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Samsonite Group S.A. Proxy Solicitation & Information Statement 2007
50259_rns_2007-06-07_1c7bbe4a-743a-4da2-bded-20af683f7c63.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
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES;
RE-ELECTION OF DIRECTORS;
REFRESHMENT OF THE SCHEME MANDATE LIMIT;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at Unit 3408, Shun Tak Centre, West Tower, 168 – 200 Connaught Road Central, Hong Kong on Friday, 29 June 2007, at 11:00 a.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 at 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.
6 June 2007
CONTENTS
Page
Responsibility Statement ... ii
Definitions ... 1
Letter from the Board
Introduction ... 4
General Mandate to Issue and Allot New Shares ... 5
General Mandate to Repurchase Shares ... 6
Directors Proposed for Re-election ... 6
Refreshment of the Scheme Mandate Limit ... 6
Notice of AGM ... 9
Right to Demand a Poll ... 10
Recommendation ... 10
Documents Available for Inspection ... 11
Appendix I — Explanatory Statement on Repurchase Mandate ... 12
Appendix II — Details of Directors Proposed for Re-election ... 17
Appendix III — Notice of Annual General Meeting ... 20
— 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:
"AGM"
the annual general meeting of the Company to be held at Unit 3408, Shun Tak Centre, West Tower, 168 – 200 Connaught Road Central, Hong Kong on Friday, 29 June 2007 at 11:00 a.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
"Directors"
the directors of the Company
"Eligible Persons"
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
(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,
— 1 —
DEFINITIONS
(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 New 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
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
6 June 2007, 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
"New Share Option Scheme"
the share option scheme adopted by the Company on 21 January 2002
"Old Share Option Scheme"
the share option scheme adopted by the Company on 19 January 2000 and terminated on 21 January 2002
"Options"
share options issued or to be issued by the Company under the New Share Option Scheme
"Repurchase Mandate"
the general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase Shares up to 10% of the issued share capital of the Company at the date of passing such resolution at the AGM
— 2 —
DEFINITIONS
"Scheme Mandate Limit" the total number of Shares (being up to 10% of Shares in issue at the date of the AGM) which may be issued upon exercise of all options to be granted under the New Share Option Scheme as at the date of adoption of the New Share Option Scheme or as refreshed
"Share(s)" ordinary share(s) of HK$0.10 each in the share capital of the Company
"Share Consolidation" the consolidation of every ten issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company into one issued and unissued ordinary share of HK$0.10 as taken effect on 21 May 2007
"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
"Share Subdivision" the subdivision of every one issued and unissued ordinary share of HK$0.10 in the share capital of the Company into ten issued and unissued ordinary shares of HK$0.01 each as taken effect on 17 January 2005
"Shareholder(s)" holder(s) of the Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" The Hong Kong Code on Takeovers and Mergers
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
— 3 —
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)
Independent Non-executive Directors:
Mr. Tang Chak Lam, Gilbert
Mr. Ho Wai Chi, Paul
Mr. Lien Wai Hung
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head Office and
Principal Place of Business:
Unit 3408
Shun Tak Centre, West Tower
168 – 200 Connaught Road Central
Hong Kong
6 June 2007
To the Shareholders and, for information only,
the holders of the Options
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES;
RE-ELECTION OF DIRECTORS;
REFRESHMENT OF THE SCHEME MANDATE LIMIT;
AND
NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
On 23 June 2006, resolutions were passed by the Shareholders giving the general and unconditional 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 Share Repurchase Rules. As the general and unconditional mandate to issue and allot new Shares granted
LETTER FROM THE BOARD
to the Directors on 23 June 2006 was substantially utilised in March 2007, an ordinary resolution was passed by the Shareholders, other the Directors, the chief executive of the Company and their respective associates (including Classical Statue Limited), giving a new general and unconditional mandate to issue and allot new Shares at the special general meeting of the Company held on 18 May 2007. Since these existing mandates will lapse upon the conclusion of the AGM unless renewed at that meeting, the Directors propose to renew the general and unconditional 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 and unconditional mandates to issue and allot new Shares and to repurchase Shares; (ii) the Directors proposed for re-election; and (iii) the Scheme Mandate Limit for the Directors to exercise the powers of the Company to grant Options entitling holders thereof to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date of the AGM 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 AND ALLOT NEW 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 (the "Extension 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, if granted.
