AI assistant
Samsonite Group S.A. Proxy Solicitation & Information Statement 2010
50259_rns_2010-05-27_6fb222f4-b258-49e1-8bd4-fd0d7e5d5a8d.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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 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 China Star Investment Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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.
CHINA STAR INVESTMENT HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
(3) REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be held at Unit 3408, 34/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong on Tuesday, 29 June 2010 at 4:30 p.m. is set out on pages 20 to 24 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.
Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's Hong Kong branch share registrar, Tricor Standard 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 annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
28 May 2010
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 5
General Mandate and Repurchase Mandate. 6
Re-election of Directors 7
Refreshment of Scheme Mandate Limit 8
AGM. 10
Responsibility Statement. 10
Recommendation. 11
General. 11
Appendix I — Explanatory statement 12
Appendix II — Details of Directors proposed to be re-elected at the AGM 16
Notice of AGM 20
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held on Tuesday, 29 June 2010 at 4:30 p.m. to consider and, if thought fit, to approve, among other things, the proposed grant of the General Mandate and the Repurchase Mandate, the proposed re-election of Directors and the Refreshment of Scheme Mandate Limit
"associate(s)"
has the meaning ascribed to this term under the Listing Rules
"Board"
the board of Directors
"Bye-law(s)"
the bye-laws of the Company
"Company"
China Star Investment Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares are listed on the Main Board of the Stock Exchange
"connected person(s)"
has the meaning ascribed to this term under the Listing Rules
"Directors"
the directors of the Company
"Eligible Participant(s)"
means
(i)
(a) any director or proposed director (whether executive or non-executive, including any independent non-executive director), employee or proposed employee (whether fulltime 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
— 1 —
DEFINITIONS
(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,
(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
"General Mandate"
the general mandate proposed to be granted to the Directors at the AGM to allot and issue further new Shares not exceeding 20% of the issued share capital of the Company as at the date of granting of the General Mandate
"Group"
the Company and all of its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
— 2 —
DEFINITIONS
"Latest Practicable Date" 26 May 2010, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Options" the options granted under the Share Option Scheme to subscribe for Shares in accordance with the Share Option Scheme
"Refreshment of Scheme Mandate Limit" the proposed refreshment of the Scheme Mandate Limit under the Share Option Scheme
"Repurchase Mandate" the repurchase mandate proposed to be granted to the Directors at the AGM to repurchase up to 10% of the issued share capital of the Company as at the date of granting of the Repurchase Mandate
"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 Shares in issue as at the date of approval of the refreshed limit by the Shareholders
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share Option Scheme" the share option scheme adopted by the Company on 21 January 2002
"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
— 3 —
DEFINITIONS
“Takeovers Code” the Hong Kong Code on Takeovers and Mergers
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“%” per cent.
— 4 —
LETTER FROM THE BOARD
CHINA STAR INVESTMENT HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
Executive Directors:
Mr. Lei Hong Wai (Chairman)
Mr. Chan Kin Wah, Billy
Independent non-executive Directors:
Mr. Tang Chak Lam, Gilbert
Mr. Hung Hing Man
Mr. Wan Shing Chi
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place of business in Hong Kong:
Unit 3408, 34/F.
Shun Tak Centre, West Tower
168-200 Connaught Road Central
Hong Kong
28 May 2010
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
(3) REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the forthcoming AGM, resolutions will be proposed to seek the Shareholders' approval for, among other things, (i) the granting of the General Mandate and the Repurchase Mandate to the Directors; (ii) the re-election of Directors; and (iii) the Refreshment of Scheme Mandate Limit.
LETTER FROM THE BOARD
The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the proposed grant of the General Mandate and the Repurchase Mandate, the proposed re-election of Directors, the Refreshment of Scheme Mandate Limit and the notice of the AGM.
GENERAL MANDATE AND REPURCHASE MANDATE
At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate and the Repurchase Mandate.
General Mandate
At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or underlying Shares (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Bye-laws) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the issued Shares as at the date of granting of the General Mandate.
In addition, a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.
