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Samsonite Group S.A. Proxy Solicitation & Information Statement 2006
50259_rns_2006-05-30_674bd405-caae-4bd1-838d-c00f35dd51e6.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in Riche Multi-Media Holdings Limited (the "Company"), you should at once hand this circular together with the enclosed form of proxy to the purchaser(s) or transferee(s) or to the licensed securities dealer, bank or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
RICHE MULTI-MEDIA HOLDINGS LIMITED
疍采多媒體集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 23 June 2006, at 3:00 p.m. is set out in Appendix III of this circular. If you are not able to attend the annual general meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrars in Hong Kong, Standard Registrars Limited of 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjourned meeting. Completion and return of the proxy form shall not preclude you from attending and voting at the annual general meeting or any adjourned meeting should you so wish.
For identification purposes only
30 May 2006
CONTENTS
Page
Responsibility Statement ... ii
Definitions ... 1
Letter from the Board
Introduction ... 3
General Mandate to Issue Shares ... 4
General Mandate to Repurchase Shares ... 4
Proposed Directors for Re-election ... 5
Notice of AGM ... 5
Right to Demand a Poll ... 5
Recommendation ... 6
Documents Available for Inspection ... 6
Appendix I — Explanatory Statement on Repurchase Mandate ... 7
Appendix II — Details of Directors Proposed for Re-election ... 12
Appendix III — Notice of AGM ... 14
— i —
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
— ii —
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
“Acquisition” the proposed acquisition of 100% interest in the issued share capital of Shinhan-Golden and the Sale Loan
“AGM” the annual general meeting of the Company to be held at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 23 June 2006 at 3:00 p.m., a notice of which is set out in Appendix III of this circular
“Board” the board of Directors
“Bye-laws” the bye-laws of the Company as amended, supplemented or modified from time to time
“Company” Riche Multi-Media Holdings Limited, an exempted company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange
“Consideration Shares” a total of 1,330,321,745 new Shares which will fall to be allotted and issued at the price of HK$0.20 each
“Directors” the directors of the Company
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date” 26 May 2006, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Repurchase Mandate” a general mandate granted to the Directors at AGM to exercise the powers of the Company to repurchase Shares pursuant to and in accordance with the resolution
“Sale Loan” all obligations, liabilities and debts owing or incurred by Shinhan-Golden to the Northbay Investments Holdings Limited on or at any time prior to the completion of Acquisition
— 1 —
DEFINITIONS
| “Share(s)” | ordinary share(s) of HK$0.01 each in the share capital of the Company |
|---|---|
| “Shareholder(s)” | holder(s) of the Shares |
| “Share Repurchase Rules” | the relevant rules set out in the Listing Rules to regulate the repurchase by companies with a primary listing on the Stock Exchange of their own securities on the Stock Exchange |
| “Shinhan-Golden” | Shinhan-Golden Faith International Development Limited, a company incorporated in the British Virgin Islands and is beneficially owned by the Northbay Investments Holdings Limited |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | The Hong Kong Code on Takeovers and Mergers |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
— 2 —
LETTER FROM THE BOARD
RICHE MULTI-MEDIA HOLDINGS LIMITED
豊采多媒體集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
Executive Directors:
Mr. Heung Wah Keung (Chairman)
Ms. Chen Ming Yin, Tiffany (Vice Chairman)
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Independent Non-executive Directors:
Mr. Tang Chak Lam, Gilbert
Mr. Ho Wai Chi, Paul
Mr. Lien Wai Hung
Head Office and
Principal Place of Business:
Unit 609, 6/F
Miramar Tower
132 Nathan Road
Tsimshatsui
Kowloon
Hong Kong
30 May 2006
To the Shareholders and, for information only,
the holders of the share options of the Company
Dear Sir or Madam,
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
On 29 June 2005, resolutions were passed by the Shareholders giving general mandates to the Directors to issue and allot new Shares and to exercise the powers of the Company to repurchase the Shares in accordance with the rules (the "Share Repurchase Rules")
- For identification purposes only
LETTER FROM THE BOARD
regulating the repurchase by companies having a primary listing on the Stock Exchange of their own shares as contained in the Listing Rules. These mandates will lapse at the conclusion of the forthcoming AGM which is to be held on 23 June 2006 unless renewed at that meeting. It is therefore proposed to renew the general mandates to issue and allot new Shares and to repurchase Shares at the AGM.
The purpose of this circular is to provide you with information relating to (i) the proposed renewal of the general mandates to issue and allot new Shares and to repurchase Shares and (ii) the proposed Directors for re-election so as to give you all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.
2. GENERAL MANDATE TO ISSUE SHARES
At the AGM, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to issue new Shares representing up to 20% of the issued share capital of the Company as at the date the resolution is passed. In addition, an ordinary resolution will also be proposed to authorise an extension of such general mandate to be granted to the Directors to issue new Shares during the period up to the next annual general meeting of the Company or such earlier period as stated in the relevant resolution by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate the number of Shares repurchased under the Repurchase Mandate (as defined below), if granted.