The Directors believe that it is in the interests of the Company and its Shareholders as a whole if the proposed general and unconditional mandate to issue and allot new Shares is granted at the AGM. The need for an issue of new Shares under the general and unconditional mandate to issue and allot new Shares could, for example, arise in the context of a transaction, such as an acquisition by the Company where Shares are to be issued as consideration, which has to be completed speedily. In addition, an exercise of the general and unconditional mandate to issue and allot new Shares will enable the Company to take advantage of market conditions to raise additional capital for the Company. The Directors currently have no intention of any acquisition by the Company or any plan for raising capital by issuing new Shares.
— 5 —
LETTER FROM THE BOARD
3. GENERAL MANDATE TO REPURCHASE SHARES
An ordinary resolution will be proposed at the AGM to grant 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 Repurchase 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.
4. DIRECTORS PROPOSED FOR RE-ELECTION
Pursuant to bye-laws 87 and 88 of the Bye-laws, Mr. Tang Chak Lam, Gilbert, Mr. Ho Wai Chi, Paul and Mr. Lien Wai Hung 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. REFRESHMENT OF THE SCHEME MANDATE LIMIT
Pursuant to a resolution passed at the special general meeting of the Company held on 21 January 2002, the New Share Option Scheme was adopted and the Old Share Option Scheme was terminated.
The purpose of the New Share Option Scheme is to provide incentives and rewards to Eligible Persons for their contribution or potential contribution to the Group. The exercise price of an Option must be the highest of: (i) the closing price of the Shares as stated in the Stock Exchange's daily quotations sheet on the date of grant, which must be a business day; (ii) the average closing price of the Shares as stated in the Stock Exchange's daily quotations sheets for the five business day immediately preceding the date of grant; and (iii) the nominal value of the Share.
— 6 —
LETTER FROM THE BOARD
Old Share Option Scheme
As the Old Share Option Scheme was terminated, no further share options can be granted under the Old Share Option Scheme. Moreover, no outstanding share options granted under the Old Share Option Scheme remain valid and exercisable in accordance with the provisions of the Old Share Option Scheme.
Apart from the New Share Option Scheme, the Company has no other share option scheme in place as at the Latest Practicable Date.
New Share Option Scheme
Pursuant to the New Share Option Scheme, the total number of Shares which may be issued upon exercise of all Options to be granted by the Company under the New Share Option Scheme and any other options to be granted by the Company under any other share option schemes of the Company must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the New Share Option Scheme (being the "Scheme Mandate Limit"). Options, lapsed in accordance with the terms of the New Share Option Scheme shall not be counted for the purpose of calculating the Scheme Mandate Limit. The Scheme Mandate Limit may be refreshed by Shareholders in general meeting from time to time.
At the special general meeting held on 18 May 2007, the Scheme Mandate Limit was refreshed to allow the Company to grant Options entitling holders to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date approving the refreshment, which amounted to 81,051,997 Options (after adjustment for the Share Consolidation).
On 31 May 2007, the Company granted a total of 79,129,000 Options to certain Eligible Persons to allow them to subscribe for 79,129,000 Shares, which represented 97.63% of the Scheme Mandate Limit as refreshed at the special general meeting held on 18 May 2007.
