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 licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Road King Infrastructure Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank manager, the licensed securities dealer or registered institution in securities or other agent through whom the sale or the 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 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.
ROAD KING INFRASTRUCTURE LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1098)
PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR
PROPOSED AMENDMENTS TO THE BYE-LAWS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Road King Infrastructure Limited to be held at Jade and Lotus Rooms, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 25 May 2021 at 10:00 a.m. is set out in Appendix IV to this circular. Whether or not you intend to attend such meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or to submit your form of proxy electronically via designated URL (https://emeeting.tricor.hk) as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or via online, or any adjourned meeting if you so wish.
PRECAUTIONARY MEASURES AT THE ANNUAL GENERAL MEETING
To safeguard the health and safety of the Shareholders and to prevent the spreading of the Pandemic, the following precautionary measures will be implemented at the AGM:
- body temperature check
- health declaration
- wearing surgical face mask
- social distancing
- access restriction for quarantine participants according to the Department of Health of Hong Kong
- no refreshment
Any Shareholder who (i) refuses to co-operate with the precautionary measures; (ii) has a body temperature over
37.0 degrees Celsius; and/or (iii) has any flu-like symptoms will not be admitted to the venue. The Company reminds the Shareholders that physical attendance is not necessary for the purpose of exercising their rights and encourages the Shareholders to exercise their right to vote by appointing the Chairman of the AGM or to attend the AGM via the online option, instead of attending the AGM in person.
14 April 2021
CONTENTS | |||
Pages | |||
Definitions . . | . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . 3 | ||
Appendix I | - | Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . 7 |
Appendix II | - | Details of Retiring Directors Proposed for Re-election and | Director |
Candidate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . 11 | ||
Appendix III - | Proposed Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . | . . . . . . 14 | |
Appendix IV - | Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . 42 |
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" | the hybrid annual general meeting of the Company to be convened |
and held at Jade and Lotus Rooms, 6th Floor, Marco Polo | |
Hongkong Hotel, Harbour City, 3 Canton Road, Tsimshatsui, | |
Kowloon, Hong Kong on Tuesday, 25 May 2021 at 10:00 a.m. | |
"Board" | the board of Directors |
"Branch Share Registrar" | Tricor Secretaries Limited, branch share registrar of the Company |
in Hong Kong at Level 54, Hopewell Centre, 183 Queen's Road | |
East, Hong Kong | |
"Bye-laws" | the bye-laws of the Company |
"close associates" | the same definition as described under the Listing Rules |
"Company" | Road King Infrastructure Limited, a company incorporated in |
Bermuda with limited liability, the Shares of which are listed on the | |
main board of the Stock Exchange | |
"Directors" | the directors of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollar(s), the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Latest Practicable Date" | 9 April 2021, being the latest practicable date prior to the printing |
of this circular | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"New Issue Mandate" | a general mandate proposed to be granted to the Directors to |
exercise the power of the Company to issue new Shares on the | |
terms set out in the Notice | |
"Notice" | the notice convening the AGM |
"PRC" | the People's Republic of China |
"Repurchase Mandate" | a general mandate proposed to be granted to the Directors to |
exercise the power of the Company to repurchase Shares on the | |
terms set out in the Notice |
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DEFINITIONS | |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of |
Hong Kong) | |
"Share(s)" | ordinary share(s) of HK$0.10 each in the share capital of the |
Company | |
"Shareholder(s)" | the shareholder(s) of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | the Code on Takeovers and Mergers |
"Wai Kee" | Wai Kee Holdings Limited, a company incorporated in Bermuda |
with limited liability, the shares of which are listed on the main | |
board of the Stock Exchange and is the controlling Shareholder of | |
the Company | |
"%" | per cent |
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LETTER FROM THE BOARD
ROAD KING INFRASTRUCTURE LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1098)
Executive Directors: | Registered office: |
Zen Wei Peu, Derek (Chairman) | Clarendon House |
Ko Yuk Bing (Deputy Chairman, Managing Director and | 2 Church Street |
Chief Executive Officer) | Hamilton HM 11 |
Fong Shiu Leung, Keter (Deputy Chief Executive Officer | Bermuda |
and Finance Director) | |
Principal place of business: | |
Non-executive Directors: | Suite 501, 5th Floor |
Mou Yong | Tower 6, The Gateway |
Dong Fang | 9 Canton Road |
Tsimshatsui | |
Independent Non-executive Directors: | Kowloon |
Lau Sai Yung | Hong Kong |
Tse Chee On, Raymond | |
Wong Wai Ho | 14 April 2021 |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR
PROPOSED AMENDMENTS TO THE BYE-LAWS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the AGM, among other things, resolutions will be proposed:
- to allot, issue and deal with additional Shares and to make or grant offers, agreements and options not exceeding 20% of the number of the Shares in issue as at the date of passing of such resolution;
- 3 -
LETTER FROM THE BOARD
- to repurchase Shares not exceeding 10% of the number of the Shares in issue as at the date of passing of such resolution;
- to add to the general mandate for issuing Shares set out in (a) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate set out in (b) above;
- to re-elect retiring Directors;
- to appoint a Non-executive Director; and
- to amend the Bye-laws.
PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES
At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to issue new Shares up to 20% of the number of issued Shares as at the date of passing of the ordinary resolution.
In addition, it is further proposed, by way of a separate ordinary resolution, that the New Issue Mandate be extended so that the Directors be given a general mandate to issue further Shares of a number equal to the number of the Shares repurchased by the Company under the Repurchase Mandate.
As at the Latest Practicable Date, there were 749,336,566 Shares in issue. Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorised under the New Issue Mandate to issue up to a maximum of 149,867,313 Shares.
PROPOSED GENERAL MANDATE TO REPURCHASE SHARES
At the AGM, it will also be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the Shares in issue as at the date of passing of the ordinary resolution.
An explanatory statement containing information relating to the Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix I to this circular.
RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED APPOINTMENT OF A
NON-EXECUTIVE DIRECTOR
Pursuant to Bye-law 87, at least one-third of the Directors for the time being shall retire from office by rotation at each annual general meeting, such Directors will be eligible for re-election. In this connection, Messrs. Mou Yong ("Mr. Mou"), Tse Chee On, Raymond and Wong Wai Ho will retire from office by rotation at the AGM. Except for Mr. Mou, who will not offer himself for re-election due to personal work arrangement, the other retiring Directors, being eligible, will offer themselves for re-election at the AGM.
- 4 -
LETTER FROM THE BOARD
In respect of the re-election of Messrs. Tse Chee On, Raymond ("Mr. Tse") and Wong Wai Ho ("Mr. Wong") as Independent Non-executive Directors of the Company, with reference to the Nomination Policy and the Board Diversity Policy of the Company, the Nomination Committee has evaluated their overall contributions and services to the Company and has considered selection criteria and the diversity of the Board, including but not limited to education background, professional experience, skills, reputation for integrity and independence. Having received written confirmation from Mr. Tse and Mr. Wong of their respective independence pursuant to Rule 3.13 of the Listing Rules, and taking into account that they have not been involved in the daily operations and management of the Group during their tenure, the Nomination Committee and the Board believe that Mr. Tse and Mr. Wong continue to be independent and also believe that Mr. Tse and Mr. Wong are able to fulfil their roles as required, and therefore recommend Mr. Tse and Mr. Wong to be re-elected as Independent Non-executive Directors of the Company at the AGM.
To fill the vacancy created by Mr. Mou's retirement, the Board proposes to appoint Ms. Cai Xun ("Ms. Cai") as a Non-executive Director of the Company. The Nomination Committee of the Company, having reviewed the Board's composition, has made recommendation to the Board on the proposed appointment of Ms. Cai. In accordance with the Nomination Policy and the Board Diversity Policy of the Company, the Nomination Committee has considered selection criteria and the diversity of the Board, including without limitation, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service with due regard for the benefits of diversity. An ordinary resolution will be proposed at the AGM to approve the appointment of Ms. Cai as a Non-executive Director of the Company which will take effect upon conclusion at the AGM.
Details of the Directors proposed to be re-elected at the AGM and Ms. Cai, the Director candidate, are set out in Appendix II to this circular.
PROPOSED AMENDMENTS TO THE BYE-LAWS
The Board proposes that certain amendments (the "Proposed Amendments") be made to the Bye-laws. The purposes of the Proposed Amendments are as follows:
- to provide flexibility to the Company in relation to the conduct of general meetings as hybrid meetings where Shareholders may participate by means of electronic facilities in addition to physical attendance;
- to set out other related powers of the Board and the Chairman of the Board, including making arrangements for attendance at general meetings, ensuring the security and orderly conduct of meetings and arrangements concerning electronic communications and other ancillary housekeeping amendments; and
- to lower the quorum requirement for meetings of the Board from four Directors to three Directors to facilitate the convening of Board meetings in a more efficient manner.
Details of the Proposed Amendments are set out in Appendix III to this circular.
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LETTER FROM THE BOARD
AGM
Set out in Appendix IV to this circular is the Notice. A form of proxy for use by the Shareholders in respect of the AGM is also enclosed. Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy and return it to the Branch Share Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or to submit your form of proxy electronically via designated URL (https://emeeting.tricor.hk) as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or via online, or any adjournment should you wish to do so.
In addition to the physical attendance at the AGM, you also have the option to attend the AGM online. For details, please refer to the Notice set out in Appendix IV to this circular.
VOTING BY POLL
Pursuant to Rule 13.39 of the Listing Rules and Bye-law 66, any votes of the Shareholders at a general meeting must be taken by poll. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39 of the Listing Rules.
RECOMMENDATION
The Directors are of the opinion that the proposed resolutions set out in the Notice are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
GENERAL
Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement), Appendix II (Details of Retiring Directors Proposed for Re-election and Director Candidate), Appendix III (Proposed Amendments to the Bye-laws) and Appendix IV (Notice of Annual General Meeting) to this circular.
