TIME WATCH INVESTMENTS LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Time Watch Investments Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
Time Watch Investments Limited
時計寶投資有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2033)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
PROPOSED RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting to be held at Jade Room, 6/F, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong at 10:00 a.m. on Thursday, 21 November 2019 is set out on pages 19 to 24 of this circular.
Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting (i.e. at or before 10:00 a.m. on Tuesday, 19 November 2019 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
17 October 2019
CONTENTS | |||
Page | |||
Definitions . . | . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | |||
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
Grant of the General Mandate, the Repurchase Mandate and | |||
the Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Proposed final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
General | . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | ||
Appendix I | - | Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . . | 10 |
Appendix II | - | Details of the Directors proposed to be re-elected at the | |
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15 | ||
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 19 |
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Annual General Meeting"the annual general meeting of the Company to be convened and held at Jade Room, 6/F, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong on Thursday, 21 November 2019, the notice of which is set out on pages 19 to 24 of this circular, and any adjournment thereof
"Articles of Association"
"Board"
"close associates"
"Companies Law"
"Company"
the articles of association of the Company, as amended from time to time
the board of Directors
has the same meaning as defined under the Listing Rules
the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands
Time Watch Investments Limited, a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange
"Director(s)"
"Extension Mandate"
"General Mandate"
director(s) of the Company
a general and unconditional mandate proposed to be granted to the Directors to the effect that the number of Shares repurchased under the Repurchase Mandate will be added to the number of Shares which may be allotted and issued under the General Mandate
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with such number of new Shares up to a maximum of 20% of the number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting
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DEFINITIONS
"Group"
"HK$"
"Hong Kong"
"Latest Practicable Date"
"Listing Rules"
"PRC"
"Repurchase Mandate"
"SFO"
"Share(s)"
"Shareholder(s)"
"Share Option Scheme"
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the PRC
11 October 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein
the Rules Governing the Listing of Securities on the Stock Exchange
the People's Republic of China
a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares up to a maximum of 10% of the number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended and supplemented from time to time
ordinary share(s) of HK$0.10 each in the share capital of the Company
holder(s) of Share(s)
the share option scheme conditionally approved by a written resolution of the then sole Shareholder dated 11 January 2013 and adopted by a resolution of the Board on the same day, under which eligible participants, among others, may be granted a right to subscribe for Shares under the discretion of the Board
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DEFINITIONS
"Stock Exchange"
"Takeovers Code"
"%"
The Stock Exchange of Hong Kong Limited
the Codes on Takeovers and Mergers and Share Buy-backs, as amended from time to time
per cent.
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LETTER FROM THE BOARD
Time Watch Investments Limited
時計寶投資有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2033)
Executive Directors: | Registered office: |
Mr. Tung Koon Ming | Cricket Square |
Mr. Tung Koon Kwok Dennis | Hutchins Drive |
Mr. Tung Wai Kit | PO Box 2681 |
Mr. Deng Guanglei | Grand Cayman KY1-1111 |
Independent non-executive Directors: | Cayman Islands |
Mr. Ma Ching Nam | Headquarters and principal place of |
Mr. Wong Wing Keung Meyrick | business in Hong Kong: |
Mr. Choi Ho Yan | 27th Floor, CEO Tower |
77 Wing Hong Street | |
Cheung Sha Wan | |
Kowloon | |
Hong Kong | |
17 October 2019 | |
To the Shareholders | |
Dear Sir or Madam, |
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
PROPOSED RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, inter alia,
- ordinary resolutions on the proposed grant of each of the General Mandate, the Repurchase Mandate and the Extension Mandate; and (b) ordinary resolutions relating to the proposed re- election of the Directors.
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LETTER FROM THE BOARD
GRANT OF THE GENERAL MANDATE, THE REPURCHASE MANDATE AND THE EXTENSION MANDATE
Pursuant to the ordinary resolutions passed by the then Shareholders at the annual general meeting on 22 November 2018, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares up to a maximum of 20% of the number of Shares of the Company in issue on the date of passing of such resolution; (b) a general and unconditional mandate to purchase or repurchase Shares on the Stock Exchange up to a maximum of 10% of the number of Shares of the Company in issue on the date of passing of such resolution; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate number of the Shares purchased or repurchased by the Company pursuant to the mandate to purchase or repurchase Shares referred to (b) above.
