m. on Monday, (in the form of existing and new share certificates) 31 January 2005
First day of operation of odd lot trading facility …………… Monday, 31 January 2005
Temporary counter for trading in Subdivided Shares …………… 4:00 p.m. on Thursday, in board lots of 10,000 Subdivided Shares closes 24 February 2005 (in the form of existing share certificates)
Parallel trading of Subdivided Shares ends ……………… 4:00 p.m. on Thursday, (in the form of existing and new share certificates) 24 February 2005
Last day of operation of odd lot trading facility …………… Thursday, 24 February 2005
Latest time for free exchange of share certificates …………… 4:00 p.m. on Tuesday, 1 March 2005
— 5 —
LETTER FROM THE BOARD
RICHE MULTI-MEDIA HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)
(Stock Code: 764)
Executive Directors:
Mr Heung Wah Keung (Chairman)
Ms Chen Ming Yin, Tiffany (Vice-chairman)
Mr Lei Hong Wai
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Independent non-executive Directors:
Mr Lai Hok Lim
Mr Tang Chak Lam, Gilbert
Mr Ho Wai Chi, Paul
Head office and principal place of
business in Hong Kong:
Units 609-610, 6th Floor
Miramar Tower
132 Nathan Road
Tsimshatsui
Kowloon
Hong Kong
28 December 2004
To the Shareholders
Dear Sir or Madam,
PROPOSED SUBDIVISION OF SHARES,
CHANGE OF BOARD LOT SIZE AND
REFRESHMENT OF SCHEME MANDATE LIMIT
UNDER THE SHARE OPTION SCHEME
INTRODUCTION
The Board announced on 21 December 2004 that every one Share of HK$0.10 in the issued and unissued share capital of the Company be subdivided into 10 Subdivided Shares of HK$0.01 each in the issued and unissued share capital of the Company. It is announced that the Subdivided Shares will be traded in new board lots of 10,000.
LETTER FROM THE BOARD
It is also announced that the Scheme Mandate Limit be refreshed so that the total number of securities which may be issued upon exercise of all Options to be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the proposed refreshment of the Scheme Mandate Limit by the Shareholders at the SGM.
The purpose of this circular is to provide Shareholders with further details of Share Subdivision, change of the board lot size and refreshment of Scheme Mandate Limit and to set out the notice of SGM at which ordinary resolutions will be proposed to consider and, if thought fit, approve the Share Subdivision and refreshment of Scheme Mandate Limit.
PROPOSED SHARE SUBDIVISION
The Board proposes that every one Share of HK$0.10 in the issued and unissued share capital of the Company be subdivided into 10 Subdivided Shares of HK$0.01 each in the issued and unissued share capital of the Company. As at the Latest Practicable Date, there were 475,200,000 Shares of HK$0.10 each in issue and fully paid or credited as fully paid. Assuming no further Shares will be issued from the Latest Practicable Date up to the date of the SGM, there will be 4,752,000,000 Subdivided Shares of HK$0.01 each in issue and fully paid or credited as fully paid following the Share Subdivision. The authorised share capital of the Company will remain at HK$200,000,000 divided into 20,000,000,000 Subdivided Shares of HK$0.01 each.
As at the Latest Practicable Date, there were no outstanding options, warrants or securities convertible or exchangeable into Shares other than the following:
(i) 19,000,000 Options carrying rights to subscribe for 19,000,000 Shares at an exercise price of HK$2.60 per Share;
(ii) 27,570,000 Options carrying rights to subscribe for 27,570,000 Shares at an exercise price of HK$1.94 per Share;
(iii) 95,040,000 warrants issued pursuant to the Warrant Instrument carrying rights to subscribe for Shares at an initial subscription price of HK$3.60 per Share during the period commencing from 17 June 2002 up to and including 16 June 2005; and
(iv) outstanding Convertible Note in the principal amount of HK$33,800,000 carrying rights to subscribe for Shares at an exercise price of HK$4.00 per Share at any time on or before 19 April 2005. Exercise in full of the subscription rights attaching to such convertible notes will result in the Company allotting and issuing 8,450,000 Shares.
— 7 —
LETTER FROM THE BOARD
CONDITIONS OF THE SHARE SUBDIVISION
The implementation of the Share Subdivision is conditional upon:
(i) the passing of the necessary ordinary resolution by the Shareholders at the SGM to approve the Share Subdivision; and
(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subdivided Shares.
Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Subdivided Shares.
All necessary arrangements will be made for the Subdivided Shares to be admitted into CCASS.
CHANGE OF BOARD LOT SIZE
As at the Latest Practicable Date, Shares were traded in board lots of 1,000. It is proposed that the Subdivided Shares will be traded in board lots of 10,000.
Based on the closing price of HK$4.00 per Share as at the Latest Practicable Date, the value of each board lot of 10,000 Subdivided Shares, assuming the Share Subdivision had already been in effect, would be HK$4,000.00.
The change of board lot size is subject to the approval by the Directors at a meeting of the Board.
The net effect of the Share Subdivision and the change of board lot size is that there will not be any change in the net monetary value per board lot of shares of the Company.
STATUS OF THE SUBDIVIDED SHARES
The Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not result in any change in the relative rights of the Shareholders.
— 8 —
LETTER FROM THE BOARD
REASONS FOR THE SHARE SUBDIVISION AND CHANGE IN BOARD LOT SIZE
The proposed Share Subdivision will decrease the nominal value of the Shares and increase the total number of Shares currently in issue. Based on the closing price as at the Latest Practicable Date, assuming the Share Subdivision had already been in effect, the share price would be adjusted from HK$4.00 per Share to HK$0.40 per Subdivided Share. The Directors believe that the Share Subdivision will enable to the Company to attract a larger percentage of the general investing public in Hong Kong to invest in the Subdivided Shares and thereby increasing the trading activities of the shares of the Company. Accordingly, the Directors believe that the Share Subdivision and change in board lot size are beneficial to the Company and Shareholders as a whole.
EFFECTS OF THE SHARE SUBDIVISION
Other than the expenses to be incurred by the Company in relation to the Share Subdivision and change in board lot size, the implementation thereof will not, by itself, affect the underlying assets, business operations, management or financial position of the Group or the interests of Shareholders as a whole.
Immediately after the Share Subdivision, the option price, conversion price and subscription price and the maximum number of Subdivided Shares to be issued pursuant to the Share Option Scheme, Warrant Instrument and Convertible Note will be adjusted. The Company will comply with the relevant Listing Rules requirements and will consult its auditors for the required adjustments. The Option Holders, Convertible Note Holder and Warrant Holder will be informed by way of further announcement of the required adjustments as soon as practicable.
FRACTIONAL ENTITLEMENT OF THE SUBDIVIDED SHARES, ODD LOTS ARRANGEMENT AND MATCHING SERVICES
Where the Share Subdivision will result in fractions of Subdivided Shares, such fractional Subdivided Shares will not be issued but will be aggregated, sold and retained for the benefit of the Company.
In respect of odd lots of Subdivided Shares arising from the change of board lot size, the Company has appointed Hantec International Finance Group Limited to arrange for the sale and purchase of odd lots on behalf of the Shareholders from 31 January 2005 to 24 February 2005 (both days inclusive). Shareholders who wish to acquire odd lots of Subdivided Shares to make up a full board lot of 10,000 Subdivided Shares, or to dispose of their holdings of odd lots of Subdivided Shares may directly or through their own brokers contact Mr Leung Siu Wa of Hantec International Finance Group Limited at the telephone number 2235-7801 during such period. Shareholders should note that the matching service is on a "best efforts" basis only and successful matching of the sale and purchase of odd lots of Subdivided Shares is not guaranteed and will depend on there being adequate amounts of odd lots of Subdivided Shares available for such matching.
— 9 —
LETTER FROM THE BOARD
EXCHANGE OF CERTIFICATES FOR SUBDIVIDED SHARES
Subject to the Share Subdivision becoming effective, which is currently expected to be 17 January 2005,
(a) from 9:30 a.m. on 17 January 2005 to 4:00 p.m. on 1 March 2005, Shareholders may submit their existing share certificates for the Shares to the Registrar at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong for exchange, at the expense of the Company, for new share certificates for the Subdivided Shares; and
(b) after 1 March 2005, a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Registrar for exchange of each share certificate, calculated on the basis of the number of existing share certificate(s) submitted for exchange or the number of new share certificate(s) issued (whichever is more).