Up to the Latest Practicable Date, the Company has granted an aggregate of 174,169,000 Options (after adjustments for the Share Subdivision and the Share Consolidation) under the New Share Option Scheme pursuant to the Scheme Mandate Limit as refreshed on 14 January 2005 and 18 May 2007. 32,400,000 Options and 950,000 Options were exercised and cancelled respectively, and no Option was lapsed under the New Share Options Scheme. Therefore, as at the Latest Practicable Date, there are 140,819,000 Options outstanding and unexercised under the New Share Option Scheme to which holders were entitled to subscribe for 140,819,000 Shares.
— 7 —
LETTER FROM THE BOARD
Details of refreshments of the Scheme Mandate Limit and movements of Options granted under the New Share Option Scheme are summarised as follows:
| Date of adoption of New Share Option Scheme (A)/date of refreshment of the Scheme Mandate Limit (R) | Number of Shares that may be issued pursuant to all Options to be granted under the New Share Option Scheme and the Scheme Mandate Limit | Date of grant | Number of Options granted | Number of Options exercised | Number of Options lapsed | Number of Options outstanding as at the Latest Practicable Date |
|---|---|---|---|---|---|---|
| 21 January 2002 (A) | 47,520,000 * | 8 March 2002 | 19,950,000 | — | (950,000) | 19,000,000 |
| 13 December 2004 | 27,570,000 | — | — | 27,570,000 | ||
| 14 January 2005 (R) | 47,520,000 ** | 22 March 2007 | 47,520,000 | (32,400,000) | — | 15,120,000 |
| 18 May 2007 (R) | 81,051,997 ** | 31 May 2007 | 79,129,000 | — | — | 79,129,000 |
| 176,091,997 | 174,169,000 | (32,400,000) | (950,000) | 140,819,000 |
: adjusted for the Share Subdivision and the Share Consolidation
*: adjusted for the Share Consolidation
As 97.63% of the Scheme Mandate Limit of 81,051,997 Options as refreshed on 18 May 2007 has been used, the Directors are of the view that in order to provide incentives and rewards to the Eligible Persons for their contribution or potential contribution to the Group by granting Options to them, the Scheme Mandate Limit shall be refreshed to provide the Company with greater flexibility on recruiting and retaining high-calibre employees and attracting human resources that are valuable to the Group.
As at the Latest Practicable Date, there were 966,139,974 Shares in issue. Assuming there is no further allotment and issue of Shares and no further grant of Options under the New Share Option Scheme, upon the granting of a refreshment of the Scheme Mandate Limit by the Shareholders at the AGM, the Scheme Mandate Limit (as refreshed) will allow the Company to grant Option entitling holders thereof to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date of approving the refreshment of the Scheme Mandate Limit which are 96,613,997 Shares.
The limit on the number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes adopted by the Company including the Old Share Option Scheme
LETTER FROM THE BOARD
must not exceed 30% of the Shares in issue from time to time. As at the Latest Practicable Date, such number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes adopted by the Company including the Old Share Option Scheme does not exceed 30% of the Shares in issue.
The refreshment of the Scheme Mandate Limit is conditional upon:
(i) the passing by the Shareholders of an ordinary resolution at the AGM 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, 10% of the Shares in issue as at the date of approval of the refreshment of the Scheme Mandate Limit which may be issued pursuant to the exercise of Options to be granted under the New Share Option Scheme.
Application will be made to the Listing Committee of the Stock Exchange for the grant of listing of, and permission to deal in, 10% of the Shares in issue as at the date of approval of the refreshment of the Scheme Mandate Limit which may be issued pursuant to the exercise of Options to be granted under the New Share Option Scheme.
Adjustments in relation to the Options
As the Share Subdivision and the Share Consolidation caused adjustments to the exercise prices and the number of Shares to be issued under the Options, the Company's auditors have reviewed and confirmed that the basis of such adjustments to the Options complied with the Chapter 17 of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005 and in accordance with the rules of the New Share Option Scheme.
6. 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 at 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.
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LETTER FROM THE BOARD
7. RIGHT TO DEMAND A POLL
Pursuant to 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.
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.