Yours faithfully,
For and on behalf of the Board
Zen Wei Peu, Derek
Chairman
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APPENDIX I | EXPLANATORY STATEMENT |
This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision as to whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, there were 749,336,566 Shares in issue. Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorised to repurchase up to a maximum of 74,933,656 Shares.
REASONS FOR THE REPURCHASE
The Directors believe that it is in the best interests of the Company and its Shareholders to have general authority from the Shareholders to enable the Directors to repurchase Shares on the Stock Exchange. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.
FUNDING OF THE REPURCHASE
In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a new issue of Shares made for the purpose of the repurchase. The amount of premium payable on the repurchase may only be paid out of either funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account before the Shares are repurchased.
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2020), in the event that the proposed Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
- 7 -
APPENDIX I | EXPLANATORY STATEMENT |
SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date:
Per Share | ||
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
April | 12.020 | 11.100 |
May | 12.020 | 10.060 |
June | 11.220 | 10.120 |
July | 12.240 | 10.400 |
August | 10.880 | 10.180 |
September | 10.400 | 9.150 |
October | 9.860 | 9.200 |
November | 10.480 | 9.200 |
December | 10.400 | 9.600 |
2021 | ||
January | 10.440 | 9.640 |
February | 10.880 | 9.600 |
March | 11.120 | 9.820 |
April (up to the Latest Practicable Date) | 10.300 | 10.060 |
DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any of the Shares to the Company.
No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any of the Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
UNDERTAKING OF THE DIRECTORS
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 repurchase pursuant to the proposed resolution in accordance with the Listing Rules and the laws of Bermuda.
- 8 -
APPENDIX I | EXPLANATORY STATEMENT |
EFFECT OF THE TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a 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 Rule 26 of the Takeovers Code.
The aggregate number of Shares held by Wai Kee and Shenzhen Investment Limited ("Shenzhen Investment") and their respective subsidiaries as at the Latest Practicable Date or immediately after full exercise of the Repurchase Mandate (assuming no change in the number of Shares then held) are as follows:
Approximate percentage of | |||
shareholding | |||
As at the | If Repurchase | ||
Latest | Mandate is | ||
Number of | Practicable | exercised | |
Name | Shares held | Date | in full |
Wai Kee and its subsidiaries (Note 1) | 331,328,428 | 44.22% | 49.13% |
Shenzhen Investment and its subsidiary | 202,334,142 | 27.00% | 30.00% |
(Note 2) |
Notes:
- Wai Kee is deemed to be interested in the Shares through its interests in (i) its wholly-owned subsidiaries, namely Wai Kee (Zens) Holding Limited, Groove Trading Limited, Wai Kee China Investments (BVI) Company Limited, Wai Kee China Investments Company Limited, ZWP Investments Limited and Top Horizon Holdings Limited; and (ii) its subsidiaries, namely Build King Holdings Limited, Top Tactic Holdings Limited, Amazing Reward Group Limited, Build King Management Limited and Build King Civil Engineering Limited, which beneficially held 3,000,000 Shares.
- Shenzhen Investment is deemed to be interested in the Shares through its interests in Brightful Investment Holding Limited, its wholly-owned subsidiary.
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APPENDIX I | EXPLANATORY STATEMENT |
If the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate and assuming that there are no alteration to the existing shareholdings of Wai Kee and Shenzhen Investment and their respective subsidiaries, the shareholdings of Wai Kee and Shenzhen Investment and their respective subsidiaries in the Company will be increased to 49.13% and 30.00% respectively. This may give rise to an obligation under Rule 26 of the Takeovers Code (a) by Wai Kee as the holding of voting rights in the Company held by Wai Kee and its subsidiaries will have increased by more than 2%; and (b) by Shenzhen Investment as the holding of voting rights in the Company held by Shenzhen Investment and its subsidiary will have increased to 30% or more. However, the Directors do not have any intention to exercise the Repurchase Mandate to the extent that it would trigger a mandatory offer by Wai Kee and/or Shenzhen Investment under Rule 26 of the Takeovers Code.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of the Shares has been made by the Company during the six months preceding the Latest Practicable Date.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AND DIRECTOR CANDIDATE
- RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM:
Mr. Tse Chee On, Raymond (former name, Tse Chi On) (aged 70)
Mr. Tse has been appointed as an Independent Non-executive Director of the Company since October
2012. He is the Chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company. From 1989 to 1997, he was the Managing Director of Wheelock and Company Limited (HK stock code: 20), the Chairman and Managing Director of Wheelock Properties Limited, a Director of New Asia Realty & Trust Company, Limited and Realty Development Corporation Limited. Mr. Tse holds a Bachelor degree in Business Administration from the University of Montreal, Canada. He has over 35 years of experience in property development and investment, architectural planning and design consulting, property business consulting, international brand licensing and commercial property business in Hong Kong and the PRC.
Mr. Tse did not hold any directorships in other listed public companies in the last three years and does not have any relationships with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Tse did not have, or was not deemed to have, any interests or short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).
Mr. Tse entered into a letter of appointment with the Company for a period commencing from 9 May 2019 to 8 May 2022 or the date of the annual general meeting of the Company to be held in 2022, whichever is earlier. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Mr. Tse is entitled to an emolument of HK$608,000 for acting as an Independent Non-executive Director, the Chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company for the period from 23 May 2020 to the date of the AGM. His emolument will be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company and the prevailing market situation.
Mr. Tse has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Tse that need to be brought to the attention of the Shareholders.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AND DIRECTOR CANDIDATE
Mr. Wong Wai Ho (aged 71)
Mr. Wong has been appointed as an Independent Non-executive Director of the Company since May
2014. He is a member of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company. He is an Independent Non-executive Director of Hang Chi Holdings Limited (HK stock code: 8405). He was a consultant of Jumbo Land Resources Limited. Moreover, Mr. Wong was appointed by Jardine Fleming responsible for the management of the world's first ever direct investment focusing on finding investment opportunities in the Greater China region and was appointed by Kleinwort Benson and Advent International Corporation as a director and a managing director respectively. Prior to that, he worked for the Hong Kong Trade Development Council responsible for the promotion of Hong Kong's external trade for 13 years. Mr. Wong has been involved in the public services; he was a member of the Board of Trustees of Chung Chi College, The Chinese University of Hong Kong and a member of The Chinese History and Culture Educational Foundation for Youth. In the Expo 2010 Shanghai, Mr. Wong was appointed as the deputy pavilion director of the World Trade Centers Association Pavilion. Mr. Wong holds a Bachelor degree in Business Administration (major in accounting) from The Chinese University of Hong Kong and a Master in Law degree from the People's University of China (also known as Renmin University of China). He has extensive experience in trade promotion, fund investment and investment consultancy.
Save as disclosed above, Mr. Wong did not hold any directorships in other listed public companies in the last three years. Mr. Wong does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Wong did not have, or was not deemed to have, any interests or short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).
Mr. Wong entered into a letter of appointment with the Company for a period commencing from 16 May 2018 to 15 May 2021. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws. Mr. Wong is entitled to an emolument of HK$585,000 for acting as an Independent Non-executive Director and a member of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company for the period from 23 May 2020 to the date of the AGM. His emolument will be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company and the prevailing market situation.
Mr. Wong has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Wong that need to be brought to the attention of the Shareholders.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AND DIRECTOR CANDIDATE
- DIRECTOR CANDIDATE
The following are the particulars of Ms. Cai Xun, the Director candidate proposed for appointment as a Non-executive Director of the Company at the AGM:
Ms. Cai Xun (aged 45)
Ms. Cai, aged 45, graduated from Central South University of Technology (now known as Central South University), PRC with a bachelor's degree in economics. Ms. Cai is an executive director of Shenzhen Investment Limited (HK stock code: 604) since August 2020. She is also a director of 深業集團有限公司 (Shum Yip Group Limited*) and Shum Yip Holdings Company Limited, being the ultimate holding company and immediate holding company of Shenzhen Investment Limited. Ms. Cai was the chief of the Cadre Division 1 of the Organization Department of Shenzhen Municipal Party Committee. Ms. Cai worked in the Organization Department of Shenzhen Municipal Party Committee during the period from 2002 to 2019 and served as the chief of the Research and Publicity Division and the chief of the Cadre Supervision Division etc. Ms. Cai has extensive experience in human resources management and administrative management.
Save as disclosed above, Ms. Cai (i) did not hold any directorship in other listed public companies in the last three years; (ii) does not hold any positions within the Group; and (iii) does not have any relationships with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. As at the Latest Practicable Date, Ms. Cai did not have, or was not deemed to have, any interests or short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).
Subject to Shareholders' approval of her appointment as a Non-Executive Director of the Company, Ms. Cai will enter into a letter of appointment with the Company for a period from 25 May 2021 to 24 May 2024, or the date of the annual general meeting of the Company to be held in 2024, whichever is earlier. Ms. Cai will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Ms. Cai is to be entitled to an annual emolument of HK$352,000, which is in line with the current emolument of Mr. Mou, for acting as a Non-executive Director of the Company for the aforesaid period. Her emolument will be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company, taking reference to her duties and responsibilities with the Company and the prevailing market situation.
Ms. Cai has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Ms. Cai that need to be brought to the attention of the Shareholders.