As at the Latest Practicable Date, the Company has an aggregate of 228,648,049 Shares in issue. Subject to the passing of the resolution for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 45,729,609 Shares.
Repurchase Mandate
At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the issued Share as at the date of granting of the Repurchase Mandate.
— 6 —
LETTER FROM THE BOARD
Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 22,864,804 Shares.
The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) 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 (as amended) or any applicable laws of Bermuda to be held; or (iii) the revocation or variation of the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.
RE-ELECTION OF DIRECTORS
According to Bye-law 86(2), any Director appointed to fill in a casual vacancy or as an additional Director shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election.
In accordance with Bye-law 86(2), Mr. Lei Hong Wai, Mr. Chan Kin Wah, Billy, Mr. Hung Hing Man and Mr. Wan Shing Chi shall retire from office at the AGM. Being eligible, each of Mr. Lei Hong Wai and Mr. Chan Kin Wah, Billy will offer himself for re-election as executive Director; and each of Mr. Hung Hing Man and Mr. Wan Shing Chi will offer himself for re-election as independent non-executive Director.
— 7 —
LETTER FROM THE BOARD
At the AGM, ordinary resolutions will be proposed to re-elect each of Mr. Lei Hong Wai and Mr. Chan Kin Wah, Billy as executive Director; and each of Mr. Hung Hing Man and Mr. Wan Shing Chi as independent non-executive Director.
Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.
REFRESHMENT OF SCHEME MANDATE LIMIT
Pursuant to a resolution passed at the special general meeting of the Company held on 21 January 2002, the Share Option Scheme was adopted and the old share option scheme was terminated.
The purpose of the Share Option Scheme is to provide incentives and rewards to Eligible Participants for their contribution or potential contributions 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 days immediately preceding the date of grant; and (iii) the nominal value of the Shares.
Apart from the Share Option Scheme, the Company has no other share option scheme in place.
Pursuant to the 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 Share Option Scheme and any other options to be granted by the Company must not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and as at the date of approving the refreshment of the Scheme Mandate Limit. Options lapsed in accordance with the terms of the 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 a special general meeting of the Company held on 7 December 2009, the Company refreshed the Scheme Mandate Limit, which allows the Company to grant 13,212,804 Options.
— 8 —
LETTER FROM THE BOARD
During the period from 7 December 2009 to the Latest Practicable Date, 13,212,000 Options were granted, 1,228,789 Options were lapsed, 14,100,000 Options were exercised and no Option was cancelled. As at the Latest Practicable Date, there were 22,472,268 Options, which were granted under the previously refreshed Scheme Mandate Limit, outstanding and unexercised under the Share Option Scheme to which holders were entitled to subscribe for 22,472,268 Shares, representing approximately 9.83% of the issued share capital of the Company.
Unless the Scheme Mandate Limit is refreshed at the AGM, 804 Options may be granted under the Share Option Scheme. The Directors consider that it is in the interest of the Company to refresh the Scheme Mandate Limit in accordance with the Share Option Scheme so that the Company has greater flexibility to provide incentives and rewards to the Eligible Participants for their contribution or potential contribution to the Group.
As at the Latest Practicable Date, there were 228,648,049 Shares in issue. The Company has complied with Rule 17.03(4) of the Listing Rules for the aforesaid Options granted. Assuming no further Shares are issued and repurchased by the Company and no further Options are granted by the Company prior to the AGM, upon the granting of the Refreshment of Scheme Mandate Limit by the Shareholders at the AGM, the Scheme Mandate Limit (as refreshed) will allow the Company to grant Options entitling the 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 Scheme Mandate Limit which are 22,864,804 Shares.
The limit on the number of Shares which may be allotted and issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes adopted by the Company 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 Share Option Scheme does not exceed 30% of the Shares in issue.
The Refreshment of Scheme Mandate Limit is conditional upon:
(i) the passing of an ordinary resolution to approve the Refreshment of Scheme Mandate Limit at the AGM; and
(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the Shares in issue as at the date of passing the resolution of the Refreshment of Scheme Mandate Limit at the AGM) which may fall to be issued upon the exercise of the Options to be granted under the Share Option Scheme and any other share option schemes of the Company.
