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Wanda Hotel Development Company Limited Proxy Solicitation & Information Statement 2012

Jul 26, 2012

49003_rns_2012-07-26_4a643469-4b69-4e2c-9197-4ba1bae31d97.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 Associated International Hotels Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

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(Stock Code: 105)

Executive Directors: Cheong Hooi Hong (Chairman) Cheong Kheng Lim (Deputy Chairman) Cheong Keng Hooi Cheong Sim Lam Cheong Chong Ling

Registered Offıce: 9th Floor, iSQUARE 63 Nathan Road Tsim Sha Tsui Kowloon, Hong Kong

Non-executive Director: Sin Cho Chiu, Charles

Independent Non-executive Directors: Chow Wan Hoi, Paul Yau Allen Lee-nam Lee Chung

26 July 2012

To the Shareholders

Dear Sir or Madam

GENERAL MANDATES FOR REPURCHASE BY THE COMPANY OF ITS OWN SHARES AND ISSUE OF NEW SHARES; RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

1. Introduction

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the forthcoming annual general meeting (the “Annual General Meeting”) of

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Associated International Hotels Limited (the “Company”) to be held on 5 September 2012 at 10:00 a.m., including the ordinary resolutions relating to (i) the grant to the Directors of general mandates to issue and repurchase shares of the Company; and (ii) the re-election of Directors who are due to retire at the Annual General Meeting; and to give you notice of the Annual General Meeting at which the ordinary resolutions as set out in the Notice of the Annual General Meeting will be proposed.

2. General Mandates

At the last annual general meeting of shareholders of the Company held on 6 September 2011, approval was given by shareholders for the granting of, inter alia, a general mandate to the Directors to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) up to 10 per cent. of the issued share capital of the Company at the date of passing the relevant resolution(s). In accordance with the terms of the approval, that general mandate will shortly expire on 5 September 2012 upon the conclusion of the next annual general meeting of the Company to be held on that day. To keep in line with current corporate practice, the grant of a fresh general mandate for the same purpose is being sought from shareholders of the Company and an ordinary resolution to grant the share repurchase general mandate will be proposed at the Annual General Meeting. The Explanatory Statement required by the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) to be sent to shareholders in connection with the proposed share repurchase resolution is set out in Appendix I to this circular.

In addition to the ordinary resolution relating to the share repurchase mandate, ordinary resolutions will also be proposed (i) to grant the Directors a general mandate to allot, issue and otherwise deal with shares of the Company up to a limit equal to 10 per cent. of the issued shares of the Company at the date of passing such resolution plus (if the Directors are so authorised by a separate ordinary resolution of the Company) the nominal amount of shares repurchased by the Company subsequent to the passing of such resolution (up to a maximum of 10 per cent. of the issued shares of the Company at the date of passing such resolution) and (ii) to approve the addition of such repurchased securities to the 10 per cent. share issue mandate (as required by the Listing Rules).

The Directors wish to state that they have no immediate plans to repurchase any existing shares or to issue any new shares pursuant to the relevant mandates. The mandates being proposed will, however, give the Company the flexibility to do so. The Directors will not exercise the mandates in a way which would breach the minimum percentage of listed securities in public hands as prescribed by the Stock Exchange from time to time.

3. Re-election of Directors

The Board currently consists of nine members, namely the following Executive Directors:

Cheong Hooi Hong Cheong Kheng Lim Cheong Keng Hooi Cheong Sim Lam Cheong Chong Ling

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the following Non-executive Director:

Sin Cho Chiu, Charles

and the following Independent Non-executive Directors:

Chow Wan Hoi, Paul Yau Allen Lee-nam Lee Chung

In accordance with Articles 103 and 104 of the Company’s Articles of Association, Mr Cheong Hooi Hong, Mr Cheong Sim Lam and Mr Chow Wan Hoi, Paul shall retire at the conclusion of the Annual General Meeting and, being eligible, shall offer themselves for re-election. Separate ordinary resolutions will be proposed at the Annual General Meeting for the re-election of each of the retiring Directors. Details of the above retiring and re-electing Directors is set out in Appendix II to this circular.

