Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sisram Medical Ltd Proxy Solicitation & Information Statement 2006

Mar 15, 2006

50098_rns_2006-03-15_784de5ef-5872-494a-8b72-c10cf8de6772.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

IMPORTANT: THIS SUPPLEMENTAL CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in Anex International Holdings Limited you should at once hand this supplemental circular to the purchaser(s) or transferee(s), licensed securities dealer or the bank manager, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this supplemental circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental circular.

==> picture [37 x 40] intentionally omitted <==

ANEX INTERNATIONAL HOLDINGS LIMITED 安歷士國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 723)

SUPPLEMENTAL CIRCULAR TO SHAREHOLDERS RELATING TO PROPOSED INCREASE IN AUTHORIZED SHARE CAPITAL, PROPOSED AMENDMENTS TO BYE-LAWS OF THE COMPANY, PROPOSED ADOPTION OF NEW BYE-LAWS AND PROPOSED RE-ELECTION OF DIRECTORS

This supplemental circular should be read together with the circular issued by the Company dated 8 March 2006 and the accompanying notice of special general meeting set out on pages 19 to 22 of the said circular.

* For identification purpose only

15 March 2006

CONTENTS

Pages
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RESPONSIBILITY STATEMENT

This supplemental circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this supplemental circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

– i –

LETTER FROM THE BOARD

==> picture [37 x 40] intentionally omitted <==

ANEX INTERNATIONAL HOLDINGS LIMITED 安歷士國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 723)

Executive Directors: Mr. Cheng Tun Nei (Chairman) Mr. Kwok Hon Lam (Vice-Chairman) Dr. Siu Miu Man (Chief Executive Officer) Mr. Kwok Chi Hang, Peter Mr. Loo Pak Hong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Directors: Ms. To Wing Yee, Janice

Independent Non-executive Directors: Mr. Chan Sun Kwong Mr. Fung Kwan Yin, James Mr. Chow Nim Sun, Nelson

Principal Place of Business in Hong Kong: Room 1606-7 West Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

15 March 2006

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR TO SHAREHOLDERS RELATING TO PROPOSED INCREASE IN AUTHORIZED SHARE CAPITAL, PROPOSED AMENDMENTS TO BYE-LAWS OF THE COMPANY, PROPOSED ADOPTION OF NEW BYE-LAWS AND PROPOSED RE-ELECTION OF DIRECTORS

INTRODUCTION

On 8 March 2006, the Company despatched to the Shareholders the circular together with the notice of Special General Meeting and the proxy form with information on, amongst other things, the proposed increase in authorised share capital to be considered at the forthcoming Special General Meeting.

In this supplemental circular, terms used shall have the same meanings as ascribed thereto in the circular of the Company dated 8 March 2006 (the “Circular”), unless the context requires otherwise.

* For identification purpose only

– 1 –

LETTER FROM THE BOARD

PROPOSED INCREASE IN AUTHORIZED SHARE CAPITAL

Due to communication mistake by the Company’s human resources department, it was stated on page 4 of the Circular that as at the Latest Practicable Date, the Company has outstanding options to issue and allot 45,752,484 Shares. In fact, although the Company was authorized to grant options for up to 45,752,484 Shares under the share option scheme of the Company which became effective in September 2002 (“Share Option Scheme”), no options had been granted under the Share Option Scheme as at the Latest Practicable Date. Thus there were no outstanding options to issue and allot Shares as at the Latest Practicable Date.

However, as the Company is obliged to maintain sufficient authorized unissued share capital in the event of the exercise of any options to be granted, and to cater for future allotment of shares arisen from business needs. The Directors consider it necessary to increase the authorized share capital of the Company from HK$80,000,000 divided into 800,000,000 shares of HK$0.10 each to HK$300,000,000 divided into 3,000,000,000 Shares by the creation of an additional 2,200,000,000 new Shares.

Shareholders’ attention is drawn to the notice of Special General Meeting as set out on pages 19 to 22 of the Circular together with the accompanying proxy form. Whether or not you propose to attend the Meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the office of the Company’s branch share registrar in Hong Kong, Tengis Limited, 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

Completion and return of the proxy form will not preclude you from attending the Special General Meeting and voting in person if you so wish.

By Order of the Board of Anex International Holdings Limited Cheng Tun Nei Chairman

– 2 –