The above general mandates will expire at the conclusion of the Annual General Meeting. At the Annual General Meeting, the following resolutions, among others, will be proposed:
- to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares up to a maximum of 20% of the number of Shares in issue on the date of passing of such resolution. On the basis that 2,079,946,000 Shares were in issue as at the Latest Practicable Date and assuming no Shares will be issued or repurchased prior to the Annual General Meeting, the maximum number of Shares to be allotted and issued pursuant to the General Mandate will be 415,989,200;
- to grant the Repurchase Mandate to the Directors to enable them to repurchase the Shares on the Stock Exchange up to a maximum of 10% of the number of Shares in issue on the date of passing of such resolution; and
- to grant the Extension Mandate to the Directors to increase the number of Shares which may be allotted and issued under the General Mandate by the number of Shares repurchased under the Repurchase Mandate.
Each of the General Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (b) the date by which the next annual general meeting is required by the Companies Law or the Articles of Association to be held; or (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
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LETTER FROM THE BOARD
The Directors wish to state that they have no immediate plans to allot and issue any new Shares other than such Shares which may fall to be allotted and issued upon the exercise of any options which may be granted under the Share Option Scheme.
Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.
PROPOSED RE-ELECTION OF DIRECTORS
According to article 105(A) of the Articles of Association, not less than one-third of the Directors shall retire from office by rotation at each annual general meeting of the Company. Any Director who retires under this article shall then be eligible for re-election as Director. Mr. Wong Wing Keung Meyrick and Mr. Choi Ho Yan, both being independent non-executive Director, will retire as Directors and being eligible, offer themselves for re-election as Directors at the Annual General Meeting. In accordance with article 109 of the Articles of Association, Mr. Tung Koon Kwok Dennis, who was appointed as an executive Director on 1 March 2019, will also retire at the Annual General Meeting. Mr. Wong Wing Keung Meyrick, Mr. Choi Ho Yan and Mr. Tung Koon Kwok Dennis, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.
Their appointments had been reviewed and assessed by the Nomination Committee, the Board is of the view that Mr. Wong Wing Keung Meyrick, Mr. Choi Ho Yan and Mr. Tung Koon Kwok Dennis are able to continue fulfill their jobs as required and Mr. Wong Wing Keung Meyrick and Mr. Choi Ho Yan meet the independence guidelines set out in Rule 3.13 of the Listing Rules.
Recommendation of the Nomination Committee with respect to the Independent non-executive Director subject to re-election at the Annual General Meeting
The Nomination Committee is also of the view that each of Mr. Wong Wing Keung Meyrick and Mr. Choi Ho Yan would bring to the Board his own perspective, skills and experience, as further described in his biography in Appendix II to this circular. Based on the board diversity policy adopted by the Company, the Nomination Committee considers that each of Mr. Wong Wing Keung Meyrick and Mr. Choi Ho Yan can contribute to the diversity of the Board. In particular, for Mr. Wong Wing Keung Meyrick, the Nomination Committee has considered his diversified educational background and professional experience in his expertise, for Mr. Choi Ho Yan, the Nomination Committee has considered his professional experience in the auditing and accounting industry.
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LETTER FROM THE BOARD
Therefore, the Board, with the recommendation of the Nomination Committee, has nominated Mr. Wong Wing Keung Meyrick and Mr. Choi Ho Yan for re-election as independent non-executive Director at the Annual General Meeting.
Biographical information of each of Mr. Wong Wing Keung Meyrick, Mr. Choi Ho Yan and Mr. Tung Koon Kwok Dennis, is set out in Appendix II to this circular.
PROPOSED FINAL DIVIDEND
The Directors have recommended the payment of a final dividend of HK4.3 cents per Share for the year ended 30 June 2019, amounting to approximately HK$89.4 million. Subject to the approval of Shareholders at the Annual General Meeting, the proposed final dividend will be paid to Shareholders whose name appear on the register of members of the Company at the close of business on 28 November 2019 and it is expected that the proposed final dividend will be paid on or about 9 December 2019.