Article 106 of the Company’s Articles of Association provides that no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any General Meeting, unless a notice signed by a member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed of his willingness to be elected shall have been lodged with the Board at the registered office provided that the minimum length of period during which such notices are given shall be at least seven days and the period for lodgement shall commence no earlier than the day after despatch of the notice of the meeting appointed for such election (inclusive of such day) and end no later than seven days prior to the date of such general meeting.

Accordingly, any shareholder who wishes to nominate a person to stand for election as a Director of the Company at the Annual General Meeting must have validly lodged with the Company at its registered office at 9th Floor, iSQUARE, 63 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong for the attention of the Board of Directors within the period from Tuesday, 7 August 2012 to Monday, 13 August 2012, both days inclusive, (i) his/her written notice of intention to propose such person for election as a Director; (ii) a notice executed by the nominated person of his/her willingness to be elected; (iii) information of the nominated person as required to be disclosed under rule 13.51(2) of the Listing Rules and (iv) the written consent of the nominated person to the publication of his/her personal data.

Upon receipt of a valid nomination, a supplemental circular with the particulars of the nominated person stated therein will be despatched to the shareholders as soon as practicable.

4. Annual General Meeting

Notice of the Annual General Meeting to be held on 5 September 2012 is set out in Appendix III to this circular. A form of proxy for use at the Annual General Meeting and the annual financial statements of the Company which accompany this circular are also enclosed. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the registered office of the Company in accordance with the instructions printed thereon not less than 24 hours before the time of the Annual General Meeting or any adjourned meeting.

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Pursuant to the Listing Rules, the Chairman will, at the Annual General Meeting, demand a poll in respect of each resolution set out in the Notice of the Annual General Meeting. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and of the Company pursuant to rule 13.39(5) of the Listing Rules.

5. Recommendation

The Directors believe that the resolutions set out in the Notice of the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and recommend you to vote in favour of such resolutions at the Annual General Meeting.

Yours faithfully Associated International Hotels Limited Cheong Kheng Lim Deputy Chairman

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EXPLANATORY STATEMENT

APPENDIX I

The following is the Explanatory Statement required to be sent to shareholders under the Listing Rules and also constitutes the Memorandum required under Section 49BA of the Companies Ordinance in connection with the proposed general mandate for repurchase of shares:

(i) Share Capital It is proposed that up to 10 per cent. of the shares of the Company in issue at the date of the passing of the resolution to approve the general mandate may be repurchased. As at 23 July 2012, the latest practicable date for determining such figure, the number of shares of the Company in issue was 360,000,000 shares, all of which are fully paid up. On the basis of such figure (and assuming no further shares are issued or repurchased after 23 July 2012 and up to the date of passing such resolution), the Directors would be authorised to repurchase shares of the Company up to a limit of 36,000,000 shares representing 10% of the issued share capital of the Company.

(ii) Reasons for Repurchase The Directors believe that the ability to repurchase shares is in the interests of the Company and of shareholders. Such purchases may, depending on the circumstances, lead to an increase in net assets and/or earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders. The Directors are seeking the grant of a general mandate to repurchase shares to give the Company the flexibility to do so if and when appropriate. The number(s) of shares to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

(iii) Funding of Repurchases It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company which are funds legally available for the purpose in accordance with the Companies Ordinance and the Memorandum and Articles of Association of the Company.

(iv) Impact of Repurchases The Directors do not propose to exercise the general mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. However, in the unlikely event that the general mandate was to be exercised in full at any time during the period of the mandate, there could be such an impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published financial statements for the year ended 31 March 2012).

(v) Directors and their Associates There are no Directors or (to the best of the knowledge of the Directors having made all reasonable enquiries) any associates (as defined in the Listing Rules) of Directors who have a present intention, in the event that the general mandate is granted by shareholders, to sell shares to the Company.

(vi) Directors’ Undertaking The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the general mandate in accordance with the Listing Rules and the laws of Hong Kong.

