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Samsonite Group S.A. Proxy Solicitation & Information Statement 2018
50259_rns_2018-05-15_947c396c-8cd7-4c93-9f1f-2db415e26c72.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) REFRESHMENT OF SCHEME MANDATE LIMIT;
(3) PROPOSED RE-ELECTION OF DIRECTORS; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be convened and held at MJC Members' Clubhouse, 1/F., China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Wednesday, 27 June 2018 at 11:00 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.hkexnews.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 Level 22, Hopewell Centre, 183 Queen's Road East, 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 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.
16 May 2018
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CONTENTS
Page
Definitions. ... 1
Letter from the Board
Introduction ... 4
Proposed grant of the General Mandate and the Repurchase Mandate ... 5
Refreshment of Scheme Mandate Limit ... 6
Proposed re-election of Directors ... 8
AGM. ... 9
Responsibility statement ... 9
Recommendations ... 10
General ... 10
Appendix I – Explanatory statement ... 11
Appendix II – Particulars of Directors proposed to be re-elected ... 15
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 MJC Members' Clubhouse, 1/F., China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Wednesday, 27 June 2018 at 11:00 a.m. to consider and, if thought fit, approve, among other things, the proposed grant of the General Mandate and the Repurchase Mandate, the Refreshment of Scheme Mandate Limit, and the proposed re-election of Directors
"Board"
the board of Directors
"Bye-laws"
the bye-laws of the Company
"close associate(s)"
has the same meaning as ascribed to it under the Listing Rules
"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 under stock code: 764
"core connected person(s)"
has the same meaning as ascribed to it under the Listing Rules
"Director(s)"
the director(s) 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 number of issued Shares 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” | 11 May 2018, 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 the 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 number of issued Shares 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 number of Shares in issue as at the date of adoption of the Share Option Scheme, if refreshed shall not exceed 10% of the number of Shares in issue as at the date of approval of the refreshed limit by the Shareholders |
— 2 —
DEFINITIONS
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
|---|---|
| “Share(s)” | the ordinary share(s) of HK$0.01 each in the share capital of the Company |
| “Shareholder(s)” | the holder(s) of the issued Share(s) |
| “Share Option Scheme” | the share option scheme of the Company adopted on 12 December 2011 |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “substantial shareholder(s)” | has the same meaning as ascribed to it under the Listing Rules |
| “Takeovers Code” | the Hong Kong Code on Takeovers and Mergers |
| “HK$” | 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
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 1211, Shun Tak Centre
West Tower
168-200 Connaught Road Central
Hong Kong
16 May 2018
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) REFRESHMENT OF SCHEME MANDATE LIMIT;
(3) PROPOSED RE-ELECTION OF DIRECTORS; 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 Refreshment of Scheme Mandate Limit; and (iii) the proposed re-election of Directors.
LETTER FROM THE BOARD
The purpose of this circular is to provide you with the notice of the AGM and the information relating to the resolutions to be proposed at the AGM for the proposed grant of the General Mandate and the Repurchase Mandate, the Refreshment of Scheme Mandate Limit, and the proposed re-election of Directors.
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.
The 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 number of Shares 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 had 3,819,606,486 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 763,921,297 Shares.
The 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 number of Shares up to 10% of the issued Shares 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 381,960,648 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.
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.
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 and
— 6 —
LETTER FROM THE BOARD
any other share option schemes of the Company adopted by the Company 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 Option Scheme and other share option 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 the Shareholders in general meeting from time to time.
At the annual general meeting of the Company held on 28 June 2017, the Scheme Mandate Limit was refreshed, which allows the Company to grant 385,920,648 Options which represents 10% of the Shares in issue as at 28 June 2017.
Details of the movements during the period from 28 June 2017 to the Latest Practicable Date in the Options are as follows:
| Date of grant | Number of Options | |||||
|---|---|---|---|---|---|---|
| Outstanding at 28 June 2017 | Granted during the period | Exercised during the period | Cancelled during the period | Lapsed during the period | Outstanding at the Latest Practicable Date | |
| 27 April 2017 | 321,600,000 | — | — | — | (321,600,000) | — |
| 27 April 2018 | — | 316,920,000 | — | — | — | 316,920,000 |
| 321,600,000 | 316,920,000 | — | — | (321,600,000) | 316,920,000 |
Since adoption of the Share Option Scheme and up to the Latest Practicable Date, the outstanding Options entitle the holders thereof to subscribe for a total of 316,920,000 new Shares, representing approximately 8.30% of the number of issued Shares.
If the Scheme Mandate Limit is not refreshed at the AGM, only 69,000,648 Options, representing approximately 17.88% of the existing Scheme Mandate Limit of 385,920,648 Options, may be granted under the Share Option Scheme. The Directors consider that it is in the interests 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.
— 7 —
LETTER FROM THE BOARD
As at the Latest Practicable Date, there were 3,819,606,486 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 number of Shares as at the date of approving the Refreshment of Scheme Mandate Limit which are 381,960,648 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 as at 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.