* for identification purpose only
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APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS |
Details of the proposed amendments to the Bye-laws are set out as follows:
No. | Before Amendment(s) | Proposed Amendment(s) | |||||||
Interpretation | - | "electronic | communication" | a communication | sent, | ||||
(Newly added) | transmitted, | conveyed | |||||||
and | received by | wire, | |||||||
by | radio, | by | optical | ||||||
means | or | by | other | ||||||
electron magnetic | |||||||||
means | in | any | form | ||||||
through any medium. | |||||||||
"electronic | meeting" | a general meeting | held | ||||||
and | conducted | wholly | |||||||
and | exclusively | by | |||||||
virtual | attendance | and | |||||||
p a r t i c i p a t i o n b y | |||||||||
M e m b e r s a n d / o r | |||||||||
proxies | by | means | of | ||||||
electronic facilities. | |||||||||
Interpretation | - | "hybrid meeting" | a general meeting | ||||||
(Newly added) | convened | for | the | ||||||
(i) physical | attendance | ||||||||
by | Members | and/or | |||||||
p r o x i e s | a t | t h e | |||||||
Principal Meeting | |||||||||
P l a c e a n d w h e r e | |||||||||
applicable, one or | |||||||||
m o r e M e e t i n g | |||||||||
L o c a t i o n s a n d | |||||||||
(ii) | virtual | attendance | |||||||
and | participation | by | |||||||
M e m b e r s a n d / o r | |||||||||
proxies | by | means | of | ||||||
electronic facilities. | |||||||||
Interpretation | - | "Meeting Location" | has the meaning given | ||||||
(Newly added) | to it in Bye-law 64A. |
- 14 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||
Interpretation | - | "physical meeting" | a general meeting | held | |
(Newly added) | a n d c o n d u c t e d | b y | |||
physical attendance | and | ||||
p a r t i c i p a t i o n | b y | ||||
Members and/or proxies | |||||
at the Principal Meeting | |||||
Place and/or where | |||||
applicable, one or | more | ||||
Meeting Locations. | |||||
"Principal Meeting Place" shall have the meaning | |||||
given to it in Bye-law | |||||
59(2). | |||||
2(e) | expressions referring to writing shall, unless the | expressions referring to writing shall, unless the | |||
contrary intention appears, be construed as including | contrary intention appears, be construed as including | ||||
printing, lithography, photography and other modes of | printing, lithography, photography and other modes of | ||||
representing words or figures in a visible form, | representing words or figures in a visible form, | ||||
including in the form of electronic display, provided | including in the form of electronic display, provided | ||||
that both the mode of service of the relevant document | that both the mode of service of the relevant document | ||||
or notice and the Members' election (where applicable) | or notice and the Members' election (where applicable) | ||||
comply with all applicable Statutes, rules and | comply with all applicable Statutes, rules and | ||||
regulations; | regulations;expressions referring to writing shall, | ||||
unless the contrary intention appears, be construed as | |||||
including printing, lithography, photography and other | |||||
modes of representing or reproducing words or figures | |||||
in a legible and non-transitory form or, to the extent | |||||
permitted by and in accordance with the Statutes and | |||||
other applicable laws, rules and regulations, any | |||||
visible substitute for writing (including an electronic | |||||
communication), or modes of representing or | |||||
reproducing words partly in one visible form and | |||||
partly in another visible form, and including where the | |||||
representation takes the form of electronic display, | |||||
provided that both the mode of service of the relevant | |||||
document or notice and the Member's election comply | |||||
with all applicable Statutes, rules and regulations; | |||||
- 15 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | |||||||
No. | Before Amendment(s) | Proposed Amendment(s) | ||||||
2(j) | a special resolution shall be effective for any purpose | a special resolution shall be effective for any purpose | ||||||
for which an ordinary resolution is expressed to be | for which an ordinary resolution is expressed to be | |||||||
required under any provision of these Bye-laws or the | required under any provision of these Bye-laws or the | |||||||
Statutes. | Statutes.; | |||||||
2(k) | references to a document being executed include | references to a document being executed include | ||||||
references to it being executed under hand or under | references to it being executed under hand or under | |||||||
seal or by electronic signature or by any other legally | seal or by electronic signature or by electronic | |||||||
acceptable method and references to a notice or | communicationor by any other legally acceptable | |||||||
document include a notice or document recorded or | method and references to a notice or document include | |||||||
stored in any digital, electronic, electrical, magnetic or | a notice or document recorded or stored in any digital, | |||||||
other retrievable form or medium and information in | electronic, electrical, magnetic or other retrievable | |||||||
visible form whether having physical substance or not. | form or medium and information in visible form | |||||||
whether having physical substance or not.; | ||||||||
2(l) to 2(o) | - | (l) | a reference to a meeting: (a) shall mean a | |||||
(Newly added) | meeting convened and held in any manner | |||||||
permitted | by | these | Bye-laws | and any | ||||
Member or Director attending and | ||||||||
participating at a meeting by means of | ||||||||
electronic facilities shall be deemed to be | ||||||||
present at that meeting for all purposes of the | ||||||||
Statutes and | these Bye-laws, and attend, | |||||||
participate, attending, participating, | ||||||||
attendance and participation shall be | ||||||||
construed accordingly; | ||||||||
(m) | references to a person's participation in the | |||||||
business of a general meeting include | ||||||||
without limitation and as relevant the right | ||||||||
(including, in the case of a corporation, | ||||||||
through a duly authorised representative) to | ||||||||
speak or communicate, vote, be represented | ||||||||
by a proxy and have access in hard copy or | ||||||||
electronic form to all documents which are | ||||||||
required by the Statutes or these Bye-laws to | ||||||||
be made available at the meeting, and | ||||||||
participate and participating in the business | ||||||||
of a general meeting shall be construed | ||||||||
accordingly; | ||||||||
(n) | references to electronic facilities include, | |||||||
without | limitation, | website | addresses, | |||||
webinars, webcast, video or any form of | ||||||||
conference call systems (telephone, video, | ||||||||
web or otherwise); and |
- 16 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | |||
No. | Before Amendment(s) | Proposed Amendment(s) | ||
(o) | where a Member is a corporation, any | |||
reference in these Bye-laws to a Member | ||||
shall, where the context requires, refer to a | ||||
duly authorised representative of such | ||||
Member. | ||||
56 | An annual general meeting of the Company shall be | An annual general meeting of the Company shall be | ||
held in each year other than the year in which its | held in each year other than the year in which its | |||
statutory meeting is convened at such time (within a | statutory meeting is convened at such time (within a | |||
period of not more than fifteen (15) months after the | period of not more than fifteen (15) months after the | |||
holding of the last preceding annual general meeting | holding of the last preceding annual general meeting | |||
unless a longer period would not infringe the rules of | unless a longer period would not infringe the rules of | |||
the Designated Stock Exchange, if any) and place as | the Designated Stock Exchange, if any) and placeas | |||
may be determined by the Board. | may be determined by the Board. | |||
57 | Each general meeting, other than an annual general | Each general meeting, other than an annual general | ||
meeting, shall be called a special general meeting. | meeting, shall be called a special general meeting. | |||
General meetings may be held in any part of the world | General meetings may be held in any part of the world | |||
as may be determined by the Board. | as may be determined by the Board.Each general | |||
meeting, other than an annual general meeting, shall be | ||||
called a special general meeting. All general meetings | ||||
(including an annual general meeting, any adjourned | ||||
meeting or postponed meeting) may be held as a | ||||
physical meeting in any part of the world and at one or | ||||
more locations as provided in Bye-law 64A, as a | ||||
hybrid meeting or as an electronic meeting, as may be | ||||
determined by the Board in its absolute discretion. | ||||
- 17 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||
No. | Before Amendment(s) | Proposed Amendment(s) | |
59(3) | The notice shall specify the time and place of the | The notice shall specify the time and place of the | |
meeting and, in case of special business, the general | meeting and, in case of special business, the general | ||
nature of the business. The notice convening an annual | nature of the business. The notice convening an annual | ||
general meeting shall specify the meeting as such. | general meeting shall specify the meeting as such. | ||
Notice of every general meeting shall be given to all | Notice of every general meeting shall be given to all | ||
Members other than to such Members as, under the | Members other than to such Members as, under the | ||
provisions of these Bye-laws or the terms of issue of | provisions of these Bye laws or the terms of issue of | ||
the shares they hold, are not entitled to receive such | the shares they hold, are not entitled to receive such | ||
notices from the Company, to all persons entitled to a | notices from the Company, to all persons entitled to a | ||
share in consequence of the death or bankruptcy or | share in consequence of the death or bankruptcy or | ||
winding-up of a Member and to each of the Directors | winding up of a Member and to each of the Directors | ||
and the Auditors. | and the Auditors.The Notice shall specify (a) the time | ||
and date of the meeting, (b) save for an electronic | |||
meeting, the place of the meeting and if there is more | |||
than one meeting location as determined by the Board | |||
pursuant to Bye-law 64A, the principal place of the | |||
meeting (the "Principal Meeting Place"), (c) if the | |||
general meeting is to be a hybrid meeting or an | |||
electronic meeting, the notice shall include a statement | |||
to that effect and with details of the electronic | |||
facilities for attendance and participation by | |||
electronic means at the meeting or where such | |||
details will be made available by the Company prior | |||
to the meeting, and (d) particulars of resolutions to be | |||
considered at the meeting and, in case of special | |||
business, the general nature of the business. The | |||
Notice convening an annual general meeting shall | |||
specify the meeting as such. Notice of every general | |||
meeting shall be given to all Members other than to | |||
such Members as, under the provisions of these | |||
Bye-laws or the terms of issue of the shares they | |||
hold, are not entitled to receive such notices from the | |||
Company, to all persons entitled to a share in | |||
consequence of the death or bankruptcy or | |||
winding-up of a Member and to each of the | |||
Directors and the Auditors. |
- 18 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||