8. RECOMMENDATION
The Directors believe that the proposed general and unconditional mandate to issue and allot new Shares, the Extension Mandate, the Repurchase Mandate, the Directors proposed for re-election and the refreshment of the Scheme Mandate Limit 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.
— 10 —
LETTER FROM THE BOARD
9. 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 3408, Shun Tak Centre, West Tower, 168 – 200 Connaught Road Central, Hong Kong during the normal business hours on any business day up to and including 29 June 2007 and at the AGM.
By Order of the Board
Riche Multi-Media Holdings Limited
Mr. Heung Wah Keung
Chairman
— 11 —
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 966,139,974 Shares in issue.
On the basis of this figure and assuming no outstanding share options of the Company are exercised 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 96,613,997 Shares subject to the passing of the ordinary resolution to approve the Repurchase Mandate.
— 12 —
APPENDIX I EXPLANATORY STATEMENT ON 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 propose 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 Repurchase Mandate was 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 2006). 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.
4. SHARE PRICES
The highest and lowest traded prices for the Shares on the Stock Exchange during each of the previous 12 months were as follows:
| Month | Per Share | |
|---|---|---|
| Highest Traded Price HK$ | Lowest Traded Price HK$ | |
| June 2006 | 2.30 | 1.50 |
| July 2006 | 1.74 | 1.31 |
| August 2006 | 1.69 | 1.50 |
| September 2006 | 1.59 | 1.50 |
| October 2006 | 1.59 | 1.50 |
| November 2006 | 1.50 | 1.48 |
| December 2006 | 1.48 | 1.26 |
| January 2007 | 1.45 | 1.40 |
| February 2007 | 1.45 | 0.90 |
| March 2007 | 1.00 | 0.40 |
| April 2007 | 1.49 | 0.55 |
| May 2007 | 0.98 | 0.66 |
| June 2007 (up to the Latest Practicable Date) | 0.73 | 0.66 |
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
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 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 purpose 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.
As at the Latest Practicable Date, the following persons and corporations had, interests in 5% or more in the Shares and underlying Shares, as recorded in the register required to be kept under Section 336 of the Securities and Futures Ordinance:
Long positions
| Name | Notes | Capacity | Interest in Shares | Interest in underlying Shares | Total interest in Shares | Percentage of the issued capital of the Company |
|---|---|---|---|---|---|---|
| China Star Entertainment Limited | 1 and 3 | Interest of corporation | 223,251,000 | — | 223,251,000 | 23.11% |
| China Star Entertainment (BVI) Limited | 1 and 3 | Interest of corporation | 223,251,000 | — | 223,251,000 | 23.11% |
| Classical Statue Limited | 1 and 3 | Beneficial owner | 223,251,000 | — | 223,251,000 | 23.11% |
| Mr. Andrew Nan Sherril | 2 | Interest of corporation | 129,492,174 | — | 129,492,174 | 13.40% |
| Asia Vest Partners Limited | 2 | Interest of corporation | 129,492,174 | — | 129,492,174 | 13.40% |
| Asia Vest Partners VII Limited | 2 | Interest of corporation | 129,492,174 | — | 129,492,174 | 13.40% |
| Asia Vest Partners X Limited | 2 | Interest of corporation | 129,492,174 | — | 129,492,174 | 13.40% |
| Northbay Investments Holdings Limited | 2 | Beneficial owner | 129,492,174 | — | 129,492,174 | 13.40% |
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
Notes:
-
223,251,000 Shares are beneficially owned by Classical Statue Limited. Classical Statue Limited is a wholly-owned subsidiary of China Star Entertainment (BVI) Limited. China Star Entertainment (BVI) Limited is also a wholly-owned subsidiary of China Star Entertainment Limited, a company listed on the Stock Exchange. China Star Entertainment Limited and China Star Entertainment (BVI) Limited are deemed to be interested in the Shares owned by Classical Statue Limited.