PROPOSED RE-ELECTION OF DIRECTORS
In accordance with the provisions of the Bye-laws, Mr. Lei Hong Wai, Mr. Cheung Kwok Wai Elton and Mr. Chan Kin Wah Billy 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, Mr. Cheung Kwok Wai Elton and Mr. Chan Kin Wah Billy as executive Directors.
— 8 —
LETTER FROM THE BOARD
Particulars relating to Mr. Lei Hong Wai, Mr. Cheung Kwok Wai Elton and Mr. Chan Kin Wah Billy are set out in Appendix II to this circular.
AGM
A notice convening the AGM to be convened and held at MJC Members’ Clubhouse, 1/F., China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Wednesday, 27 June 2018 at 11:00 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 Refreshment of Scheme Mandate Limit, and the proposed re-election of Directors.
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.hkexnews.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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for 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 way of 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.
— 9 —
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 Refreshment of Scheme Mandate Limit, and the proposed re-election of Directors 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
— 10 —
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 CORE CONNECTED PERSON
The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a “core connected person”, that is a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or a close associate of any of them and a core connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is passed.
- SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 3,819,606,486 Shares in issue.
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 381,960,648 fully paid Shares, representing approximately 10% of the number of issued Shares 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 asset value 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.
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 of the Company compared with those as at 31 December 2017, 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 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 12 calendar months immediately prior to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2017 | | |
| May | 0.242 | 0.191 |
| June | 0.228 | 0.181 |
| July | 0.222 | 0.180 |
| August | 0.188 | 0.158 |
| September | 0.188 | 0.163 |
| October | 0.230 | 0.167 |
| November | 0.247 | 0.197 |
| December | 0.204 | 0.179 |
| 2018 | | |
| January | 0.200 | 0.180 |
| February | 0.189 | 0.160 |
| March | 0.195 | 0.165 |
| April | 0.191 | 0.166 |
| May (up to the Latest Practicable Date) | 0.192 | 0.173 |
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, any of their close associates, has 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 was interested in more than 10% of the Shares then in issue:
| Shareholder | Number of Shares | Percentage holding |
|---|---|---|
| Twin Success International Limited | 583,832,803 | 15.29% |
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 International Limited | 16.98% |
APPENDIX I
EXPLANATORY STATEMENT
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.
- SHARE 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.
— 14 —
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, aged 50, 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 16 years of extensive experience in corporate management, investment and business development. 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 Mainland China, in 2002. He is the chairman of the Nomination Committee of the Board and a member of the Remuneration Committee of the Board. He also holds directorships in certain subsidiaries and associates of the Company. Mr. Lei is also a director of Twin Success International Limited, a substantial shareholder of the Company within the meaning of Part XV of the SFO. Mr. Lei is currently the chairman of the board of directors and an executive director of China Healthwise Holdings Limited (stock code: 348), a company listed on the Main Board of the Stock Exchange. Mr. Lei was the chairman of the board of directors and an executive director of 21 Holdings Limited (stock code: 1003 and now known as Huanxi Media Group Limited), a company listed on the Main Board of the Stock Exchange, during the period from 10 April 2014 to 2 September 2015. Mr. Lei was also the chairman of the board of directors and an executive director of Man Sang International Limited (stock code: 938), a company listed on the Main Board of the Stock Exchange, during the period from 31 March 2016 to 3 April 2018 and 26 June 2015 to 3 April 2018, respectively.
Save as disclosed above, Mr. Lei did not hold any directorships in any other listed companies in the last three years.
As at the Latest Practicable Date, Mr. Lei was deemed to be interested in 583,832,803 Shares beneficially owned by Twin Success International Limited, which is a substantial shareholder of the Company within the meaning of Part XV of the SFO 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, an executive Director. In addition, Mr. Lei was interested in 3,800,000 underlying Shares attached to the Options.
Save as disclosed above, Mr. Lei does not have any relationship with any Directors, senior management or substantial shareholders of the Company.
— 15 —
APPENDIX II PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Lei has entered into a letter of appointment with the Company on 23 March 2012 with no specific term, which may be terminated at any time by a notice in writing served by either Mr. Lei or the Company. Mr. Lei is required to retire by rotation under the Bye-laws and his re-appointment is subject to the approval of the Shareholders at the Company’s annual general meeting. He is currently entitled to an annual salary of HK$8,400,000 and a discretionary bonus 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.