No. | Before Amendment(s) | Proposed Amendment(s) | |
62 | If within thirty (30) minutes (or such longer time not | If within thirty (30) minutes (or such longer time not | |
exceeding one hour as the chairman of the meeting | exceeding one hour as the chairman of the meeting | ||
may determine to wait) after the time appointed for the | may determine to wait) after the time appointed for the | ||
meeting a quorum is not present, the meeting, if | meeting a quorum is not present, the meeting, if | ||
convened on the requisition of Members, shall be | convened on the requisition of Members, shall be | ||
dissolved. In any other case it shall stand adjourned to | dissolved. In any other case it shall stand adjourned to | ||
the same day in the next week at the same time and | the same day in the next week at the same time and | ||
place or to such time and place as the Board may | place or to such time and place as the Board may | ||
determine. If at such adjourned meeting a quorum is | determine. If at such adjourned meeting a quorum is | ||
not present within half an hour from the time | not present within half an hour from the time | ||
appointed for holding the meeting, the meeting shall | appointed for holding the meeting, the meeting shall | ||
be dissolved. | be dissolved.If within thirty (30) minutes (or such | ||
longer time not exceeding one hour as the chairman of | |||
the meeting may determine to wait) after the time | |||
appointed for the meeting a quorum is not present, the | |||
meeting, if convened on the requisition of Members, | |||
shall be dissolved. In any other case it shall stand | |||
adjourned to the same day in the next week at the | |||
same time and (where applicable) same place(s) or to | |||
such time and (where applicable) such place(s) and in | |||
such form and manner referred to in Bye-law 57 as the | |||
chairman of the meeting (or in default, the Board) may | |||
absolutely determine. If at such adjourned meeting a | |||
quorum is not present within half an hour from the | |||
time appointed for holding the meeting, the meeting | |||
shall be dissolved. | |||
- 19 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||
No. | Before Amendment(s) | Proposed Amendment(s) | |
64 | The chairman may, with the consent of any meeting at | The chairman may, with the consent of any meeting at | |
which a quorum is present (and shall if so directed by | which a quorum is present (and shall if so directed by | ||
the meeting), adjourn the meeting from time to time | the meeting), adjourn the meeting from time to time | ||
and from place to place as the meeting shall determine, | and from place to place as the meeting shall determine, | ||
but no business shall be transacted at any adjourned | but no business shall be transacted at any adjourned | ||
meeting other than the business which might lawfully | meeting other than the business which might lawfully | ||
have been transacted at the meeting had the | have been transacted at the meeting had the | ||
adjournment not taken place. When a meeting is | adjournment not taken place. When a meeting is | ||
adjourned for fourteen (14) days or more, at least | adjourned for fourteen (14) days or more, at least | ||
seven (7) clear days' notice of the adjourned meeting | seven (7) clear days' notice of the adjourned meeting | ||
shall be given specifying the time and place of the | shall be given specifying the time and place of the | ||
adjourned meeting but it shall not be necessary to | adjourned meeting but it shall not be necessary to | ||
specify in such notice the nature of the business to be | specify in such notice the nature of the business to be | ||
transacted at the adjourned meeting and the general | transacted at the adjourned meeting and the general | ||
nature of the business to be transacted. Save as | nature of the business to be transacted. Save as | ||
aforesaid, it shall be unnecessary to give notice of an | aforesaid, it shall be unnecessary to give notice of an | ||
adjournment. | adjournment.Subject to Bye-law64C, the chairman | ||
may, with the consent of any meeting at which a | |||
quorum is present (and shall if so directed by the | |||
meeting), adjourn the meeting from time to time (or | |||
indefinitely) and/or from place to place(s) and/or from | |||
one form to another (a physical meeting, a hybrid | |||
meeting or an electronic meeting) as the chairman | |||
shall determine, but no business shall be transacted at | |||
any adjourned meeting other than the business which | |||
might lawfully have been transacted at the meeting had | |||
the adjournment not taken place. When a meeting is | |||
adjourned for fourteen (14) days or more, at least | |||
seven (7) clear days' Notice of the adjourned meeting | |||
shall be given specifying the details set out in Bye-law | |||
59(3) but it shall not be necessary to specify in such | |||
notice the nature of the business to be transacted at the | |||
adjourned meeting and the general nature of the | |||
business to be transacted. Save as aforesaid, it shall | |||
be unnecessary to give notice of an adjournment. | |||
- 20 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | |||||||||||||
No. | Before Amendment(s) | Proposed Amendment(s) | ||||||||||||
64A, 64B, 64C, | - | 64A. | (1) | The | Board | may, | at | its | absolute | |||||
64D, 64E, 64F | discretion, | arrange | for | persons | ||||||||||
and 64G | entitled | to | attend | a | general | |||||||||
(Newly added) | meeting to do so by simultaneous | |||||||||||||
attendance and | participation | by | ||||||||||||
means of electronic facilities at | ||||||||||||||
such | location | or | locations | |||||||||||
( " M e e t i n g L o c a t i o n ( s ) " ) | ||||||||||||||
determined by the Board at its | ||||||||||||||
absolute | discretion. Any | Member | ||||||||||||
or any proxy attending and | ||||||||||||||
participating in such way or any | ||||||||||||||
Member | participating | in | an | |||||||||||
electronic meeting or a hybrid | ||||||||||||||
meeting by means of electronic | ||||||||||||||
facilities is deemed to be | present | |||||||||||||
at and shall be counted in the | ||||||||||||||
quorum of the meeting. | ||||||||||||||
(2) | All general meetings are subject to | |||||||||||||
the following: | ||||||||||||||
(a) | where | a | Member is | |||||||||||
attending | a | Meeting | ||||||||||||
Location | and/or | in | the | |||||||||||
c a s e o f a h y b r i d | ||||||||||||||
meeting, | the | meeting | ||||||||||||
shall | be | treated | as | |||||||||||
having | commenced if it | |||||||||||||
has | commenced | at | the | |||||||||||
Principal Meeting Place; |
- 21 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||||||
(b) | Members | present | in | ||||||
person or by proxy at a | |||||||||
Meeting Location and/or | |||||||||
Members | participating in | ||||||||
an electronic meeting or a | |||||||||
hybrid meeting by means | |||||||||
of | electronic | facilities | |||||||
shall be counted in the | |||||||||
quorum for | and entitled | ||||||||
to vote at the meeting in | |||||||||
q u e s t i o n , a n d t h a t | |||||||||
meeting | shall | be duly | |||||||
c o n s t i t u t e d a n d i t s | |||||||||
p r o c e e d i n g s v a l i d | |||||||||
p r o v i d e d t h a t t h e | |||||||||
chairman | of | the meeting | |||||||
is | satisfied that | adequate | |||||||
electronic | facilities | are | |||||||
available | throughout | the | |||||||
meeting to | ensure | that | |||||||
Members | at | all | Meeting | ||||||
Locations | and | Members | |||||||
p a r t i c i p a t i n g i n a n | |||||||||
electronic | meeting or a | ||||||||
hybrid meeting by means | |||||||||
of electronic facilities are | |||||||||
able to participate in the | |||||||||
business | for which | the | |||||||
m e e t i n g h a s b e e n | |||||||||
convened; |
- 22 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||||||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||||||||
(c) | where Members attend a | ||||||||||
meeting by being present | |||||||||||
at one of the Meeting | |||||||||||
Locations | and/or where | ||||||||||
Members | participating | in | |||||||||
an electronic meeting or a | |||||||||||
hybrid meeting by means | |||||||||||
of electronic | facilities, a | ||||||||||
failure (for any reason) of | |||||||||||
the electronic facilities or | |||||||||||
c o m m u n i c a t i o n | |||||||||||
equipment, or any | other | ||||||||||
f a i l u r e | i n | t h e | |||||||||
a r r a n g e m e n t s f o r | |||||||||||
enabling those in a | |||||||||||
Meeting | Location other | ||||||||||
t h a n t h e P r i n c i p a l | |||||||||||
M e e t i n g P l a c e t o | |||||||||||
p a r t i c i p a t e i n t h e | |||||||||||
business | for | which | the | ||||||||
m e e t i n g h a s b e e n | |||||||||||
convened or in the case | |||||||||||
of an | electronic | meeting | |||||||||
or a hybrid meeting, the | |||||||||||
inability of one or more | |||||||||||
Members | or | proxies | to | ||||||||
access, | or | continue | to | ||||||||
access, | the | electronic | |||||||||
f a c i l i t i e s | d e s p i t e | ||||||||||
a d e q u a t e e l e c t r o n i c | |||||||||||
facilities | having | been | |||||||||
made | available | by | the | ||||||||
Company, | shall | not | |||||||||
affect the validity of the | |||||||||||
meeting or the resolutions | |||||||||||
passed, | or any | business | |||||||||
conducted | there | or | any | ||||||||
action | taken | pursuant | to | ||||||||
such | business | provided | |||||||||
that there is a quorum | |||||||||||
present | throughout | the | |||||||||
meeting. |
- 23 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||||
(d) | if any of the Meeting | ||||||
Locations is outside | the | ||||||
j u r i s d i c t i o n o f t h e | |||||||
Principal Meeting Place | |||||||
and/or in the case of a | |||||||
hybrid meeting, | unless | ||||||
otherwise | stated | in | the | ||||
Notice, the | provisions | of | |||||
t h e s e B y e - l a w s | |||||||
concerning | the | service | |||||
and giving of Notice for | |||||||
the meeting, and the time | |||||||
for lodging | proxies, shall | ||||||
apply by reference to the | |||||||
Principal Meeting | Place; | ||||||
and in the case of an | |||||||
electronic | meeting, | the | |||||
time for lodging | proxies | ||||||
shall be as stated in the | |||||||
Notice for the meeting. |
64B. The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.
- 24 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||
64C. | If it appears to the chairman of the general | ||||
meeting that: | |||||
(a) | the electronic facilities at the | ||||
Principal Meeting Place or at such | |||||
other Meeting Location(s) at which | |||||
the meeting may be attended have | |||||
become inadequate for the purposes | |||||
referred to in Bye-law 64A(1) or | |||||
are otherwise not sufficient to | |||||
allow the meeting to be conducted | |||||
substantially in accordance with the | |||||
provisions set out in the Notice of | |||||
the meeting; or | |||||
(b) | in the case of an electronic meeting | ||||
or a hybrid meeting, electronic | |||||
facilities being made available by | |||||
the Company have become | |||||
inadequate; or | |||||
(c) | it is not possible to ascertain the | ||||
view of those present or to give all | |||||
persons entitled to do so a | |||||
reasonable opportunity to | |||||
communicate and/or vote at the | |||||
meeting; or | |||||
(d) | there is violence or the threat of | ||||
violence, unruly behaviour or other | |||||
disruption occurring at the meeting | |||||
or it is not possible to secure the | |||||
proper and orderly conduct of the | |||||
meeting; |
then, without prejudice to any other power which the chairman of the meeting may have under these Bye-laws or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.