It is expected that new share certificates for the Subdivided Shares will be available for collection within 10 business days from the Registrar after submission of the existing share certificates for Shares to the Registrar for exchange.
Shareholders should note that with effect from 9:30 a.m. on 25 February 2005, trading will only be in Subdivided Shares in board lots of 10,000. Existing share certificates for the Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.
New share certificates for the Subdivided Shares will be issued in purple. Currently, certificates for Shares are issued in blue.
LISTING, DEALING AND TRADING ARRANGEMENTS FOR THE SUBDIVIDED SHARES
Application will be made to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Subdivided Shares. Dealings in the Subdivided Shares will be subject to Hong Kong stamp duty.
Subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in Subdivided Shares on the Stock Exchange or such other date 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.
— 10 —
LETTER FROM THE BOARD
Upon the Share Subdivision becoming effective, the arrangement proposed for dealings in the Subdivided Shares are expected to be as follows:
(i) with effect from 9:30 a.m. on 17 January 2005, the original counter for trading in the Shares in board lots of 1,000 Shares will be temporarily closed. A temporary counter will be established for trading in the Subdivided Shares in board lots of 10,000 Subdivided Shares. Only existing certificates for the Shares can be traded at this temporary counter;
(ii) with effect from 9:30 a.m. on 31 January 2005, the original counter will be reopened for trading in the Subdivided Shares in board lots of 10,000 Subdivided Shares. Only new share certificates for the Subdivided Shares can be traded at this counter;
(iii) from 31 January 2005 to 24 February 2005, both days inclusive, there will be parallel trading at the above two counters; and
(iv) the temporary counter for trading in the Subdivided Shares in board lots of 10,000 Subdivided Shares will be closed after the 4:00 p.m. on 24 February 2005. With effect from 9:30 a.m. on 25 February 2005, trading will only be in Subdivided Shares in board lots of 10,000 Subdivided Shares.
Shareholders are recommended to consult their licensed securities dealer, bank manager, solicitor, professional account or other professional adviser if they are in doubt about any of the matter contained in this circular.
REFRESHMENT OF THE SCHEME MANDATE LIMIT
The Company adopted the Share Option Scheme on 21 January 2002. As at the date of adoption of the Share Option Scheme, 475,200,000 Shares were in issue and the maximum number of Shares which may be issued upon the exercise of all Options under the Share Option Scheme were 47,520,000 Shares, being 10% of the Shares then in issue. As at the Latest Practicable Date, a total of 46,570,000 Options remain outstanding and 46,570,000 Shares will be allotted and issued upon exercise in full of such Options, representing approximately 9.8% of the issued share capital of the Company. The remaining 950,000 Options were cancelled by the Company on 23 May 2002. Unless the 10% Scheme Mandate Limit is refreshed up to 47,520,000 Shares or 475,200,000 Subdivided Shares, no further Options can be granted under the Share Option Scheme.
It is proposed that subject to the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in the Shares to be issued pursuant to the exercise of Options granted under the refreshed Scheme Mandate Limit, the Scheme Mandate Limit be refreshed so that the total number of securities which may be issued upon exercise of all Options to be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed, shall not exceed 47,520,000 Shares or 475,200,000 Subdivided Shares, being 10% of the Shares in
— 11 —
LETTER FROM THE BOARD
issue (to be adjusted for the effect of the Share Subdivision) as at the date of approval of the proposed refreshment of the Scheme Mandate Limit by the Shareholders at the SGM. Options previously granted under the Share Option Scheme (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.
Pursuant to the Listing Rules, the Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme at any time will not exceed 30% of the Shares in issue from time to time. No options shall be granted under any scheme(s) of the Company or any of its subsidiaries if this will result in the 30% limit being exceeded.
CONDITIONS OF THE REFRESHMENT OF THE SCHEME MANDATE LIMIT
The refreshment of the Scheme Mandate Limit is conditional upon:
(i) the passing of the necessary ordinary resolution by the Shareholders at the SGM to approve the refreshment of the Scheme Mandate Limit; and
(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in the Shares or Subdivided Shares to be issued pursuant to the exercise of Options granted under the refreshed Scheme Mandate Limit.
Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares or Subdivided Shares to be issued pursuant to the exercise of Options granted under the refreshed Scheme Mandate Limit.
