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Samsonite Group S.A. Proxy Solicitation & Information Statement 2013
50259_rns_2013-05-27_597e90e7-753f-4a32-8984-4f76867c4c07.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 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 Eternity Investment 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.
ETERNITY INVESTMENT 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 SCHEME MANDATE LIMIT; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be held at Macau Jockey Club, 1/F Function Room, 1st Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 28 June 2013 at 10:00 a.m. is set out on pages 19 to 23 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 and transfer office, 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 2013
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 4
Proposed grant of the General Mandate and the Repurchase Mandate 5
Proposed re-election of Directors 6
Refreshment of Scheme Mandate Limit 6
AGM. 10
Responsibility statement 10
Recommendations 11
General 11
Appendix I — Explanatory statement 12
Appendix II — Particulars of Directors proposed to be re-elected 16
Notice of annual general meeting 19
— 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 at Macau Jockey Club, 1/F Function Room, 1st Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 28 June 2013 at 10:00 a.m. to consider and, if thought fit, 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 it under the Listing Rules
"Board"
the board of Directors
"Bye-laws"
the bye-laws of the Company
"Company"
Eternity Investment 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 it under the Listing Rules
"Directors"
the directors of the Company
"Eligible Participant(s)"
full time or part time employees of the Group (including any directors, whether executive or non-executive and whether independent or not, of the Company or any subsidiary); any holder of any securities issued by the Group; and any business or joint venture partners, contractors, agents or representatives, consultants, advisers, suppliers, producers or licensors, customers, licensees (including any sub-licensee) or distributors, landlords or tenants (including any sub-tenants) of the Group or any person who, in the sole discretion of the Board, has contributed or may contribute to the Group eligible for Options under the Share Option Scheme
— 1 —
DEFINITIONS
"General Mandate"
the general mandate proposed to be granted to the Directors at the AGM to allot and issue 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 its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
24 May 2013, 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
"Option(s)"
any option(s) granted or to be granted to Eligible Participant(s) to subscribe for Share(s) under the Share Option Scheme
"Refreshment of Scheme Mandate Limit"
the proposed refreshment of Scheme Mandate Limit under the Share Option Scheme
"Repurchase Mandate"
the general 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(s)"
ordinary share(s) of HK$0.01 each in the share capital of the Company
— 2 —
DEFINITIONS
"Shareholder(s)" holder(s) of the issued Share(s)
"Share Option Scheme" the share option scheme of the Company adopted on 12 December 2011
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" the Hong Kong Code on Takeovers and Mergers
"Twin Success" Twin Success International Limited, a company incorporated in the British Virgin Islands with limited liability and the substantial Shareholder (as defined under the Listing Rules)
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
— 3 —
LETTER FROM THE BOARD
ETERNITY INVESTMENT LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
Executive Directors:
Mr. Lei Hong Wai
(Chairman and Chief Executive Officer)
Mr. Cheung Kwok Wai, Elton
Mr. Chan Kin Wah, Billy
Non-executive Director:
Mr. Cheung Kwok Fan
Independent non-executive Directors:
Mr. Wan Shing Chi
Mr. Ng Heung Yan
Mr. Wong Tak Chuen
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place
of business in Hong Kong:
Unit 3811, Shun Tak Centre
West Tower
168-200 Connaught Road Central
Hong Kong
28 May 2013
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 SCHEME MANDATE LIMIT;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the AGM, resolutions will be proposed to seek the Shareholders' approval for, among other things, (i) the proposed grant of the General Mandate and the Repurchase Mandate to the Directors; (ii) the proposed 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 to give you the notice of the AGM.
PROPOSED GRANT OF THE GENERAL MANDATE AND THE 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 the Share Option Scheme 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 456,673,243 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 91,334,648 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.
— 5 —
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 45,667,324 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 other 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.
PROPOSED RE-ELECTION OF DIRECTORS
In accordance with the provisions of the Bye-laws, Mr. Lei Hong Wai, Mr. Chan Kin Wah, Billy and Mr. Wan Shing Chi shall retire by rotation and, being eligible, offer themselves for re-election.