- 25 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | |||
No. | Before Amendment(s) | Proposed Amendment(s) | ||
64D. | The Board and, at any general meeting, the | |||
chairman of the meeting may make any | ||||
arrangement and impose any requirement or | ||||
restriction as the Board or the chairman of | ||||
the meeting, as the case may be, considers | ||||
appropriate to ensure the security and orderly | ||||
conduct of a meeting (including, without | ||||
limitation, requirements for evidence of | ||||
identity to be produced by those attending | ||||
the meeting, the searching of their personal | ||||
property and the restriction of items that may | ||||
be taken into the meeting place, determining | ||||
the number and frequency of and the time | ||||
allowed for questions that may be raised at a | ||||
meeting). Members shall also comply with | ||||
all requirements or restrictions imposed by | ||||
the owner of the premises at which the | ||||
meeting is held. Any decision made under | ||||
this Bye-law shall be final and conclusive | ||||
and a person who refuses to comply with any | ||||
such arrangements, requirements or | ||||
restrictions may be refused entry to the | ||||
meeting or ejected (physically or | ||||
electronically) from the meeting. |
- 26 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | |||||
No. | Before Amendment(s) | Proposed Amendment(s) | ||||
64E. | If, after the sending of Notice of a | general | ||||
meeting but before the meeting is held, or | ||||||
after the adjournment of a meeting but before | ||||||
the adjourned meeting is held (whether or | ||||||
not Notice of the adjourned meeting is | ||||||
required), the Directors, in their absolute | ||||||
discretion, consider that it is inappropriate, | ||||||
impracticable, | unreasonable or undesirable | |||||
for any reason to hold the general meeting on | ||||||
the date or at the time or place or by means | ||||||
of electronic facilities specified in the Notice | ||||||
calling the meeting, they may change or | ||||||
postpone the meeting to another date, time | ||||||
and/or place and/or change the electronic | ||||||
facilities and/or change the form of the | ||||||
meeting (a physical meeting, an electronic | ||||||
meeting or a hybrid meeting) without | ||||||
approval from the Members. Without | ||||||
prejudice to the generality of the foregoing, | ||||||
the Directors shall have the power to provide | ||||||
in every Notice calling a general meeting the | ||||||
circumstances in which a postponement of | ||||||
the relevant general meeting may occur | ||||||
automatically | without further | notice, | ||||
including without limitation where a | ||||||
number 8 or higher typhoon signal, black | ||||||
rainstorm warning or other similar event is in | ||||||
force at any time on the day of the meeting. | ||||||
This Bye-law shall be subject to the | ||||||
following: |
(a) when a meeting is so postponed, the Company shall endeavour to post a notice of such postponement on the Company's website as soon as practicable (provided that failure to post such a notice shall not affect the automatic postponement of such meeting);
(b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Members of details of such change in such manner as the Board may determine;
- 27 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||
(c) | when a meeting is postponed or | ||||
changed in accordance with this | |||||
Bye-law, subject to and without | |||||
prejudice to Bye-law 64, unless | |||||
already specified in the original | |||||
Notice of the meeting, the Board | |||||
shall fix the date, time, place (if | |||||
applicable) and electronic | facilities | ||||
(if applicable) for the postponed or | |||||
changed meeting and shall notify | |||||
the Members of such details in | |||||
such manner as the Board may | |||||
determine; further all proxy forms | |||||
shall be valid (unless revoked or | |||||
replaced by a new proxy) if they | |||||
are received as required by these | |||||
Bye-laws not less than forty-eight | |||||
(48) hours before the time of the | |||||
postponed or changed meeting; and | |||||
(d) | notice of the business to be | ||||
transacted at the postponed or | |||||
changed meeting shall | not be | ||||
r e q u i r e d , n o r s h a l l a n y | |||||
accompanying documents be | |||||
required to be recirculated, | |||||
provided that the business to be | |||||
transacted at the postponed or | |||||
changed meeting is the same as | |||||
that set out in the original Notice of | |||||
general meeting circulated to the | |||||
Members. |
64F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Bye-law 64C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.
- 28 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||
64G. | Without prejudice to other provisions in | ||||
Bye-law 64, a physical meeting may also | |||||
be held by means of such telephone, | |||||
electronic or other communication facilities | |||||
as permit all persons participating in the | |||||
meeting to communicate with each other | |||||
simultaneously and instantaneously, and | |||||
participation in such a meeting shall | |||||
constitute presence in person at such | |||||
meeting. | |||||
75 | (1) | A Member who is a patient for any purpose | (1) | A Member who is a patient for any purpose | |
relating to mental health or in respect of | relating to mental health or in respect of | ||||
whom an order has been made by any court | whom an order has been made by any court | ||||
having jurisdiction for the protection or | having jurisdiction for the protection or | ||||
management of the affairs of persons | management of the affairs of persons | ||||
incapable of managing their own affairs | incapable of managing their own affairs | ||||
may vote by his receiver, committee, | may vote by his receiver, committee, | ||||
curator bonis or other person in the nature | curator bonis or other person in the nature | ||||
of a receiver, committee or curator bonis | of a receiver, committee or curator bonis | ||||
appointed by such court, and such receiver, | appointed by such court, and such receiver, | ||||
committee, curator bonis or other person may | committee, curator bonis or other person may | ||||
vote on a poll by proxy, and may otherwise | vote on a poll by proxy, and may otherwise | ||||
act and be treated as if he were the registered | act and be treated as if he were the registered | ||||
holder of such shares for the purposes of | holder of such shares for the purposes of | ||||
general meetings, provided that such | general meetings, provided that such | ||||
evidence as the Board may require of the | evidence as the Board may require of the | ||||
authority of the person claiming to vote shall | authority of the person claiming to vote shall | ||||
have been deposited at the Office, head | have been deposited at the Office, head | ||||
office or Registration Office, as appropriate, | office or Registration Office, as appropriate, | ||||
not less than forty-eight (48) hours before the | not less than forty-eight (48) hours before the | ||||
time appointed for holding the meeting, or | time appointed for holding the meeting, or | ||||
adjourned meeting or poll, as the case may | adjourned meeting or postponed meetingor | ||||
be. | poll, as the case may be. | ||||
(2) | Any person entitled under Bye-law 53 to be | (2) | Any person entitled under Bye-law 53 to be | ||
registered as the holder of any shares may | registered as the holder of any shares may | ||||
vote at any general meeting in respect | vote at any general meeting in respect | ||||
thereof in the same manner as if he were | thereof in the same manner as if he were | ||||
the registered holder of such shares, provided | the registered holder of such shares, provided | ||||
that forty-eight (48) hours at least before the | that forty-eight (48) hours at least before the | ||||
time of the holding of the meeting or | time of the holding of the meeting or | ||||
adjourned meeting, as the case may be, at | adjourned meeting or postponed meeting, as | ||||
which he proposes to vote, he shall satisfy | the case may be, at which he proposes to | ||||
the Board of his entitlement to such shares, | vote, he shall satisfy the Board of his | ||||
or the Board shall have previously admitted | entitlement to such shares, or the Board | ||||
his right to vote at such meeting in respect | shall have previously admitted his right to | ||||
thereof. | vote at such meeting in respect thereof. |
- 29 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||
No. | Before Amendment(s) | Proposed Amendment(s) | |
77 | the objection or error shall not vitiate the decision of | the objection or error shall not vitiate the decision of | |
the meeting or adjourned meeting on any resolution | the meeting or adjourned meeting or postponed | ||
unless the same is raised or pointed out at the meeting | meetingon any resolution unless the same is raised | ||
or, as the case may be, the adjourned meeting at which | or pointed out at the meeting or, as the case may be, | ||
the vote objected to is given or tendered or at which | the adjourned meeting at which the vote objected to is | ||
the error occurs. Any objection or error shall be | given or tendered or at which the error occurs. Any | ||
referred to the chairman of the meeting and shall only | objection or error shall be referred to the chairman of | ||
vitiate the decision of the meeting on any resolution if | the meeting and shall only vitiate the decision of the | ||
the chairman decides that the same may have affected | meeting on any resolution if the chairman decides that | ||
the decision of the meeting. The decision of the | the same may have affected the decision of the | ||
chairman on such matters shall be final and conclusive. | meeting. The decision of the chairman on such | ||
matters shall be final and conclusive. | |||
80 | The instrument appointing a proxy and (if required by | The instrument appointing a proxy and (if required by | |
the Board) the power of attorney or other authority (if | the Board) the power of attorney or other authority (if | ||
any) under which it is signed, or a certified copy of | any) under which it is signed, or a certified copy of | ||
such power or authority, shall be delivered to such | such power or authority, shall be delivered to such | ||
place or one of such places (if any) as may be | place or one of such places (if any) as may be | ||
specified for that purpose in or by way of note to or in | specified for that purpose in or by way of note to or in | ||
any document accompanying the notice convening the | any document accompanying the notice convening the | ||
meeting (or, if no place is so specified at the | meeting (or, if no place is so specified at the | ||
Registration Office or the Office, as may be | Registration Office or the Office, as may be | ||
appropriate) not less than forty-eight (48) hours | appropriate) not less than forty eight (48) hours | ||
before the time appointed for holding the meeting or | before the time appointed for holding the meeting or | ||
adjourned meeting at which the person named in the | adjourned meeting at which the person named in the | ||
instrument proposes to vote or, in the case of a poll | instrument proposes to vote or, in the case of a poll | ||
taken subsequently to the date of a meeting or | taken subsequently to the date of a meeting or | ||
adjourned meeting, not less than twenty-four (24) | adjourned meeting, not less than twenty four (24) | ||
hours before the time appointed for the taking of the | hours before the time appointed for the taking of the | ||
poll and in default the instrument of proxy shall not be | poll and in default the instrument of proxy shall not be | ||
treated as valid. No instrument appointing a proxy | treated as valid. No instrument appointing a proxy | ||
shall be valid after the expiration of twelve (12) | shall be valid after the expiration of twelve (12) | ||
months from the date named in it as the date of its | months from the date named in it as the date of its | ||
execution, except at an adjourned meeting where the | execution, except at an adjourned meeting where the | ||
meeting was originally held within twelve (12) months | meeting was originally held within twelve (12) months | ||
from such date. Delivery of an instrument appointing a | from such date. Delivery of an instrument appointing a | ||