REASONS FOR THE REFRESHMENT OF THE SCHEME MANDATE LIMIT
The proposed refreshment of the Scheme Mandate Limit will enable the Company to grant further Options to Eligible Persons so as to provide incentives to, and recognise the contributions of, the Group's employees and other selected grantees.
SGM
Set out in this circular is a notice convening the SGM which will be held at Units 609-610, 6th Floor, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 14 January 2005 at 11:00 a.m. at which ordinary resolutions will be proposed to approve the Share Subdivision and refreshment of Scheme Mandate Limit.
— 12 —
LETTER FROM THE BOARD
A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it as soon as possible to the Registrar at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.
RIGHT TO DEMAND A POLL
Pursuant to the bye-laws of the Company, a resolution put to vote of a general meeting shall be decided on a show of hands, unless a poll is demanded (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll):
(i) by the chairman of the meeting; or
(ii) by at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the general meeting; or
(iii) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the general meeting; or
(iv) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the general meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.
Unless a poll be so demanded and not withdrawn, a declaration by the chairman of the general meeting that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect made in the book containing the minutes of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against such resolution.
— 13 —
LETTER FROM THE BOARD
RECOMMENDATION
The Board is of the opinion that the Share Subdivision and refreshment of Scheme Mandate Limit under the Share Option Scheme are in the interests of the Company and the Shareholders and accordingly recommends the Shareholders to vote in favour of the resolutions to be proposed at the SGM to approve the Share Subdivision and refreshment of Scheme Mandate Limit.
By Order of the Board
Riche Multi-Media Holdings Limited
Heung Wah Keung
Chairman
— 14 —
NOTICE OF SGM
RICHE MULTI-MEDIA HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)
(Stock Code: 764)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the "SGM") of the shareholders of Riche Multi-Media Holdings Limited (the "Company") will be held at Units 609-610, 6th Floor, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 14 January 2005 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTION
- "THAT subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") of the listing of, and permission to deal in, the issued ordinary shares (the "Shares") of the Company subdivided (the "Share Subdivision") in the manner as set out in paragraph (a) of this Resolution below:
(a) with effect from the first business day immediately following the date on which this resolution is passed, being a day on which Shares are traded on the Stock Exchange, one Share of HK$0.10 in the issued and unissued share capital of the Company be subdivided into 10 subdivided Shares of HK$0.01 each in the issued and unissued share capital of the Company (each a "Subdivided Share"), such Subdivided Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the instructions in respect of ordinary shares contained in the bye-laws of the Company;
(b) all fractions of the Subdivided Shares to which holders of issued Shares of HK$0.10 each in the share capital of the Company would otherwise be entitled to be aggregated, sold and retained for the benefit of the Company; and
(c) the directors of the Company (the "Directors") be and are generally authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangements."
— 15 —
NOTICE OF SGM
- “THAT subject to and conditional upon the granting by the Listing Committee of the Stock Exchange of the listing of and permission to deal in the Shares to be issued pursuant to the exercise of option granted under the refreshed scheme mandate limit (the “Scheme Mandate Limit”) under the share option scheme adopted on 21 January 2002,
(a) the refreshment of the Scheme Mandate Limit of up to 10 per cent. of the Shares of the Company in issue (to be adjusted for the effect of the Share Subdivision) as at the date of passing of this resolution be and is hereby approved; and
(b) the Directors be and are hereby authorised do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangements.
By Order of the Board
Riche Multi-Media Holdings Limited
Heung Wah Keung
Chairman
Hong Kong, 28 December 2004
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place of business in Hong Kong:
Units 609-610, 6th Floor
Miramar Tower
132 Nathan Road
Tsimshatsui
Kowloon
Hong Kong
— 16 —
NOTICE OF SGM
Notes:
-
A member entitled to attend and vote at the SGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
-
A form of proxy for use at the SGM is enclosed. Whether or not you intend to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should he so wish.
-
In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company's branch share registrar, Standard Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.
-
In the case of joint holders of shares, any one of such holders may vote at the SGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
-
As at the date hereof, the executive Directors are Mr Heung Wah Keung, Ms Chen Ming Yin, Tiffany, Mr Lei Hong Wai and the three independent non-executive Directors are Mr Lai Hok Lin, Mr Tang Chak Lan, Gilbert and Mr Ho Wai Chi, Paul.
— 17 —