3. GENERAL MANDATE TO REPURCHASE SHARES
An ordinary resolution will be proposed at the AGM to give a general and unconditional mandate (the "Repurchase Mandate") to the Directors to exercise the powers of the Company to repurchase Shares at any time until the first to occur of either the conclusion of the next annual general meeting of the Company following the passing of the resolution (unless the mandate is renewed at such meeting) or the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act 1981 of Bermuda or any applicable laws of Bermuda to be held or until the mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting. The total number of Shares which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the issued share capital of the Company as at the date of the passing of the resolution approving the Repurchase Mandate.
An explanatory statement as required under the Share Repurchase Rules to provide the requisite information is set out in the Appendix I hereto.
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LETTER FROM THE BOARD
4. PROPOSED DIRECTORS FOR RE-ELECTION
Pursuant to bye-laws 87 and 88 of the Bye-laws, Mr. Heung Wah Keung and Ms. Chen Ming Ying, Tiffany will be retiring by rotation at the AGM and being eligible for re-election. Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II of this circular.
5. NOTICE OF AGM
The notice convening the AGM is set out in Appendix III of this circular. Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with instructions printed thereon and return the same to branch share registrars in Hong Kong, Standard Registrars Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjourned meeting. Completion and return of the proxy form shall not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish.
6. RIGHT TO DEMAND A POLL
Pursuant to the bye-law 66 of the Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:
(i) the chairman of the meeting; or
(ii) 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 meeting; or
(iii) 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 the Shareholders having the right to vote at the meeting; or
(iv) Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised corporate representative or by proxy and holding Shares conferring a right to vote at the 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 the Shares conferring that right.
— 5 —
LETTER FROM THE BOARD
On a show of hands every Shareholder presents in person or by proxy or (being a corporation) is represented by a representative duly authorised shall have one vote, and on a poll every Shareholder presents in person or, in case of a Shareholder being a corporation by its duly authorised representative or by proxy shall have one vote for every fully paid Share.
7. RECOMMENDATION
The Directors believe that the proposed general mandate to issue new Shares, the Repurchase Mandate and the proposed Directors for re-election are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders should vote in favour of the resolutions to be proposed at the AGM.
8. DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the Memorandum of Association of the Company and the Bye-laws will be available for inspection at the head office and principal place of business of the Company in Hong Kong at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong during the normal business hours on any business day up to and including 23 June 2006 and at the AGM.
By Order of the Board
Mr. Heung Wah Keung
Chairman
— 6 —
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the Repurchase Mandate and should be read in conjunction with the letter from the Board hereinbefore appearing.
1. SHARE REPURCHASE RULES
The Share Repurchase Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
(a) Shareholders’ Approval
The Share Repurchase Rules provide that all on-market securities repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval in relation to specific transactions.
(b) Source of Funds
Repurchases must be funded out of funds which are legally available for the purpose and in accordance with the constitutive documents of the company and the laws of the jurisdiction in which the company is incorporated.
(c) Maximum Number of Shares to be Repurchased and Subsequent Issue
The shares to be repurchased by a company must be fully-paid up. A maximum of 10% of the existing issued share capital of a company as at the date of passing the relevant resolution may be repurchased on the Stock Exchange and a company may not, without the prior approval of the Stock Exchange, issue new shares or announce a proposed new issue of shares for a period of 30 days immediately following a share repurchase whether on the Stock Exchange or otherwise (other than an issue of securities pursuant to the exercise of warrants, share options or similar instruments requiring the company to issue securities, which were outstanding prior to the repurchase).
2. SHARE CAPITAL
As at the Latest Practicable Date, the Company has an aggregate of 5,154,018,000 Shares in issue.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
On the basis of this figure and assuming that no outstanding share options of the Company has been exercised or converted and no Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 515,401,800 Shares subject to the passing of the ordinary resolution to approve the Repurchase Mandate.
On 17 February 2006, the Group entered into a conditional sale and purchase with Northbay Investments Holdings Limited, pursuant to which the Group would acquire 100% interest in Shinhan-Golden and the Sale Loan at an aggregate consideration of approximately HK$266,064,350. The consideration shall be satisfied by the allotment and issue of the Consideration Shares. The Acquisition is not completed as at the Latest Practicable Date.
On the basis of 5,154,018,000 Shares in issue as at the Latest Practicable Date and assuming that the Consideration Shares have been issued before the passing of the ordinary resolution to approve the Repurchase Mandate, no outstanding share options of the Company has been exercised or converted and no Shares are repurchased prior to the AGM, the issued share capital of the Company would be increased to 6,484,339,745 Shares. The Company would be allowed under the Repurchase Mandate to repurchase a maximum of 648,433,974 Shares subject to the passing of the ordinary resolution to approve the Repurchase Mandate.