ACTIONS TO BE TAKEN
Set out on pages 19 to 24 of this circular is a notice convening the Annual General Meeting at which ordinary resolutions will be proposed to approve, among other matters, the following:
- the proposed grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; and
- the proposed re-election of Directors.
A form of proxy for use at the Annual General Meeting is enclosed herewith. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting (i.e. at or before 10:00 a.m. on Tuesday, 19 November 2019 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
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LETTER FROM THE BOARD
VOTING BY POLL
All the resolutions set out in the notice of the Annual General Meeting will be decided by poll. The chairman of the Annual General Meeting will explain the detailed procedures for conducting a poll at the Annual General Meeting.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every Share held which is fully paid or credited as fully paid. None of the Shareholders are required to abstain from voting at the Annual General Meeting on any resolutions as set out in the notice of the Annual General Meeting.
After the conclusion of the Annual General Meeting, the poll results will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.timewatch.com.hk.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATIONS
The Board considers that the ordinary resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.
GENERAL
Your attention is drawn to the additional information set out in the appendices to this circular.
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LETTER FROM THE BOARD
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By order of the Board
Time Watch Investments Limited
Tung Koon Ming
Chairman and Executive Director
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
2. SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 2,079,946,000 Shares in issue.
Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no Shares will be issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 207,994,600 Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date.
3. REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
4. FUNDING OF REPURCHASES
Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles of Association, the Companies Law, other applicable laws of the Cayman Islands and the Listing Rules. A listed company is prohibited from repurchasing its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under the Companies Law, repurchases by the Company may only be made out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital.
5. GENERAL
There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position as at 30 June 2019, being the date up to which its latest published audited consolidated financial statements were made up, in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
6. SHARE PRICES
The highest and lowest prices at which Shares were traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date and up to the Latest Practicable Date were as follows:
Highest | Lowest | ||
HK$ | HK$ | ||
2018 | |||
October | 1.19 | 1.05 | |
November | 1.18 | 1.07 | |
December | 1.16 | 1.07 | |
2019 | |||
January | 1.17 | 1.09 | |
February | 1.18 | 1.11 | |
March | 1.15 | 1.07 | |
April | 1.18 | 1.03 | |
May | 1.1 | 0.99 | |
June | 1.05 | 0.97 | |
July | 1.02 | 0.93 | |
August | 1 | 0.9 | |
September | 1.02 | 0.92 | |
October (up to and including the Latest | |||
Practicable Date) | 1.01 | 0.91 | |
7. | UNDERTAKING |
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws and regulations of the Cayman Islands and in accordance with the regulations set out in the memorandum of association of the Company and the Articles of Association.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
8. CONNECTED PERSON
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) 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.
To the best of the knowledge and belief of the Directors, based on the shareholding of the substantial Shareholders (within the meaning of the Listing Rules) of the Company as at the Latest Practicable Date, on the basis that no Shares will be issued or repurchased prior to the Annual General Meeting and assuming that there would not be changes in the issued share capital of the Company prior to the repurchase of Shares and each of the substantial shareholders of the Company would not dispose of their respective Shares nor acquire additional Shares prior to any repurchase of Shares, in the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, such increase will not give rise to an obligation on any of the substantial shareholders of the Company to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors have no intention to exercise the Repurchase Mandate to such extent as would give rise to such obligation. The Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.
10. SHARE PURCHASE MADE BY THE COMPANY
The Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
The following sets out the biographical details of the Directors who will stand for re-election at the Annual General Meeting:
EXECUTIVE DIRECTORS
Mr. Tung Koon Kwok Dennis（董觀國）, aged 61. He was appointed as an executive Director on 1 March 2019. Mr. Tung Koon Kwok Dennis is the brother of Mr. Tung Koon Ming, the Chairman, executive Director and chief executive officer of the Company and the uncle of Mr. Tung Wai Kit, an executive Director of the Company. Mr. Tung Koon Kwok Dennis has over 30 years of experience in sales and marketing in the watch industry. He was a sales manager of Winning Metal Products Manufacturing Company Limited, a controlling shareholder of the Company from 1980 to 2012. He has been the sales manager of Win Source Trading Limited, a wholly owned subsidiary of the Company since 2012. The main business of both Winning Metal Products Manufacturing Company Limited and Win Source Trading Limited is trading of watch movements. Mr. Tung Koon Kwok Dennis was a director of the Federation of Hong Kong Watch Trades & Industries Limited from 1991 to 1999. Mr. Tung Koon Kwok Dennis is currently the honorary director of the Federation of Hong Kong Watch Trades & Industries Limited. Mr. Tung Koon Kwok Dennis is currently a director of various subsidiaries of the Company.