-
129,492,174 Shares are beneficially owned by Northbay Investments Holdings Limited. 35.5% and 64.5% of the shareholding of Northbay Investments Holdings Limited are respectively owned by Asia Vest Partners VII Limited and Asia Vest Partners X Limited, and both of them are indirectly wholly-owned by Mr. Andrew Nan Sherrill through Asia Vest Partners Limited.
-
Mr. Heung Wah Keung, Ms. Chen Ming Yin, Tiffany and Mr. Ho Wai Chi, Paul are directors of the Company and China Star Entertainment Limited. Mr. Heung Wah Keung and Ms. Chen Ming Yin, Tiffany are also directors of China Star Entertainment (BVI) Limited and Classical Statue Limited.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the substantial Shareholders as defined in the Listing Rules holding more than 10% of the issued share capital of the Company are Classical Statue Limited (“Classical Statute”) and Northbay Investments Holdings Limited (“Northbay”).
Classical Statue is the registered owner of 223,251,000 Shares representing approximately 23.11% of the issued share capital of the Company. On the basis that no further Shares are issued and repurchased prior to the AGM and assuming that no share options are exercised prior to the exercise in full of the Repurchase Mandate, in the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the number of the total issued Shares would decrease from 966,139,974 Shares to 869,525,976 Shares resulting in the shareholding of Classical Statute in the Company increasing to approximately 25.68%. Such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeover Code.
Northbay is the registered owner of 129,492,174 Shares representing approximately 13.40% of the issued share capital of the Company. On the basis that no further Shares are issued and repurchased prior to the AGM and assuming no share options are exercised prior to the exercise in full of the Repurchase Mandate, in the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the number of the total issued Shares would decrease from 966,139,974 Shares to 869,525,976 Shares resulting in the shareholding of Northbay in the Company increasing to approximately 14.89%. Such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeover Code.
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.
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APPENDIX I EXPLANATORY STATEMENT ON 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.
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.
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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. Tang Chak Lam, Gilbert, aged 56, is an independent non-executive Director, the chairman of the audit committee of the Company and a member of the remuneration committee and the nomination committee of the Company. He is a practicing solicitor in Hong Kong since 1987 and is a senior partner of Messrs. Gilbert Tang & Co.. He was a director of Pok Oi Hospital in 1993 and a Member of the Kowloon West Advisory Committee of Hong Kong Bank Foundation District Community Programme between July 1991 and November 1995. Mr. Tang holds a Bachelor of Law Degree from the University of Buckingham in the United Kingdom, and a Diploma in Chinese Law from the University of East Asia in Macau. Mr. Tang was appointed as a non-executive Director in February 2002.
Mr. Tang does not hold any directorships in any members of the Company and any directorships in any other listed companies in the past three years.
Mr. Tang 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. Tang has no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance. There is no service contract signed between Mr. Tang and the Company. Mr. Tang 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. Tang will be entitled to a director's fee of HK$120,000 per annum which is determined by the Board with reference to his duties and responsibilities with the Company. Save for the director's fee as disclosed above, Mr. Tang will not be entitled to any other emoluments.
The Company considers Mr. Tang to be independent with due regards to the guidelines as set out in Rule 3.13 of the Listing Rules.
Save as disclosed above, the Board is not aware of any other matters relating to the re-election of Mr. Tang Chak Lam, Gilbert as a Director that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Mr. Ho Wai Chi, Paul, aged 56, is an independent non-executive Director and a member of the audit committee and the finance committee of the Company. He is the sole proprietor of Paul W.C. Ho & Company, Certified Public Accountants (Practising), and is an associate of the Institute of Chartered Accountants in England and Wales, United Kingdom and a fellow of the Hong Kong Institute of Certified Public Accountants. Mr. Ho was appointed as a non-executive Director in September 2004.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Ho holds directorships as an independent non-executive director and a member of the audit committee of companies listed on the main board of the Stock Exchange which include China Star Entertainment Limited, a substantial Shareholder, Ngai Hing Hong Company Limited and Peking Apparel International Group Limited. Save as disclosed above, Mr. Ho does not hold any directorships in any members of the Company and other listed companies in the past three years.