proxy shall not preclude a Member from attending and | proxy shall not preclude a Member from attending and | ||
voting in person at the meeting convened and in such | voting in person at the meeting convened and in such | ||
event, the instrument appointing a proxy shall be | event, the instrument appointing a proxy shall be | ||
deemed to be revoked. | deemed to be revoked. | ||
- 30 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | |||
No. | Before Amendment(s) | Proposed Amendment(s) | ||
(1) | The Company may, at its absolute discretion, | |||
provide an electronic address for the receipt | ||||
of any document or information relating to | ||||
proxies for a general meeting (including any | ||||
instrument of proxy or invitation to appoint a | ||||
proxy, any document necessary to show the | ||||
validity of, or otherwise relating to, an | ||||
appointment of proxy (whether or not | ||||
required under these Bye-laws) and notice | ||||
of termination of the authority of a proxy). If | ||||
such an electronic address is provided, the | ||||
Company shall be deemed to have agreed | ||||
that any such document or information | ||||
(relating to proxies as aforesaid) may be | ||||
sent by electronic means to that address, | ||||
subject as hereafter provided and subject to | ||||
any other limitations or conditions specified | ||||
by the Company when providing the address. | ||||
Without limitation, the Company may from | ||||
time to time determine that any such | ||||
electronic address may be used generally | ||||
for such matters or specifically for particular | ||||
meetings or purposes and, if so, the | ||||
Company may provide different electronic | ||||
addresses for different purposes. The | ||||
Company may also impose any conditions | ||||
on the transmission of and its receipt of such | ||||
electronic communications including, for the | ||||
avoidance of doubt, imposing any security or | ||||
encryption arrangements as may be specified | ||||
by the Company. If any document or | ||||
information required to be sent to the | ||||
Company under this Bye-law is sent to the | ||||
Company by electronic means, such | ||||
document or information is not treated as | ||||
validly delivered to or deposited with the | ||||
Company if the same is not received by the | ||||
Company at its designated electronic address | ||||
provided in accordance with this Bye-law or | ||||
if no electronic address is so designated by | ||||
the Company for the receipt of such | ||||
document or information. |
- 31 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | |||
No. | Before Amendment(s) | Proposed Amendment(s) | ||
(2) | The instrument appointing a proxy and (if | |||
required by the Board) the power of attorney | ||||
or other authority (if any) under which it is | ||||
signed, or a certified copy of such power or | ||||
authority, shall be delivered to such place or | ||||
one of such places (if any) as may be | ||||
specified for that purpose in or by way of | ||||
note to or in any document accompanying | ||||
the notice convening the meeting (or, if no | ||||
place is so specified at the Registration | ||||
Office or the Office, as may be | ||||
appropriate), or if the Company has | ||||
provided an electronic address in | ||||
accordance with the preceding paragraph, | ||||
shall be received at the electronic address | ||||
specified, not less than forty-eight (48) hours | ||||
before the time appointed for holding the | ||||
meeting or adjourned meeting or postponed | ||||
meeting at which the person named in the | ||||
instrument proposes to vote. No instrument | ||||
appointing a proxy shall be valid after the | ||||
expiration of twelve (12) months from the | ||||
date named in it as the date of its execution, | ||||
except at an adjourned meeting or postponed | ||||
meeting in cases where the meeting was | ||||
originally held within twelve (12) months | ||||
from such date. Delivery of an instrument | ||||
appointing a proxy shall not preclude a | ||||
Member from attending and voting at the | ||||
meeting convened and in such event, the | ||||
instrument appointing a proxy shall be | ||||
deemed to be revoked. | ||||
- 32 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||
No. | Before Amendment(s) | Proposed Amendment(s) | |
81 | Instruments of proxy shall be in any common form or | Instruments of proxy shall be in any common form or | |
in such other form as the Board may approve | in such other form as the Board may approve | ||
(provided that this shall not preclude the use of the | (provided that this shall not preclude the use of the | ||
two-way form) and the Board may, if it thinks fit, send | two way form) and the Board may, if it thinks fit, send | ||
out with the notice of any meeting forms of instrument | out with the notice of any meeting forms of instrument | ||
of proxy for use at the meeting. The instrument of | of proxy for use at the meeting. The instrument of | ||
proxy shall be deemed to confer authority to vote on | proxy shall be deemed to confer authority to vote on | ||
any amendment of a resolution put to the meeting for | any amendment of a resolution put to the meeting for | ||
which it is given as the proxy thinks fit. The | which it is given as the proxy thinks fit. The | ||
instrument of proxy shall, unless the contrary is | instrument of proxy shall, unless the contrary is | ||
stated therein, be valid as well for any adjournment | stated therein, be valid as well for any adjournment | ||
of the meeting as for the meeting to which it relates. | of the meeting as for the meeting to which it relates. | ||
Instruments of proxy shall be in any common form or | |||
in such other form as the Board may approve | |||
(provided that this shall not preclude the use of the | |||
two-way form) and the Board may, if it thinks fit, send | |||
out with the notice of any meeting forms of instrument | |||
of proxy for use at the meeting. The instrument of | |||
proxy shall be deemed to confer authority to vote on | |||
any amendment of a resolution put to the meeting for | |||
which it is given as the proxy thinks fit. The | |||
instrument of proxy shall, unless the contrary is | |||
stated therein, be valid as well for any adjournment | |||
or postponement of the meeting as for the meeting to | |||
which it relates. The Board may decide, either | |||
generally or in any particular case, to treat a proxy | |||
appointment as valid notwithstanding that the | |||
appointment or any of the information required under | |||
these Bye-laws has not been received in accordance | |||
with the requirements of these Bye-laws. Subject to | |||
aforesaid, if the proxy appointment and any of the | |||
information required under these Bye-laws is not | |||
received in the manner set out in these Bye-laws, the | |||
appointee shall not be entitled to vote in respect of the | |||
shares in question. | |||
- 33 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||
82 | A vote given in accordance with the terms of an | A vote given in accordance with the terms of an | |||
instrument of proxy shall be valid notwithstanding the | instrument of proxy shall be valid notwithstanding the | ||||
previous death or insanity of the principal, or | previous death or insanity of the principal, or | ||||
revocation of the instrument of proxy or of the | revocation of the instrument of proxy or of the | ||||
authority under which it was executed, provided that | authority under which it was executed, provided that | ||||
no intimation in writing of such death, insanity or | no intimation in writing of such death, insanity or | ||||
revocation shall have been received by the Company at | revocation shall have been received by the Company at | ||||
the Office or the Registration Office (or such other | the Office or the Registration Office (or such other | ||||
place as may be specified for the delivery of | place as may be specified for the delivery of | ||||
instruments of proxy in the notice convening the | instruments of proxy in the notice convening the | ||||
meeting or other document sent therewith) two (2) | meeting or other document sent therewith) two (2) | ||||
hours at least before the commencement of the meeting | hours at least before the commencement of the meeting | ||||
or adjourned meeting, or the taking of the poll, at | or adjourned meeting or postponed meeting, or the | ||||
which the instrument of proxy is used. | taking of the poll, at which the instrument of proxy is | ||||
used. | |||||
116 | (1) | The quorum necessary for the transaction of | (1) | The quorum necessary for the transaction of | |
the business of the Board may be fixed by | the business of the Board may be fixed by | ||||
the Board and, unless so fixed at any other | the Board and, unless so fixed at any other | ||||
number, shall be two (2) or, in the event that | number, shall be two (2) or, in the event that | ||||
shares of the Company are listed on the | shares of the Company are listed on the | ||||
Designed Stock Exchange, shall be four (4). | Designed Stock Exchange, shall be four (4) | ||||
An alternate Director shall be counted in a | three (3). An alternate Director shall be | ||||
quorum in the case of the absence of a | counted in a quorum in the case of the | ||||
Director for whom he is the alternate | absence of a Director for whom he is the | ||||
provided that he shall not be counted more | alternate provided that he shall not be | ||||
than once for the purpose of determining | counted more than once for the purpose of | ||||
whether or not a quorum is present. | determining whether or not a quorum is | ||||
present. |
- 34 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||||
160 | Any Notice or document (including any "corporate | Any Notice or document (including any "corporate | |||||
communication" within the meaning ascribed thereto | communication" within the meaning ascribed thereto | ||||||
under the rules of the Designated Stock Exchange), | under the rules of the Designated Stock Exchange), | ||||||
whether or not, to be given or issued under these | whether or not, to be given or issued under these | ||||||
Bye-laws from the Company to a Member shall be in | Bye-laws from the Company to a Member shall be in | ||||||
writing or by cable, telex or facsimile transmission | writing or by cable, telex or facsimile transmission | ||||||
message or other form of electronic transmission or | message or other form of electronic transmission or | ||||||
communication and any such Notice and document | communication and any such Notice and document | ||||||
may be served or delivered by the Company on or to | may be served or delivered by the Company on or to | ||||||
any Member either personally or by sending it through | any Member either personally or by sending it through | ||||||
the post in a prepaid envelope addressed to such | the post in a prepaid envelope addressed to such | ||||||
Member at his registered address as appearing in the | Member at his registered address as appearing in the | ||||||
Register or at any other address supplied by him to the | Register or at any other address supplied by him to the | ||||||
Company for the purpose or, as the case may be, by | Company for the purpose or, as the case may be, by | ||||||
transmitting it to any such address or transmitting it to | transmitting it to any such address or transmitting it to | ||||||
any telex or facsimile transmission number or | any telex or facsimile transmission number or | ||||||
electronic number or address or website supplied by | electronic number or address or website supplied by | ||||||
him to the Company for the giving of Notice to him or | him to the Company for the giving of Notice to him or | ||||||
which the person transmitting the notice reasonably | which the person transmitting the notice reasonably | ||||||
and bona fide believes at the relevant time will result | and bona fide believes at the relevant time will result | ||||||
in the Notice being duly received by the Member or | in the Notice being duly received by the Member or | ||||||
may also be served by advertisement in appropriate | may also be served by advertisement in appropriate | ||||||
newspapers in accordance with the requirements of the | newspapers in accordance with the requirements of the | ||||||
Designated Stock Exchange or, to the extent permitted | Designated Stock Exchange or, to the extent permitted | ||||||
by the applicable laws, by placing it on the Company's | by the applicable laws, by placing it on the Company's | ||||||