(2) Mr. Cheung Kwok Wai Elton
Mr. Cheung Kwok Wai Elton, aged 52, was appointed as an executive Director on 1 February 2011. Mr. Cheung is responsible for the business development of the Group. He has over 28 years of experience in the area of corporate finance and securities industries. He holds a Master Degree in Accounting and Finance from the University of Lancaster in the United Kingdom. He also holds directorships in certain subsidiaries and associates of the Company. Mr. Cheung is also a director of Twin Success International Limited, a substantial shareholder of the Company within the meaning of Part XV of the SFO. Mr. Cheung is the elder brother of Mr. Cheung Kwok Fan, an executive Director. Mr. Cheung is currently the chairman of the board of directors and an executive director of Global Mastermind Holdings Limited (stock code: 8063), a company listed on the Growth Enterprise Market of the Stock Exchange. Mr. Cheung was an executive director of Haier Healthwise Holdings Limited (stock code: 348 and now known as China Healthwise Holdings Limited), a company listed on the Main Board of the Stock Exchange, during the period from 11 October 2016 to 16 December 2016. Mr. Cheung was also an executive director of Man Sang International Limited (stock code: 938), a company listed on the Main Board of the Stock Exchange, during the period from 26 June 2015 to 3 April 2018.
Save as disclosed above, Mr. Cheung did not hold any directorships in any other listed companies in the last three years.
— 16 —
APPENDIX II PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED
As at the Latest Practicable Date, Mr. Cheung was deemed to be interested in 583,832,803 Shares beneficially owned by Twin Success International Limited, which is a substantial shareholder of the Company within the meaning of Part XV of the SFO and is beneficially owned as to 50% by Mr. Lei Hong Wai, the Chairman of the Board and an executive Director, as to 25% by Mr. Cheung and as to 25% by Mr. Cheung Kwok Fan, an executive Director. In addition, Mr. Cheung was interested in 3,800,000 underlying Shares attached to the Options.
Save as disclosed above, Mr. Cheung does not have any relationship with any Directors, senior management or substantial shareholders of the Company.
Mr. Cheung has entered into a letter of appointment with the Company on 23 March 2012 with no specific term, which may be terminated at any time by a notice in writing served by either Mr. Cheung or the Company. Mr. Cheung is required to retire by rotation under the Bye-laws and his re-appointment is subject to the approval of the Shareholders at the Company's annual general meeting. He is currently entitled to an annual salary of HK$8,400,000 and a discretionary bonus 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. Cheung 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. Chan Kin Wah Billy
Mr. Chan Kin Wah Billy, aged 55, was appointed as an executive Director on 18 January 2010. He has over 29 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 is the chairman of the Finance Committee of the Board. Mr. Chan also holds directorships in five subsidiaries of the Company. He is the Company Secretary of the Company and certain subsidiaries of the Company. Mr. Chan was the chairman of the board of directors and an executive director of SkyNet Group Limited (stock code: 8176 and now known as SuperRobotics Limited), a company listed on the Growth Enterprise Market of the Stock Exchange, during the period from 19 January 2015 to 23 November 2015 and 5 August 2014 to 25 May 2017, respectively.
APPENDIX II PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed above, Mr. Chan did not hold any directorships in any other listed companies in the last three years.
As at the Latest Practicable Date, Mr. Chan was interested in 6,319,500 Shares and 38,190,000 underlying Shares attached to the Options. Therefore, Mr. Chan is not a substantial shareholder of the Company within the meaning of Part XV of the SFO.
Mr. Chan does not have any relationship with any Directors, senior management or substantial shareholders of the Company.
Mr. Chan has entered into a letter of appointment with the Company on 23 March 2012 with no specific term, which may be terminated at any time by a notice in writing served by either Mr. Chan or the Company. Mr. Chan is required to retire by rotation under the Bye-laws and his re-appointment is subject to the approval of the Shareholders at the Company's annual general meeting. He is currently entitled to an annual salary of HK$4,800,000 and a discretionary bonus 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.
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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 the annual general meeting of Eternity Investment Limited (the "Company") will be held at MJC Members' Clubhouse, 1/F., China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Wednesday, 27 June 2018 at 11:00 a.m. to transact the following ordinary business:
-
To receive and consider the audited consolidated financial statements and the reports of the directors (the "Director(s)") and the independent auditors of the Company for the year ended 31 December 2017.
-
(a) To re-elect Mr. Lei Hong Wai as executive Director.
(b) To re-elect Mr. Cheung Kwok Wai Elton as executive Director.
(c) To re-elect Mr. Chan Kin Wah Billy as executive Director.
(d) To authorise the board of Directors to fix the Directors' remuneration.
- To re-appoint HLB Hodgson Impey Cheng Limited as the auditors 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 Governing the Listing of Securities (the "Listing Rules") 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;
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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 number of Shares 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 number of Shares 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 number of Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of Shares in issue on the date of passing of resolution no. 5),
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 of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, 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 number 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 number of issued Shares 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 number of Shares 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, in 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, 16 May 2018
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place of business in Hong Kong:
Unit 1211, 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 Level 22, Hopewell Centre, 183 Queen's Road East, 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.
-
Where there are joint registered holders of any Shares, any one of such holders may vote at the annual general meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto, but if more than one of such holders be present at the annual general meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
-
The register of members of the Company will be closed from Friday, 22 June 2018 to Wednesday, 27 June 2018, both days inclusive, during which period no transfer of Shares can be registered. In order to ascertain shareholders' rights for the purpose of attending and voting at the annual general meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 21 June 2018.
-
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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