(vii) Takeovers Code Tian Teck Land Limited holds 180,030,681 shares, representing over 50% (50.01%, rounded to two decimal places) of the issued shares of the Company as at the latest practicable date. On the basis that no shares are issued or repurchased prior to the date of the passing of the resolution to approve the general mandate, in the event that the Directors exercise in full the power to repurchase shares pursuant to the general mandate, the interests of Tian Teck Land Limited would be increased to 55.57% (rounded to two decimal places) of the issued shares of the Company. The Directors are not aware of any consequences which would arise under the Hong Kong Code on Takeovers and Mergers as a consequence of any purchases pursuant to the general mandate, whether or not the general mandate was exercised in full. The Directors will not effect repurchases to an extent which would breach the minimum public float requirements.

(viii) Repurchase made by the Company

No purchases have been made by the Company of its shares in the six months prior to the date of this document.

(ix) Connected Persons

No connected persons of the Company (as defined in the Listing Rules) have notified it of a present intention to sell shares in the Company to the Company and no such persons have undertaken not to sell any such shares to the Company in the event that the general mandate is granted by shareholders.

(x) Share Prices

The highest and lowest prices at which shares of the Company traded on the Stock Exchange in each of the previous twelve months and on 23 July 2012 are as follows:

Month Highest Traded Price (HK$) Lowest Traded Price (HK$)
July 2011 17.500 16.900
August 2011 17.600 15.600
September 2011 17.000 15.800
October 2011 15.980 14.500
November 2011 15.800 15.000
December 2011 15.500 14.900
January 2012 15.020 14.800
February 2012 16.300 15.000
March 2012 16.500 16.100
April 2012 16.800 16.000
May 2012 16.500 15.680
June 2012 16.200 16.000
As at 23 July 2012 (latest practicable date) 16.600 16.600

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APPENDIX II

DETAILS OF RETIRING AND RE-ELECTING DIRECTORS

Mr Cheong Hooi Hong , aged 65, is the chairman, executive director, chief executive officer and chairman of the nomination committee of the Company and its listed parent company, Tian Teck Land Limited. He is also a director of all its holding companies (including Tian Teck Investment Holding Co., Limited) and various subsidiaries of the group. Mr Cheong has been the chairman and a director of the Company and Tian Teck Land Limited since 1984 and 1983 respectively. He is the brother of Messrs Cheong Kheng Lim (a substantial shareholder of the Company and of Tian Teck Land Limited), Cheong Keng Hooi (a substantial shareholder of Tian Teck Land Limited) and Cheong Sim Lam, who are directors of the Company and of Tian Teck Land Limited, and together with them owns Tian Teck Investment Holding Co., Limited, the controlling shareholder of Tian Teck Land Limited. He is also the uncle of Miss Cheong Chong Ling, who is a director of the Company and of Tian Teck Land Limited. As at the date hereof, Mr Cheong was interested in 2,073,992 shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. As at such date, he was also interested in 4,625,792 shares in Tian Teck Land Limited. Mr Cheong’s emoluments as a director of the Company for the year ended 31 March 2012 were HK$52,000 as director’s fees approved by general meeting of the Company. The director’s fees were reviewed by the remuneration committee of the Company. Other emoluments received by him from the Company for the financial year, including discretionary bonus for calendar year 2011, totalled a further HK$2,627,000 (constituted by a basic salary of HK$1,440,000, discretionary bonus of HK$700,000 and other emoluments of a value of HK$487,000). His other emoluments were determined by the remuneration committee of the Company with reference to the Company’s results, his work-load and market condition. Basic salary, discretionary bonus and an amount of HK$4,000 included in other emoluments being insurance-related expenses were covered by his service contract with the Company as chief executive officer. Mr Cheong’s emoluments as a director of Tian Teck Land Limited for the year ended 31 March 2012 were HK$52,000 as director’s fees approved by general meeting of that company. Such director’s fees were reviewed by the remuneration committee of that company. Mr Cheong is a member of the CPA Australia and the Institute of Certified Public Accountants of Singapore. He holds a diploma of the Royal Melbourne Institute of Technology in Commerce. Other than the above, Mr Cheong has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular and does not have any information to disclose pursuant to rule 13.51(2) of the Listing Rules. There are no other matters which need to be brought to the attention of the shareholders of the Company.