website and giving to the member a notice stating that | website and giving to the member a notice stating that | ||||||
the notice or other document is available there (a | the notice or other document is available there (a | ||||||
"notice of availability"). The notice of availability may | "notice of availability"). The notice of availability may | ||||||
be given to the Member by any of the means set out | be given to the Member by any of the means set out | ||||||
above provided that such means is permitted by the | above provided that such means is permitted by the | ||||||
rules of the Designated Stock Exchange. In the case of | rules of the Designated Stock Exchange. In the case of | ||||||
joint holders of a share all notices shall be given to | joint holders of a share all notices shall be given to | ||||||
that one of the joint holders whose name stands first in | that one of the joint holders whose name stands first in | ||||||
the Register and notice so given shall be deemed a | the Register and notice so given shall be deemed a | ||||||
sufficient service on or delivery to all the joint holders. | sufficient service on or delivery to all the joint holders. | ||||||
(1) | Any Notice or document (including any | ||||||
"corporate | communication" | within | the | ||||
meaning ascribed thereto under the rules of | |||||||
the Designated Stock Exchange), whether or | |||||||
not, to be | given or issued | under | these | ||||
Bye-laws from the Company shall be in | |||||||
writing or by cable, telex or facsimile | |||||||
transmission message or other form of | |||||||
electronic | transmission or | electronic | |||||
communication and any such Notice and | |||||||
document may be given or issued by the | |||||||
following means: | |||||||
- 35 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||||||
(a) | by serving it personally on the | ||||||||
relevant person; | |||||||||
(b) | by sending it through the post in a | ||||||||
prepaid envelope addressed to such | |||||||||
Member at his registered address as | |||||||||
appearing in the Register or at any | |||||||||
other address supplied by him to | |||||||||
the Company for the purpose; | |||||||||
(c) | by delivering or leaving it at such | ||||||||
address as aforesaid; | |||||||||
(d) | by placing an advertisement in | ||||||||
appointed | newspapers | or other | |||||||
publication | and where | applicable, | |||||||
(as defined in the Act) or in | |||||||||
newspapers | published | daily | and | ||||||
circulating | generally | in | the | ||||||
territory of and in accordance with | |||||||||
the requirements of the Designated | |||||||||
Stock Exchange; | |||||||||
(e) | by sending or transmitting it as an | ||||||||
electronic | communication | to | the | ||||||
relevant person at such electronic | |||||||||
address as he may provide under | |||||||||
Bye-law 160(5), subject to the | |||||||||
Company | complying | with | the | ||||||
Statues and any other applicable | |||||||||
laws, rules and regulations from | |||||||||
time to time in force with regard to | |||||||||
any requirements for the obtaining | |||||||||
of consent (or deemed consent) | |||||||||
from such person; | |||||||||
- 36 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||||
(f) | by publishing it on the Company's | ||||||
website or the website to which the | |||||||
relevant person may have access, | |||||||
subject to the Company complying | |||||||
with the Statutes and any other | |||||||
applicable | laws, | rules | and | ||||
regulations from time to time in | |||||||
force with regard to any | |||||||
requirements for the obtaining of | |||||||
consent (or deemed consent) from | |||||||
such person and/or for giving | |||||||
notification to any such person | |||||||
that the notice, document or | |||||||
publication is available on the | |||||||
Company's | computer network | ||||||
website (a "notice of availability"). | |||||||
(g) | by sending or otherwise making it | ||||||
available to such person through | |||||||
such other means to the extent | |||||||
permitted by and in accordance | |||||||
with the Statutes and other | |||||||
applicable | laws, | rules | and | ||||
regulations. |
(2) The notice of availability may be given by any of the means set out above other than by posting it on a website.
(3) In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.
(4) Every person who, by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which, previously to his name and address (including electronic address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.
- 37 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | |||
No. | Before Amendment(s) | Proposed Amendment(s) | ||
(5) | Every Member or a person who is entitled to | |||
receive notice form the Company under the | ||||
provisions of the Statutes or these Bye-laws | ||||
may register with the Company an electronic | ||||
address to which notices can be served upon | ||||
him. | ||||
(6) | Subject to any applicable laws, rules and | |||
regulations and the terms of these Bye-laws, | ||||
any notice, document or publication, | ||||
including but not limited to the documents | ||||
referred to in Bye-laws 153, 153A and 160 | ||||
may be given to a Member either in the | ||||
English language or the Chinese language. | ||||
- 38 -
APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | ||||
No. | Before Amendment(s) | Proposed Amendment(s) | |||
161 | Any Notice or other document: | Any Notice or other document: | |||
(a) | if served or delivered by post, shall where | (a) | if served or delivered by post, shall where | ||
appropriate be sent by airmail and shall be | appropriate be sent by airmail and shall be | ||||
deemed to have been served or delivered on | deemed to have been served or delivered on | ||||
the day following that on which the envelope | the day following that on which the envelope | ||||
containing the same, properly prepaid and | containing the same, properly prepaid and | ||||
addressed, is put into the post; in proving | addressed, is put into the post; in proving | ||||
such service or delivery it shall be sufficient | such service or delivery it shall be sufficient | ||||
to prove that the envelope or wrapper | to prove that the envelope or wrapper | ||||
containing the notice or document was | containing the notice or document was | ||||
properly addressed and put into the post | properly addressed and put into the post | ||||
and a certificate in writing signed by the | and a certificate in writing signed by the | ||||
Secretary or other officer of the Company or | Secretary or other officer of the Company or | ||||
other person appointed by the Board that the | other person appointed by the Board that the | ||||
envelope or wrapper containing the notice or | envelope or wrapper containing the notice or | ||||
other document was so addressed and put | other document was so addressed and put | ||||
into the post shall be conclusive evidence | into the post shall be conclusive evidence | ||||
thereof; | thereof; | ||||
(b) | if sent by electronic communication, shall be | (b) | if sent by electronic communication, shall be | ||
deemed to be given on the day on which it is | deemed to be given on the day on which it is | ||||
transmitted from the server of the Company | transmitted from the server of the Company | ||||
or its agent. A notice placed on the | or its agent. A notice placed on the | ||||
Company's website is deemed given by the | Company's website is deemed given by the | ||||
Company to a Member on the day following | Company to a Member on the day following | ||||
that on which a notice of availability is | that on which a notice of availability is | ||||
deemed served on the Member; | deemed served on the Member; | ||||
(c) | if served or delivered in any other manner | (c) | if served or delivered in any other manner | ||
contemplated by these Bye-laws, shall be | contemplated by these Bye laws, shall be | ||||
deemed to have been served or delivered at | deemed to have been served or delivered at | ||||
the time of personal service or delivery or, as | the time of personal service or delivery or, as | ||||
the case may be, at the time of the relevant | the case may be, at the time of the relevant | ||||
despatch or transmission; and in proving | despatch or transmission; and in proving | ||||
such service or delivery a certificate in | such service or delivery a certificate in | ||||
writing signed by the Secretary or other | writing signed by the Secretary or other | ||||
officer of the Company or other person | officer of the Company or other person | ||||
appointed by the Board as to the act and | appointed by the Board as to the act and | ||||
time of such service, delivery, despatch or | time of such service, delivery, despatch or | ||||
transmission shall be conclusive evidence | transmission shall be conclusive evidence | ||||
thereof; and | thereof; and | ||||
(d) | may be given to a Member either in the | (d) | may be given to a Member either in the | ||
English language or the Chinese language, | English language or the Chinese language, | ||||
subject to due compliance with all applicable | subject to due compliance with all applicable | ||||
Statutes, rules and regulations. | Statutes, rules and regulations. | ||||
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APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | |||
No. | Before Amendment(s) | Proposed Amendment(s) | ||
Any Notice or other document: | ||||
(a) | if served or delivered by post, shall where | |||
appropriate be sent by airmail and shall be | ||||
deemed to have been served or delivered on | ||||
the day following that on which the envelope | ||||
containing the same, properly prepaid and | ||||
addressed, is put into the post; in proving | ||||
such service or delivery it shall be sufficient | ||||
to prove that the envelope or wrapper | ||||
containing the notice or document was | ||||
properly addressed and put into the post | ||||
and a certificate in writing signed by the | ||||
Secretary or other officer of the Company or | ||||
other person appointed by the Board that the | ||||
envelope or wrapper containing the Notice or | ||||
other document was so addressed and put | ||||
into the post shall be conclusive evidence | ||||
thereof; | ||||
(b) | if sent by electronic communication, shall be | |||
deemed to be given on the day on which it is | ||||
transmitted from the server of the Company | ||||
or its agent. A Notice placed on the | ||||
Company's website or the website of the | ||||
Designated Stock Exchange is deemed given | ||||
by the Company to a Member on the day | ||||
following that on which a notice of | ||||
availability is deemed served on the Member; | ||||
(c) | if published on the Company's website, shall | |||
be deemed to have been served on the day on | ||||
which the notice, document or publication | ||||
first so appears on the Company's website to | ||||
which the relevant person may have access | ||||
or the day on which the notice of availability | ||||
is deemed to have been served or delivered | ||||
to such person under these Bye-laws, | ||||
whichever is later; |
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APPENDIX III | PROPOSED AMENDMENTS TO THE BYE-LAWS | |||
No. | Before Amendment(s) | Proposed Amendment(s) | ||
(d) | if served or delivered in any other manner | |||
contemplated by these Bye-laws, shall be | ||||
deemed to have been served or delivered at | ||||
the time of personal service or delivery or, as | ||||
the case may be, at the time of the relevant | ||||
despatch, transmission or publication; and in | ||||
proving such service or delivery a certificate | ||||
in writing signed by the Secretary or other | ||||
officer of the Company or other person | ||||
appointed by the Board as to the fact and | ||||
time of such service, delivery, despatch, | ||||
transmission or publication shall be | ||||
conclusive evidence thereof; and | ||||
(e) | if published as an advertisement in a | |||
newspaper or other publication permitted | ||||
under these Bye-laws, shall be deemed to | ||||
have been served on the day on which the | ||||
advertisement first so appears. |
The Board would like to remind the Shareholders that the English version of the Proposed Amendments shall always prevail in case of any discrepancy or inconsistency between English version and its Chinese translation.