— 9 —
LETTER FROM THE BOARD
Application will be made to the Stock Exchange for the listing of, and permission to deal in the Shares, representing 10% of the Shares in issue at the AGM, which may fall to be issued upon the exercise of the Options that may be granted under the refreshed Scheme Mandate Limit.
AGM
A notice convening the AGM to be held at Unit 3408, 34/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong on Tuesday, 29 June 2010 at 4:30 p.m. is set out on pages 20 to 24 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the proposed grant of the General Mandate (including the extended General Mandate) and the Repurchase Mandate, the proposed re-election of Directors and the Refreshment of Scheme Mandate Limit.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkex.com.hk. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's Hong Kong branch share registrar, Tricor Standard 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 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.
— 10 —
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider the proposed grant of the General Mandate (including the extended General Mandate) and the Repurchase Mandate, the proposed re-election of Directors and the Refreshment of Scheme Mandate Limit are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
GENERAL
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM.
Yours faithfully
For and on behalf of the Board of
China Star Investment Holdings Limited
Lei Hong Wai
Chairman
— 11 —
APPENDIX I
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.
- REPURCHASE OF SECURITIES FROM CONNECTED PERSON
The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a “connected person”, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates (as defined in the Listing Rules) and a connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.
No connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is passed.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 228,648,049 fully paid Shares.
Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 22,864,804 fully paid Shares, representing approximately 10% of the issued share capital of the Company as at the date of passing of the resolution.
- REASONS FOR THE REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.
— 12 —
APPENDIX I
EXPLANATORY STATEMENT
4. FUNDING OF REPURCHASES
Repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available under Bermuda law and the memorandum of association of the Company and the Bye-laws and for such purpose.
An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2009, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.
5. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2009 | | |
| May | 0.640 | 0.450 |
| June | 0.820 | 0.550 |
| July | 0.690 | 0.500 |
| August | 0.640 | 0.425 |
| September | 0.670 | 0.470 |
| October | 0.630 | 0.500 |
| November | 1.190 | 0.500 |
| December | 0.800 | 0.580 |
| 2010 | | |
| January | 0.710 | 0.600 |
| February | 0.730 | 0.580 |
| March | 0.870 | 0.560 |
| April | 0.990 | 0.530 |
| May (Up to the Latest Practicable Date) | 0.760 | 0.560 |
APPENDIX I
EXPLANATORY STATEMENT
6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell to the Company or its subsidiaries any of the Shares if the Repurchase Mandate is approved at the AGM.
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 and applicable laws of Bermuda.
If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, 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.
As at the Latest Practicable Date, the following Shareholders are interested in more than 10% of the Shares then in issue:
| Name | Number of Shares | Percentage holding |
|---|---|---|
| Thought Diamond International Limited | 56,000,000 | 24.49% |
| Classical Statue Limited | 32,928,286 | 14.40% |
| Mr. Man Kong Yui | 26,420,000 | 11.55% |
| Mr. Gu San Guan | 24,340,000 | 10.65% |
In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interests of the above Shareholders in the Shares would be increased to:
| Name | Percentage holding |
|---|---|
| Thought Diamond International Limited | 27.21% |
| Classical Statue Limited | 16.00% |
| Mr. Man Kong Yui | 12.84% |
| Mr. Gu San Guan | 11.83% |
APPENDIX I
EXPLANATORY STATEMENT
On the basis of the current shareholdings of above Shareholders, an exercise of the Repurchase Mandate in full will not result in him/it becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of the above Shareholders, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.
- SHARES REPURCHASE MADE BY THE COMPANY
The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months immediately prior to the Latest Practicable Date.