Mr. Ho is an independent non-executive director of China Star Entertainment Limited, a substantial Shareholder. Save as disclosed above, Mr. Ho 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. Ho has no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance. There is no service contract signed between Mr. Ho and the Company. Mr. Ho 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. Ho will be entitled to a director’s fee of HK$120,000 per annum which is determined by the Board with reference to his duties and responsibilities with the Company. Save for the director’s fee as disclosed above, Mr. Ho will not be entitled to any other emoluments.
The Company considers Mr. Ho to be independent with due regards to the guidelines as set out in Rule 3.13 of the Listing Rules.
Save as disclosed above, the Board is not aware of any other matters relating to the re-election of Mr. Ho Wai Chi, Paul as a Director that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Mr. Lien Wai Hung, aged 44, is an independent non-executive Director and a member of the audit committee, the remuneration committee and the nomination committee of the Company. He is a practicing solicitor in Hong Kong since 1997 and is a partner of Messrs. Leung & Lien, a firm of solicitors in Hong Kong. He graduated from the University of East London with a LLB Degree in the United Kingdom. Mr. Lien was appointed as a non-executive Director in April 2005.
Mr. Lien was appointed as an independent non-executive director of Sky Hawk Computer Group Holdings Limited (now known as China Water Industry Group Limited), a company listed on the main board of the Stock Exchange, during the period from 8 May 2006 to 15 September 2006. Save as disclosed above, Mr. Lien does not hold any directorships in any members of the Company and any directorships in any other listed companies in the past three years.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Lien 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. Lien has no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance. There is no service contract signed between Mr. Lien and the Company. Mr. Lien 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. Lien will be entitled to a director’s fee of HK$120,000 per annum which is determined by the Board with reference to his duties and responsibilities with the Company. Save for the director’s fee as disclosed above, Mr. Lien will not be entitled to any other emoluments.
The Company considers Mr. Lien to be independent with due regards to the guidelines as set out in Rule 3.13 of the Listing Rules.
Save as disclosed above, the Board is not aware of any other matters relating to the re-election of Mr. Lien Wai Hung as a Director that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
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APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
RICHE MULTI-MEDIA HOLDINGS LIMITED
(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 3408, Shun Tak Centre, West Tower, 168 - 200 Connaught Road Central, Hong Kong on Friday, 29 June 2007 at 11:00 a.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 2006.
- 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;
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
(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 ANNUAL GENERAL MEETING
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.”
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 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
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APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
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.”
and
D. “THAT conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, 10% of the shares in issue at the date of approval of this resolution which may be issued pursuant to the exercise of options to be granted under the share option scheme adopted by the Company on 21 January 2002 (the “Share Option Scheme”) and any other share option schemes of the Company, and pursuant to rule 4 of the rules of the Share Option Scheme, approval be and is hereby granted for “refreshing” the Scheme Mandate (as defined in the rules of the Share Option Scheme) under the Share Option Scheme provided that (i) the total number of shares in the share capital of the Company which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option scheme of the Company under the limit as “refreshed” hereby shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; (ii) options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme and any other share option schemes of the Company) shall not be counted for the purpose of calculating the 10% limit as “refreshed” hereby.”
By Order of the Board
Riche Multi-Media Holdings Limited
Chan Kin Wah, Billy
Company Secretary
Hong Kong, 6 June 2007
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 at 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.
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
(3) With regard to ordinary resolution no. 2 in this notice, Mr. Tang Chak Lam, Gilbert, Mr. Ho Wai Chi, Paul and Mr. Lien Wai Hung 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 6 June 2007.
(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 and Ms. Chen Ming Yin, Tiffany, and the independent non-executive directors of the Company are Mr. Tang Chak Lam, Gilbert, Mr. Ho Wai Chi, Paul and Mr. Lien Wai Hung.
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