Mr Cheong Sim Lam , aged 53, is an executive director of the Company and its listed parent company, Tian Teck Land Limited. He is also a director of all its holding companies (including Tian Teck Investment Holding Co., Limited) and various subsidiaries of the group. Mr Cheong is the chief investment officer of the Company. He has been a director of the Company and Tian Teck Land Limited since 1984 and 1983 respectively. He is the brother of Messrs Cheong Hooi Hong, Cheong Kheng Lim (a substantial shareholder of the Company and of Tian Teck Land Limited) and Cheong Keng Hooi (a substantial shareholder of Tian Teck Land Limited), who are directors of the Company and of Tian Teck Land Limited, and together with them owns Tian Teck Investment Holding Co., Limited, the controlling shareholder of Tian Teck Land Limited. He is also the uncle of Miss Cheong Chong Ling, who is a director of the Company and of Tian Teck Land Limited. As at the date hereof, Mr Cheong was interested in 1,831,155 shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance, of which 1,807,155 shares were held by himself and 24,000 shares were held by his spouse, Ms Tan Tang Lin, Tammy. As at such date, he also held 1,099,504 shares in Tian Teck Land Limited. Mr Cheong’s emoluments as a director of the Company for the year ended 31 March 2012 were HK$52,000 as director’s fees approved by general meeting of the Company. The director’s fees

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were reviewed by the remuneration committee of the Company. Other emoluments received by him from the Company for the financial year, including discretionary bonus for calendar year 2011, totalled a further HK$1,743,000 (constituted by a basic salary of HK$1,440,000, discretionary bonus of HK$300,000 and other emoluments of a value of HK$3,000). His other emoluments were determined by the remuneration committee of the Company with reference to the Company’s results, his work-load and market condition. Basic salary, discretionary bonus and other emoluments were covered by his service contract with the Company as chief investment officer. Mr Cheong’s emoluments as a director of Tian Teck Land Limited for the year ended 31 March 2012 were HK$52,000 as director’s fees approved by general meeting of that company. Such director’s fees were reviewed by the remuneration committee of that company. Mr Cheong holds a certificate in accounting and general business from Kapiolani Community College, Hawaii. Other than the above, Mr Cheong has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular and does not have any information to disclose pursuant to rule 13.51(2) of the Listing Rules. There are no other matters which need to be brought to the attention of the shareholders of the Company.

Mr Chow Wan Hoi, Paul , aged 56, is an independent non-executive director, chairman of the remuneration committee and audit committee, and a member of the nomination committee of the Company and its listed parent company, Tian Teck Land Limited. He has been a director of the Company and Tian Teck Land Limited since 2004. His current term of directorship with the Company and Tian Teck Land Limited are from the conclusion of the 2011 Annual General Meeting to the conclusion of the 2012 Annual General Meeting. Mr Chow’s emoluments as a director of the Company for the year ended 31 March 2012 were HK$170,000 as director’s fees approved by general meeting of the Company. His emoluments were reviewed by the Board on the recommendation of the remuneration committee of the Company with reference to the Company’s results, his experience and fees paid to independent non-executive directors by other listed public companies. Mr Chow’s emoluments as a director of Tian Teck Land Limited for the year ended 31 March 2012 were HK$170,000 as director’s fees approved by general meeting of that company and were reviewed by the Board on the recommendation of the remuneration committee of that company. Mr Chow does not have a service contract with the Company and has no relationship with any directors, senior management or substantial or controlling shareholders of the Company save those disclosed herein. He does not have any interest in any shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr Chow has significant experience in accounting and finance. He has been an associate of the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants in Australia since 1983 and 1988 respectively. He is also a member of the Hong Kong Institute of Certified Public Accountants. Mr Chow is an independent non-executive director of China Ground Source Energy Limited. Other than the above, Mr Chow has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular and does not have any information to disclose pursuant to rule 13.51(2) of the Listing Rules. There are no other matters which need to be brought to the attention of the shareholders of the Company.

All monetary units in this Appendix II are rounded to the nearest thousand.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

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(Stock Code: 105)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of the Company will be held at STAR OF CANTON RESTAURANT, 24TH FLOOR, iSQUARE, 63 NATHAN ROAD, TSIM SHA TSUI, KOWLOON, HONG KONG on Wednesday, 5 September 2012 at 10:00 a.m. for the following purposes:

  1. To receive and consider the audited Financial Statements and the Reports of the Directors and the Auditors for the year ended 31 March 2012.