At the AGM, ordinary resolutions will be proposed to re-elect Mr. Lei Hong Wai and Mr. Chan Kin Wah, Billy as executive Directors and Mr. Wan Shing Chi as independent non-executive Director.
Particulars relating to Mr. Lei Hong Wai, Mr. Chan Kin Wah, Billy and Mr. Wan Shing Chi 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 12 December 2011, the Share Option Scheme was adopted and the old share option scheme was terminated.
— 6 —
LETTER FROM THE BOARD
The purpose of the Share Option Scheme is to enable the Company to grant Options to selected Eligible Participants as incentives and rewards for their contribution or potential contributions to the Group. The exercise price of an Option shall not be less than the highest of: (i) the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the date of grant, which must be a business day; (ii) the average closing price of the Shares as stated in the daily quotations sheets of the Stock Exchange for the five business days immediately preceding the date of grant; and (iii) the nominal value of the Shares on the date of grant.
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 under the Share Option Scheme must not, in aggregate, exceed 10% of the Shares in issue as at the date of approving the Scheme Mandate Limit. Options previously granted under the Share Options Scheme and other share options schemes of the Company (including those outstanding, cancelled, lapsed in accordance with such schemes or exercised Options) 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 of the Company held on 27 July 2012, the existing Scheme Mandate Limit was refreshed, which allows to grant 23,802,882 Options.
During the period from 27 July 2012 to the Latest Practicable Date, 23,800,000 Options were granted to the Eligible Participates under the Share Option Scheme. As at the Latest Practicable Date, there were 24,223,807 Options, which includes the Options granted under the old share option scheme (which was terminated on 12 December 2011), outstanding and unexercised to which holders were entitled to subscribe for 24,223,807 Shares, representing approximately 5.30% of the issued share capital of the Company.
— 7 —
LETTER FROM THE BOARD
The following table discloses movements of the Options during the period from 27 July 2012 to the Latest Practicable Date.
| Option type | Outstanding at 27 July 2012 | Granted during the period | Exercised during the period | Lapsed during the period | Adjusted for open offer (Note) | Outstanding at the Latest Practicable Date |
|---|---|---|---|---|---|---|
| 2004 | 8,219 | — | — | — | 147 | 8,366 |
| 2007A | 4,507 | — | — | — | 81 | 4,588 |
| 2007B | 23,589 | — | — | — | 424 | 24,013 |
| 2011 | 2,755,000 | — | — | (2,755,000) | — | — |
| 2012 | 19,800,000 | — | (19,420,000) | — | 6,840 | 386,840 |
| 2013 | — | 23,800,000 | — | — | — | 23,800,000 |
| 22,591,315 | 23,800,000 | (19,420,000) | (2,755,000) | 7,492 | 24,223,807 | |
| Exercisable at the Latest Practicable Date | 24,223,807 |
Note: The number of Options are adjusted for the open offer of the Company as completed on 26 April 2013.
Details of specific categories of the Options are as follows:
| Option type | Date of grant | Exercise period | Exercise price |
|---|---|---|---|
| 2004 | 13 December 2004 | 13 December 2004 to 12 December 2014 | HK$6,392.849* |
| 2007A | 22 March 2007 | 22 March 2007 to 21 March 2017 | HK$1,549.705* |
| 2007B | 31 May 2007 | 31 May 2007 to 30 May 2017 | HK$2,306.876* |
| 2011 | 20 October 2011 | 20 October 2011 to 19 October 2012 | Nil# |
| 2012 | 4 June 2012 | 4 June 2012 to 3 June 2013 | HK$0.339* |
| 2013 | 24 May 2013 | 24 May 2013 to 23 May 2014 | HK$1.274 |
- The exercise prices of the Options are adjusted for the open offer of the Company as completed on 26 April 2013.
The Options were lapsed on 19 October 2012.
LETTER FROM THE BOARD
Unless the Scheme Mandate Limit is refreshed at the AGM, only 2,882 Options, representing approximately 0.012% of the existing Scheme Mandate Limit of 23,802,882 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 456,673,243 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 prior to the AGM, upon the approval 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 under the Share Option Scheme 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 45,667,324 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 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.