— 15 —
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:
(1) Mr. Lei Hong Wai ("Mr. Lei")
Mr. Lei, aged 43, has over eight years of extensive experience in corporation management, investment and business development. He is a director of a subsidiary of the Company. He was an executive Director during the period from 28 September 2001 to 13 October 2005. He was a director of The Chamber of Hong Kong Listed Companies Limited, which promotes interaction amongst its members which are listed companies in Hong Kong and the People's Republic of China, in 2002. He was the chairman and an executive director of Brilliant Arts Multi-Media Holdings Limited (now known as Xing Lin Medical Information Technology Company Limited) (stock code: 8130), a company listed on the Growth Enterprise Market ("GEM") operated by the Stock Exchange, during the period from 10 July 2007 to 24 June 2009.
Mr. Lei does not have any relationship with any directors, senior management or substantial shareholders of the Company.
There is no service contract entered into between the Company and Mr. Lei. Mr. Lei is not appointed for a specific term. He will be subject to retirement by rotation and re-election in accordance with the Bye-laws. He is entitled to an annual director's fee of HK$120,000 which is determined by the remuneration committee of the Board with reference to his duties and responsibilities in the Company.
As at the Latest Practicable Date, Mr. Lei is interested in 1,320,000 Shares and 1,035,559 underlying Shares attached to the Options granted by the Company, 13,300,000 shares of China Star Entertainment Limited ("CSEL"), an associated corporation of the Company, and 7,475,336 underlying shares of CSEL attached to the share options granted by CSEL within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Mr. Lei to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.
(2) Mr. Chan Kin Wah, Billy ("Mr. Chan")
Mr. Chan, aged 47, has over 15 years of experience in the accounting and financial control. He is a member of the Hong Kong Institute of Certified Public Accountants, a CPA member of CPA Australia and a non-practicing member of the Chinese
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Institute of Certified Public Accountants. He holds a Bachelor of Administration Degree from the University of Ottawa in Canada and a Master of Commerce Degree in Professional Accounting from the University of New South Wales in Australia. He joined the Company as the chief financial officer and the company secretary in September 2003. He is a director of a subsidiary of the Company and the company secretary of certain subsidiaries of the Company. He is currently an independent non-executive director of Ching Hing (Holdings) Limited (stock code: 692), a company listed on the Main Board of the Stock Exchange, and Eternite International Company Limited (stock code: 8351), a company listed on the GEM.
Mr. Chan does not have any relationship with any directors, senior management or substantial shareholders of the Company.
There is no service contract entered into between the Company and Mr. Chan. Mr. Chan is not appointed for a specific term. He will be subject to retirement by rotation and re-election in accordance with the Bye-laws. He is entitled to an annual director's fee of HK$120,000 which is determined by the remuneration committee of the Board with reference to his duties and responsibilities in the Company.
As at the Latest Practicable, Mr. Chan is interested in 1,320,000 Shares and 1,035,559 underlying Shares attached to the Options granted by the Company and 20,685,981 underlying shares of CSEL attached to the share options granted by CSEL within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Mr. Chan to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.
(3) Mr. Hung Hing Man ("Mr. Hung")
Mr. Hung, aged 39, is currently a proprietor of a certified public accountant firm and has over 13 years of working experience in the sectors of corporate finance, accounting, auditing and taxation. He holds a Master Degree in Business Administration from University of Western Sydney, Australia. He is a follow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants, an associate member of the Taxation Institute of Hong Kong and a member of the Society of Chinese Accountants and Auditors.
— 17 —
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Hung was an independent non-executive director of SMI Corporation Limited (stock code: 198), a company listed on the Main Board of the Stock Exchange, during the period from 14 July 2009 to 8 December 2009. Mr. Hung is currently an independent non-executive director of China Gamma Group Limited (stock code: 164) and Dynamic Global Holdings Limited (stock code: 231), both companies are listed in the Main Board of the Stock Exchange.
Mr. Hung does not have any relationship with any directors, senior management or substantial shareholders of the Company.
There is no service contract entered into between the Company and Mr. Hung. Mr. Hung is not appointed for a specific term. He will be subject to retirement by rotation and re-election in accordance with the Bye-laws. He is entitled to an annual director's fee of HK$120,000 which is determined by the remuneration committee of the Board with reference to his duties and responsibilities in the Company.
Mr. Hung does not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no information relating to Mr. Hung to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.