3. FUNDING OF REPURCHASES
In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association, the Bye-laws and the Companies Act 1981 of Bermuda. The Directors presently proposed that any Shares repurchased under the Repurchase Mandate would be funded out of the capital paid up on the purchased Shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose.
The Company is empowered by its memorandum of association and the Bye-laws to repurchase its Shares.
In the event that the proposed Repurchase Mandate to be authorised were to be carried out in full at any time during the proposed repurchase period, there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the Company's latest published audited financial accounts for the year ended 31 December 2005). However, the Directors do not propose to exercise the Repurchase Mandate to an extent as would in the circumstances have a material adverse effect on the working capital or gearing position of the Company.
— 8 —
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
4. SHARE PRICES
The highest and lowest traded prices for the Shares on the Stock Exchange during each of the previous twelve months were as follows:
| Per Share | ||
|---|---|---|
| Highest Traded Price | ||
| HK$ | Lowest Traded Price | |
| HK$ | ||
| Month | ||
| June 2005 | 0.390 | 0.355 |
| July 2005 | 0.370 | 0.350 |
| August 2005 | 0.380 | 0.335 |
| September 2005 | 0.390 | 0.335 |
| October 2005 | 0.350 | 0.155 |
| November 2005 | 0.250 | 0.180 |
| December 2005 | 0.250 | 0.170 |
| January 2006 | 0.225 | 0.180 |
| February 2006 | 0.285 | 0.200 |
| March 2006 | 0.249 | 0.183 |
| April 2006 | 0.230 | 0.200 |
| May 2006 (up to the Latest Practicable Date) | 0.230 | 0.230 |
5. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate at the AGM in accordance with the Listing Rules, the regulations set out in the memorandum of association of the Company and the Bye-laws and all the applicable laws of Bermuda.
6. EFFECT OF THE TAKEOVERS CODE
If, on the exercise of the power to repurchase securities pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increase, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
As at the Latest Practicable Date, China Star Entertainment Limited, through Classical Statue Limited, its wholly-owned subsidiary, holds 2,116,590,000 Shares representing approximately 41.06% of the issued share capital of the Company. In the event that the Company were to exercise the Repurchase Mandate in full, the number of the total issued Shares would decrease from 5,154,018,000 Shares to 4,638,616,200 Shares resulting in the shareholding of China Star Entertainment Limited in the Company increasing to approximately 45.63% and accordingly China Star Entertainment Limited would become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.
Assuming the Acquisition has been completed as at the Latest Practicable Date, the issued share capital of the Company would be increased to 6,484,339,745 Shares. China Star Entertainment Limited, through Classical Statue Limited, its wholly-owned subsidiary, holds Shares representing approximately 32.64% of the issued share capital of the Company. In the event that the Company were to exercise the Repurchase Mandate in full, the number of the total issued Shares would decrease from 6,484,339,745 Shares to 5,835,905,771 Shares resulting in the shareholding of China Star Entertainment Limited in the Company increasing to approximately 36.27% and accordingly China Star Entertainment Limited would become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.
However, the Board has no intention to exercise the Repurchase Mandate to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer. Save for the aforesaid, the Directors are not aware of any consequences which may arise under Rule 26 of the Takeover Code as a result of any repurchases pursuant to the Repurchase Mandate.
In the event that the power to repurchase securities pursuant to the Repurchase Mandate is exercised in full, the number of Shares held by the public would not fall below 25%.
7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such Repurchase Mandate is approved by the Shareholders.
No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
— 10 —
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
8. SHARE REPURCHASES MADE BY THE COMPANY
No share repurchases have been made by the Company during the last six months (whether on the Stock Exchange or otherwise) before the Latest Practicable Date.
9. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have the power to repurchase securities pursuant to the Repurchase Mandate. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.
— 11 —
APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors to be retired and proposed to be re-elected at the AGM:
Mr. Heung Wah Keung, aged 57, is the Chairman of the Company. He has been an Executive Director of the Company since 2001. He is also a member of the nomination committee and finance committee of the Company and a director of several other subsidiaries of the group. He is responsible for the development of the overall strategic planning of the group and liaising with various government authorities in the People's Republic of China. His wife, Ms. Chen Ming Yin, Tiffany, is the Vice Chairman of the Company. Mr. Heung has over 20 years of experience in the entertainment and multimedia industries. He was the founder of Win's Entertainment Limited and One Hundred Years of Film Company Limited. Mr. Heung is also the chairman of China Star Entertainment Limited (Stock Code: 326), the controlling shareholder of the Company, and the vice chairman of the Hong Kong Kowloon and New Territories Motion Picture Industry Association Limited.