  2. To consider and declare a final dividend for the year ended 31 March 2012.

  3. To re-elect retiring directors.

  4. To re-appoint KPMG as Auditors of the Company to hold office from the conclusion of the Meeting until conclusion of the next annual general meeting and to authorise the Directors to fix their remuneration.

By way of Special Business, to consider and, if thought fit, pass the following Resolutions which shall be proposed as Ordinary Resolutions:

ORDINARY RESOLUTIONS

  1. To authorise the Directors to the Directors’ remuneration.

  2. 6.(1) THAT:

  3. (a) subject to paragraph (c), pursuant to Section 57B of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

  4. (b) the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

  5. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue, shall not exceed the aggregate of (aa) 10 per cent. of the

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aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution plus (bb) (if the Directors are so authorised by a separate ordinary resolution of the Company) the nominal amount of 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 at the date of passing this Resolution) and the said approval shall be limited accordingly; and

  • (d) for the purposes of this Resolution:

‘Relevant Period’ means the period from the passing of this Resolution until whichever is the earlier of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; and

  • (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting;

and ‘Rights Issue’ means an offer of shares, or offer or issue of warrants or options to subscribe for shares, open for a period fixed by the Company or the Directors of the Company to holders of shares in the capital of the Company, or any class of shares, on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong including without limitation disposal of shares which, by reason of such exclusions or arrangements, are not allotted to the shareholders who would otherwise have been entitled thereto).

(2) THAT:

  • (a) the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase ordinary shares of HK$1 each in the Company (‘Shares’) be and is hereby generally and unconditionally approved;

  • (b) the aggregate nominal amount of Shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly;

  • (c) for the purpose of this Resolution ‘Relevant Period’ means the period from the passing of this Resolution until whichever is the earlier of:

  • (aa) the conclusion of the next annual general meeting of the Company;

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  • (bb) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

  • (cc) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting.

  • (3) THAT the Directors of the Company be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as resolution 6(1) in the notice of this Meeting in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.

By Order of the Board Associated International Hotels Limited Ng Sau Fong Company Secretary

Hong Kong, 26 July 2012

NOTES:

  1. Any member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not also be a member. Forms of proxy, to be valid, must be lodged at 9th Floor, iSQUARE, 63 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong not less than 24 hours before the time of the Annual General Meeting or any adjourned meeting.

  2. Concerning item 6(1) above, approval is being sought from members for a general mandate to authorise allotment of shares under Section 57B of the Companies Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Directors have no immediate plans to issue any new shares of the Company pursuant to such approval.

  3. Concerning items 6(2) and 6(3), approval is also being sought for a general mandate to purchase shares in the Company. The explanatory statement containing information as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited is set out in Appendix I to the circular. The Directors have no immediate plans to effect such purchase.

  4. The Register of Members will be closed for the purpose of determining shareholders’ eligibility to attend and vote at the Annual General Meeting from Monday, 3 September 2012 to Wednesday, 5 September 2012, both days inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s Share Registrars, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 31 August 2012.

Subject to shareholders’ approval on the proposed final dividend at the Annual General Meeting, the Register of Members will be closed for the purpose of determining the identity of members who are entitled to receive the said final dividend from Tuesday, 11 September 2012 to Thursday, 13 September 2012, both days inclusive, during which period no transfer of shares will be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company’s Share Registrars, Computershare Hong Kong Investor Services Limited (whose address is shown in the preceding paragraph) not later than 4:30 p.m. on Monday, 10 September 2012. The proposed final dividend will be paid on Friday, 21 September 2012 to shareholders whose names appear on the Register of Members on Thursday, 13 September 2012 following approval at the Annual General Meeting.

  1. If typhoon signal no. 8 or above or a black rainstorm signal is in force after 7:30 am on the date of the Annual General Meeting, the said Meeting will be postponed. The Company will post an announcement on the websites of Hong Kong Exchanges and Clearing Limited and of the Company at http://aihl.etnet.com.hk/ca-calendar-e.html to notify shareholders of details of the rescheduled meeting.

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