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 as the date of the AGM, which may fall to be issued upon the exercise of the Options that may be granted under the refreshed Scheme Mandate Limit.
— 9 —
LETTER FROM THE BOARD
AGM
A notice convening the AGM to be held at Macau Jockey Club, 1/F Function Room, 1st Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 28 June 2013 at 10:00 a.m. is set out on pages 19 to 23 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 and transfer office, 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, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors confirm that, to the best of their knowledge, information and belief, having made all reasonable enquiries the information contained in this circular is accurate and complete in all material respect and not misleading or deceptive, and there are no other facts the omission of which would make any statement herein misleading.
— 10 —
LETTER FROM THE BOARD
RECOMMENDATIONS
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
Eternity Investment 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 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 456,673,243 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 45,667,324 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 2012, 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$ |
| --- | --- | --- |
| 2012 | | |
| May | 0.667 | 0.583 |
| June | 0.700 | 0.617 |
| July | 0.713 | 0.653 |
| August | 0.710 | 0.660 |
| September | 0.867 | 0.670 |
| October | 1.113 | 0.867 |
| November | 1.107 | 0.893 |
| December | 0.953 | 0.730 |
| 2013 | | |
| January | 1.093 | 0.730 |
| February | 1.047 | 0.933 |
| March | 1.353 | 0.993 |
| April | 1.250 | 1.110 |
| May (up to the Latest Practicable Date) | 1.370 | 1.150 |
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 Shareholder is interested in more than 10% of the Shares then in issue:
| Shareholder | Number of Shares | Percentage holding |
|---|---|---|
| Twin Success (Note) | 105,708,000 | 23.15 |
Note:
Twin Success is owned as to 50% by Silver Pacific International Limited and as to 50% by Silver Pacific Development Limited. Silver Pacific International Limited is wholly owned by Mr. Lei Hong Wai, the Chairman of the Board and an executive Director. Silver Pacific Development Limited is owned as to 50% by Mr. Cheung Kwok Wai, Elton, an executive Director, and as to 50% by Mr. Cheung Kwok Fan, the non-executive Director.
As at the Latest Practicable Date, the Company had 24,223,807 outstanding Options entitling the holders thereof to subscribe for 24,223,807 new Shares under the Share Option Scheme. Of the total 24,223,807 outstanding Options, 950 Options were held by Mr. Lei Hong Wai, the Chairman of the Board and an executive Director, 2,962,391 Options were held by Mr. Chan Kin Wah, Billy, an executive Director, and the remaining 21,260,466 Options were held by other Eligible Participants.
— 14 —
APPENDIX I
EXPLANATORY STATEMENT
On the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interest of the above Shareholder in the Shares would be increased to:
| Shareholder | Percentage holding |
|---|---|
| Twin Success | 25.72 |
Such an increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25%.
The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase made under the Repurchase Mandate.
- 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
PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Particulars 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 Hong Wai (“Mr. Lei”), aged 45, was appointed as an executive Director and the Chairman of the Board on 18 January 2010 and 1 February 2010, respectively. He is also the Chief Executive Officer of the Company. Mr. Lei is responsible for the development of the overall strategic planning and management of the Group. He has over ten years of extensive experience in corporate management, investment and business development. 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 Holding Limited (stock code: 8130, now known as Zhi Cheng Holdings Limited), a company listed on the Growth Enterprise Market operated by the Stock Exchange, during the period from 10 July 2007 to 24 June 2009.
Mr. Lei did not hold any directorship in any other listed public company in the last three years.
As at the Latest Practicable Date, Mr. Lei is deemed to be interested in 105,708,000 Shares beneficially owned by Twin Success, which is the substantial Shareholder (as defined under the Listing Rules) and is beneficially owned as to 50% by Mr. Lei, as to 25% by Mr. Cheung Kwok Wai, Elton, an executive Director, and as to 25% by Mr. Cheung Kwok Fan, the non-executive Director. Mr. Lei is also interested in 950 underlying Shares attached to the Options.