Save as disclosed above, other than the directorship with the Company and China Star Entertainment Limited, Mr. Heung does not hold any directorships in any other listed companies in the past three years.
Save as disclosed above, Mr. Heung does not have any relationship with any director, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Heung has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no service contract signed between Mr. Heung and the Company. Mr. Heung will have no fixed term of service with the Company and is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-Laws of the Company. Mr. Heung will not be entitled to a director's fee and any other emoluments.
Save as disclosed above, there is no other information relating to Mr. Heung that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of Mr. Heung's re-election.
Ms. Chen Ming Yin, Tiffany, aged 49, is the Vice Chairman of the Company. She has been an Executive Director of the Company since 2001. She is also a member of the remuneration committee of the Company and a director of several other subsidiaries of the group. She is responsible for the overall management and business development of the group. Ms. Chen is the wife of Mr. Heung Wah Keung. She has over 15 years of experience in the entertainment and multi-media industries. She has produced a number of blockbuster films for Win's Entertainment Limited and One Hundred Years of Film Company Limited. Ms. Chen is the vice chairman of China Star Entertainment Limited (Stock Code: 326). In 2003, she was selected as one of 2003 Women in Entertainment — International Power by The Hollywood Reporter.
— 12 —
APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, other than the directorship with the Company and China Star Entertainment Limited, Ms. Chen does not hold any directorships in any other listed companies in the past three years.
Save as disclosed above, Ms. Chen does not have any relationship with any director, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Ms. Chen has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no service contract signed between Ms. Cheng and the Company. Ms. Chen will have no fixed term of service with the Company and is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-Laws of the Company. Ms. Chen will not be entitled to a director’s fee and any other emoluments.
Save as disclosed above, there is no other information relating to Ms. Chen that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of Ms. Chen’s re-election.
The Board is not aware of any other matters relating to the re-election of Mr. Heung Wah Keung and Ms. Chen Ming Yin, Tiffany as Directors that need to be brought to the attention of the Shareholders.
— 13 —
APPENDIX III
NOTICE OF AGM
RICHE MULTI-MEDIA HOLDINGS LIMITED
暨采多媒體集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Riche Multi-Media Holdings Limited (the "Company") will be held at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 23 June 2006 at 3:00 p.m., for the following purposes:
- To receive and consider the audited financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2005.
- To re-elect the retiring directors and authorise the board of directors to fix the directors' remuneration.
- To re-appoint Messrs. HLB Hodgson Impey Cheng as the auditors of the Company and to authorise the board of directors to fix their remuneration.
- To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
A. “THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
For identification purposes only
APPENDIX III
NOTICE OF AGM
(c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into shares of the Company, (iii) any share option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of shares or rights to acquire shares of the Company or (iv) an issue of shares of the Company as scrip dividends or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not in total exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company under this resolution; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended) or any applicable laws of Bermuda to be held.
“Rights Issue” means where shares of the Company or warrants, options or other securities giving rights to subscribe for shares are offered, allotted and issued open for a period fixed by the directors of the Company to shareholders of the Company or any class thereof on the register of the Company on a fixed record date in proportion to their then holdings of such shares or any class thereof (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).
APPENDIX III
NOTICE OF AGM
B. “THAT:
(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its issued shares in the share capital of the Company of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange (as amended from time to time), be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue, in each case as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution
“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company under this resolution; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended) or any applicable laws of Bermuda to be held.”
and
C. “THAT conditional upon the passing of the resolutions 4(A) and 4(B) above, the general mandate granted to the directors of the Company for the time being in force to exercise the powers of the Company to allot, issue and deal with new shares pursuant to the resolution 4(A) be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may
APPENDIX III
NOTICE OF AGM
be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of shares repurchased by the Company under the authority granted pursuant to the resolution 4(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.”
By Order of the Board
Mr. Heung Wah Keung
Chairman
Hong Kong, 30 May 2006
Notes:
(1) A shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and, in the event of a poll, vote on his behalf. A proxy need not be a shareholder of the Company. 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.
(2) To be valid, the form of proxy, together with any power of attorney or other attorney (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the Company’s branch share registrars in Hong Kong, Standard Registrars Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.
(3) With regard to ordinary resolution no. 2 in this notice, Mr. Heung Wah Keung and Ms. Chen Ming Yin, Tiffany will retire by rotation and, being eligible, offer themselves for re-election at the meeting. Their particulars are set out in the Appendix II of the circular to shareholders dated 30 May 2006.
(4) Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting or at any adjourned meeting.
(5) As at the date hereof, the executive directors of the Company are Mr. Heung Wah Keung, Ms. Chen Ming Yin, Tiffany and the independent non-executive directors of the Company are Mr. Tang Chak Lam, Gilbert and Mr. Ho Wai Chi, Paul and Mr. Lien Wai Hung.
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