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APPENDIX IV | NOTICE OF ANNUAL GENERAL MEETING | ||||
ROAD KING INFRASTRUCTURE LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1098)
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Road King Infrastructure Limited (the "Company") will be held at Jade and Lotus Rooms, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 25 May 2021 at 10:00 a.m. to transact the following businesses:
AS ORDINARY BUSINESS
- To receive and consider the audited financial statements and the reports of the Directors and the Independent Auditor for the year ended 31 December 2020.
- To declare a final dividend for the year ended 31 December 2020.
- To re-elect, each as a separate resolution, the following persons as Directors:
- Mr. Tse Chee On, Raymond; and
- Mr. Wong Wai Ho,
and to authorise the Board of Directors to fix their remuneration.
- To appoint Ms. Cai Xun as a Non-executive Director of the Company and to authorise the Board of Directors to fix her remuneration.
- To re-appoint Auditor and to authorise the Board of Directors to fix their remuneration.
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APPENDIX IV | NOTICE OF ANNUAL GENERAL MEETING |
AS SPECIAL BUSINESS
6. To consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions:
ORDINARY RESOLUTIONS
- "THAT:
- subject to paragraph (c) below, 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 additional shares in the capital of the Company and to make or grant offers, agreements and options, including bonds, warrants and debentures convertible into shares of the Company, which might require the exercise of such powers be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, including bonds, warrants and debentures convertible into shares of the Company, which might require the exercise of such powers after the end of the Relevant Period;
- the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to or in consequence of (i) a Rights Issue (as hereinafter defined); or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors and/or employees of the Company and/or any of its subsidiaries of options or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend pursuant to the Bye-laws of the Company from time to time, shall not exceed 20% of the number of issued shares of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and
- for the purposes of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of: - the conclusion of the next Annual General Meeting of the Company;
- the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; or
- the revocation or variation of the Resolution by an ordinary resolution in general meeting of the Company.
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APPENDIX IV | NOTICE OF ANNUAL GENERAL MEETING |
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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 the Hong Kong Special Administrative Region of the People's Republic of China)."
- "THAT:
- subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in Ordinary Resolution No. 6(A) set out in the notice of this Meeting) of all the powers of the Company to repurchase its own shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time, be and is hereby generally and unconditionally approved; and
- the number of the shares to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of issued shares of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly."
- "THAT conditional upon Ordinary Resolution Nos. 6(A) and 6(B) set out in the notice convening this Meeting being passed, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Ordinary Resolution No. 6(A) above be and is hereby extended by the addition thereto of an amount representing the number of the shares of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. 6(B) above provided that such amount shall not exceed 10% of the number of issued shares of the Company as at the date of passing of this Resolution."
SPECIAL RESOLUTION
7. "THAT the amendments to the bye-laws of the Company ("Bye-laws") set out in Appendix III to the circular of the Company dated 14 April, 2021 of which this notice forms part be and are hereby approved and the amended and restated Bye-laws (a copy of which having been produced before the meeting and signed by the chairman of the meeting for the purpose of identification) be and is hereby adopted as the bye-laws of the Company."
By Order of the Board
Fong Shiu Leung, Keter
Company Secretary
Hong Kong, 14 April 2021
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APPENDIX IV | NOTICE OF ANNUAL GENERAL MEETING |
Notes:
-
The register of members of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021, both dates inclusive, during which period no transfer of shares of the Company will be registered for the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the annual general meeting. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited (the "Branch Share Registrar"), at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Tuesday, 18 May 2021 for registration.
For the purpose of determining the eligibility of the shareholders of the Company to receive the proposed final dividend, the register of members of the Company will also be closed from Tuesday, 1 June 2021 to Wednesday, 2 June 2021, both dates inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Branch Share Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Monday, 31 May 2021 for registration. - Any member of the Company entitled to attend and vote at the annual general meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her and vote on his/her behalf at the annual general meeting of the Company or at a class meeting.
- The form of proxy must be signed by a member of the Company or the attorney duly authorised in writing or, in the case of a corporation, must be either under its seal and under the hand of an officer or attorney or other person duly authorised to sign the same. In case of joint holders, the signature of any one of them is sufficient.
- To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of attorney or authority, must be delivered to the office of the Branch Share Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting of the Company or any adjournment thereof. In case of appointment of proxies submitted in electronic form, the proxy appointments must be received by not less than 48 hours before the time appointed for the holding of the meeting (or at any adjournment thereof). You may submit your form of proxy electronically by scanning the QR code or visiting the designated URL (https://emeeting.tricor.hk). Please use the username and password provided on the notification letter sent to you by the Company. If your shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited and would like to appoint proxy to attend and vote at the meeting on your behalf, you should consult directly with your banks or brokers or custodians (as the case may be) for necessary arrangement. For submitting appointment of proxies in electronic form, shareholders can refer to letter and the Electronic Proxy User Guide (by visiting the designated website or scanning the QR code as printed therein) for details.
- Delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the annual general meeting of the Company or via online, or at any adjournment thereof. In such event, the form of proxy shall be deemed to be revoked.
- In the case of joint holders of any share, if more than one of such joint holders be present at the annual general meeting of the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of joint holding. Only ONE PAIR of log-in username and password will be provided to the joint holders.
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APPENDIX IV | NOTICE OF ANNUAL GENERAL MEETING |
- In relation to Resolution No. 3 in the notice regarding the re-election of the Directors, Messrs. Tse Chee On, Raymond and Wong Wai Ho will retire and, being eligible, offer themselves for re-election at the annual general meeting of the Company pursuant to the Company's Bye-laws.
- In relation to Resolution No. 4 in the notice regarding the proposed appointment of a Director, Ms. Cai Xun as a Non-executive Director of the Company to fill vacancy created by the retirement of Mr. Mou Yong subject to the approval by the shareholders of the Company at the annual general meeting.
- A circular containing further details regarding Resolution Nos. 3 to 7 above has been sent to the members of the Company together with the Annual Report 2020.
-
Hybrid Annual General Meeting (the "AGM")
This year, the Company will conduct a hybrid AGM using e-Meeting System, which allows shareholders to participate the AGM online in a convenient and efficient way from anywhere with an internet connection. Shareholders will be able to view the live video broadcast and participate in voting and submit questions in written form to the AGM via their mobile phones, tablets or computers. The live broadcast option can also broaden the reach of the AGM to shareholders who do not wish to attend physically due to concerns on attending large scale events under the current COVID-19 pandemic ("Pandemic") situation, or for other overseas shareholders who are unable to attend in person.
How to attend and vote
Shareholders who wish to attend the AGM and exercise their voting rights can be achieved in one of the following ways: - attend the AGM in person and vote via smartphones or designated mobile devices at the AGM venue; or
- attend the AGM via e-Meeting System which enables live streaming and interactive platform for Q&A and submit their voting online; or
- appoint the Chairman of the AGM or other persons as your proxy to vote on your behalf.
Your proxy's authority and instruction will be revoked if you attend and vote in person at the AGM or via e-Meeting system.
If you are a non-registered holder of the Company, you are invited to join as an observer to view live streaming, however you will not be able to submit questions and vote online. If you would like to attend physically and vote at the AGM, you may instruct your nominees/banks/stockbrokers to appoint you as their proxy to attend and vote at the AGM.
For Corporate Shareholders who wish to (1) appoint proxy to attend and vote at the AGM on your behalf or (2) attend the AGM and to vote online, please contact the Company's Branch Share Registrar in Hong Kong, Tricor Secretaries Limited, hotline at (852) 2975 0928 by (1) 21 May 2021 and (2) 24 May 2021 respectively for the necessary arrangements.
On-sitee-Voting system will be used at the AGM to enhance the efficiency in the poll counting process. This is a full paperless AGM process that facilitates easy and intuitive voting procedures for shareholders as well as to allow instant declaration of voting results during the AGM.
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APPENDIX IV | NOTICE OF ANNUAL GENERAL MEETING |
Pandemic Circumstances
Although shareholders are welcome to attend the AGM in person if they so wish. The Company strongly advises shareholders to attend the AGM via the online option in view of the current development of the Pandemic. The Company will also be undertaking the following precautionary measures to safeguard the health and well-being of the shareholders (or their proxies) who are attending the AGM in person, including body temperature check, health declaration, wearing surgical face mask, access restriction for quarantine participants according to the Department of Health of Hong Kong, plus safe distancing measures for queue management and seating at the meeting venue. To reduce close contact between attendees at the physical AGM, no refreshment will be served at the meeting venue. Any person who refuses to co-operate with the above precautionary measures or is detected to have a fever (i.e. over 37.0 degrees Celsius), or exhibiting flu-like symptoms will not be admitted to the meeting venue.
For online voting at the AGM, shareholders can refer to our letter and the Online Meeting User Guide (by visiting the designated website or scanning the QR code as printed therein) for details.
You must provide a valid email address of your proxy in the space provided (except when the chairman of the meeting is appointed as your proxy). If no email address is provided, your proxy cannot attend and vote online.
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Disclaimer
Road King Infrastructure Limited published this content on 13 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2021 09:40:06 UTC.