Save and except for the beneficial interests in Twin Success owned by Mr. Lei, Mr. Cheung Kwok Wai, Elton and Mr. Cheung Kwok Fan as disclosed above, Mr. Lei does not have any relationship with any Directors, senior management or substantial Shareholders (as defined under the Listing Rules).
Mr. Lei has entered into a letter of appointment with the Company for an initial fixed term of three years commencing from 1 April 2012 which shall continue thereafter. He will be subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Lei is entitled to an annual salary of HK$4,200,000 which is determined by the Board on the recommendation of the Remuneration Committee with reference to his duties and responsibilities in the Company.
Save as disclosed above, there is no 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.
— 16 —
APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED
(2) Mr. Chan Kin Wah, Billy
Mr. Chan Kin Wah, Billy (“Mr. Chan”), aged 50, was appointed as an executive Director on 18 January 2010. Mr. Chan is responsible for the financial management of the Group. He has over 20 years of experience in 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 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 was an independent non-executive director of Ching Hing (Holdings) Limited (stock code: 692, now known as China Household Holdings Limited), a company listed on the Main Board of the Stock Exchange, during the period from 25 July 2007 to 2 July 2010. He was also an independent non-executive director of Eternite International Company Limited (stock code: 8351, now known as Larry Jewelry International Company Limited), a company listed on the Growth Enterprise Market operated by the Stock Exchange, during the period from 21 September 2009 to 22 February 2011.
As at the Latest Practicable Date, Mr. Chan is interested in 2,449,500 Shares and 2,962,391 underlying Shares attached to the Options.
Mr. Chan does not have any relationship with any Directors, senior management or substantial Shareholders (as defined under the Listing Rules).
Mr. Chan has entered into a letter of appointment with the Company for an initial fixed term of three years commencing from 1 April 2012 which shall continue thereafter. He will be subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Chan is entitled to an annual salary of HK$960,000 which is determined by the Board on the recommendation of the Remuneration Committee with reference to his duties and responsibilities in the Company.
Save as disclosed above, there is no 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.
APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED
(3) Mr. Wan Shing Chi
Mr. Wan Shing Chi (“Mr. Wan”), aged 43, has over 18 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 joined the Company in May 2010.
Mr. Wan did not hold any directorship in any other listed public company in the last three years.
As at the Latest Practicable Date, Mr. Wan does not have any interest in Shares within the meaning of Part XV of the SFO.
Mr. Wan does not have any relationship with any Directors, senior management or substantial Shareholders (as defined under the Listing Rules).
Mr. Wan has entered into a letter of appointment with the Company for an initial fixed term of three years commencing from 1 April 2012 which shall continue thereafter. 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 Board on the recommendation of the Remuneration Committee with reference to his duties and responsibilities in the Company.
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 no other matter that needs to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
ETERNITY INVESTMENT 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 Eternity Investment Limited (the "Company") will be held at Macau Jockey Club, 1/F Function Room, 1st Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 28 June 2013 at 10:00 a.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 auditor of the Company for the year ended 31 December 2012.
-
(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. Wan Shing Chi as independent non-executive Director.
(d) To authorise the board of Directors to fix the Directors' remuneration.
- To re-appoint HLB Hodgson Impey Cheng Limited as the auditor of the Company and to authorise the board of Directors to fix its remuneration.
As special business, to consider and, if thought fit, pass with or without modification 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 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;
NOTICE OF ANNUAL GENERAL MEETING
(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
(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 laws of Bermuda to be held; or
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NOTICE OF ANNUAL GENERAL MEETING
(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 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
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NOTICE OF ANNUAL GENERAL MEETING
(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 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 Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options which may be granted under the Scheme Mandate Limit (as defined below) and pursuant to the share option scheme of the Company adopted on 12 December 2011 (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 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 pursuant to the exercise of such options.”
By Order of the Board
Eternity Investment Limited
Lei Hong Wai
Chairman
Hong Kong, 28 May 2013
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place of
business in Hong Kong:
Unit 3811, Shun Tak Centre
West Tower
168-200 Connaught Road Central
Hong Kong
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NOTICE OF ANNUAL GENERAL MEETING
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/her/its 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 and transfer office, 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 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.
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