(4) Mr. Wan Shing Chi ("Mr. Wan")
Mr. Wan, aged 40, has over 16 years of experience in the field of construction engineering and is currently a site coordinator of a reputable construction company in Hong Kong. He holds a Bachelor Degree of Engineering with honours from University of Melbourne, Australia and is a member of the Asia Institute of Building.
Mr. Wan does not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the Latest Practicable Date.
Mr. Wan does not have any relationship with any directors, senior management or substantial shareholders of the Company.
— 18 —
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
There is no service contract entered into between the Company and Mr. Wan. Mr. Wan is not appointed for a specific term. He will be subject to retirement by rotation and re-election in accordance with the Bye-laws. He is entitled to an annual director’s fee of HK$120,000 which is determined by the remuneration committee of the Board with reference to his duties and responsibilities in the Company.
Mr. Wan does not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no information relating to Mr. Wan to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is other matter that needs to be brought to the attention of the Shareholders.
— 19 —
NOTICE OF AGM
CHINA STAR INVESTMENT HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting of China Star Investment Holdings Limited (the "Company") will be held at Unit 3408, 34/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong on Tuesday, 29 June 2010 at 4:30 p.m. to transact the following ordinary business:
-
to receive and consider the audited consolidated financial statements and the reports of the directors (the "Directors") and auditors of the Company for the year ended 31 December 2009;
-
(a) to re-elect Mr. Lei Hong Wai as executive Director;
(b) to re-elect Mr. Chan Kin Wah, Billy as executive Director;
(c) to re-elect Mr. Hung Hing Man as independent non-executive Director;
(d) to re-elect Mr. Wan Shing Chi as independent non-executive Director;
(e) to 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;
and, as special business, consider and, if thought fit, pass the following resolutions as ordinary resolutions:
- "THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the
NOTICE OF AGM
Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the “Shares”) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:
(i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and
(ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of resolution no. 6),
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
— 21 —
NOTICE OF AGM
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) 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) (the “Companies Act”) or any other applicable law of Bermuda to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors 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).
- “THAT:
(a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued
— 22 —
NOTICE OF AGM
share capital of the Company as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) 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 or any other applicable laws of Bermuda to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”
-
“THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the share capital of the Company referred to in sub-paragraph (ii) of paragraph (c) of such resolution.”
-
“THAT subject to the Stock Exchange granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options which may be granted under the Scheme Mandate Limit (as defined below) and pursuant to the share option scheme of the Company adopted on 21 January 2002 (the “Share Option Scheme”), approval be and is hereby generally and unconditionally granted for refreshing and renewing the Scheme Mandate Limit (as defined below) under the Share Option Scheme provided that (i) the total number of Shares which may be allotted and issued upon the exercise of the options to be granted under the Share Option Scheme and other share option schemes of the Company shall not exceed 10 per cent. of the total number of Shares in issue as at the date of passing of this resolution (the “Scheme Mandate Limit”); and (ii) the overall limit on the number of Shares which may be issued upon the exercise of all options to be granted and yet to be exercised under the Share Option Scheme and other share option schemes of the Company must not exceed 30 per cent. of the Shares in issue from time to time and that the Directors be and are hereby authorised, at their absolute discretion, to
— 23 —
NOTICE OF AGM
grant options under the Share Option Scheme up to the Scheme Mandate Limit and to exercise all the powers of the Company to allot, issue and deal with the shares of the Company pursuant to the exercise of such options.”
Yours faithfully
For and on behalf of
the board of directors of
China Star Investment Holdings Limited
Lei Hong Wai
Chairman
Hong Kong, 28 May 2010
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place of business in Hong Kong:
Unit 3408, 34/F.
Shun Tak Centre, West Tower
168-200 Connaught Road Central
Hong Kong
Notes:
-
A member entitled to attend and vote at the annual general meeting convened by the above notice 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.
-
In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the Company's Hong Kong branch share registrar, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the annual general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he/she/it so wish.
-
In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the Share Option Scheme or any scrip dividend scheme which may be approved by the shareholders of the Company.
-
In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.
— 24 —