In the three years preceding the Latest Practicable Date, Mr. Tung Koon Kwok Dennis did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, save that (i) Mr. Tung Koon Kwok Dennis is the brother of Mr. Tung Koon Ming, the Chairman, executive Director and chief executive officer; and (ii) Mr. Tung Koon Kwok Dennis is the uncle of Mr. Tung Wai Kit, an executive Director, Mr. Tung Koon Kwok Dennis was not related to any other Directors, senior management, substantial or controlling Shareholders of the Company.
Pursuant to the service agreement entered into between the Company and Mr. Tung Koon Kwok Dennis on 1 March 2019, the appointment of Mr. Tung Koon Kwok Dennis as an executive Director is for an initial term of two years commencing from 1 March 2019 which shall be automatically renewed and extended for successive terms of two years and may be terminated after the initial term by either party by giving at least three months' written notice. His appointment is subject to the provisions of the articles of association of the Company with regard to vacation of office of Directors, removal and retirement by rotation of Directors. As at the Latest Practicable Date, Mr. Tung Koon Kwok Dennis is entitled to a director's fee of HK$90,000 per annum for Mr. Tung Koon Kwok Dennis's directorship with the Company based on the terms of the service agreement, Mr. Tung Koon Kwok Dennis is also entitled to a monthly salary of approximately HK$68,000 and a discretionary bonus in such sum based on the absolute discretion of the board of directors of Win Source Trading Limited in each financial year for his employment as a sales manager of Win Source Trading Limited, a wholly owned subsidiary of the Company. The emolument of Mr. Tung Koon Kwok Dennis is determined by the Board with reference to his duties, responsibilities and the results of the Group.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
As at the Latest Practicable Date, Mr. Tung Koon Kwok Dennis was interested in 16,778,000 Shares. Save as disclosed herein, Mr. Tung Koon Kwok Dennis did not have any other interests in the Shares, underlying Shares and debenture of the Company which were required to be disclosed under Part XV of the SFO.
There is no other information which is discloseable nor is/was he involved in any matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.
There are no other matters concerning Mr. Tung Koon Kwok Dennis that need to be brought to the attention of the Shareholders.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Wong Wing Keung Meyrick（王泳強）("Mr. Wong"), aged 61, was appointed as an independent non-executive Director on 10 January 2013.
In August 1987, Mr. Wong obtained his Bachelor of Laws from The University of London as an external student. He was called to the degree of utter barrister of the Honourable Society of Gray's Inn in April 1989. In 1990, he started his practice as a barrister-at-law in Hong Kong. Mr. Wong also obtained Master of Laws in international economic law from The Chinese University of Hong Kong in December 2009 and Postgraduate Diploma in Corporate Governance and Directorship jointly issued by the School of Business, Hong Kong Baptist University and The Hong Kong Institute of Directors in June 2011. He obtained a degree in Master of Science in Corporate Governance and Directorship (Distinction) issued by the School of Business, Hong Kong Baptist University in 2011. He is also a Chartered Engineer, a member of the Institute of Energy, the Institution of Mechanical Engineers and the Institution of Engineering and Technology.
From November 2005 to June 2011, he served as an independent non-executive director of the Time Watch Singapore, an associate of the controlling shareholders (within the meaning of Listing Rules) of the Company, whose shares were listed on the SGX until its delisting in June 2011. He has been appointed as an independent non-executive director of Dominate Group Holdings Company Limited on 26 September 2018, a company whose shares are listed on the GEM of The Stock Exchange (stock code: 8537).
In the three years preceding the Latest Practicable Date, save as disclosed above, Mr. Wong did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
As at the Latest Practicable Date, Mr. Wong was not related to any other Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.
Pursuant to the appointment letter entered into between the Company and Mr. Wong, the appointment of Mr. Wong as an independent non-executive Director is for an initial term of two years commencing from 11 January 2013 which shall be automatically renewed and extended for successive terms of one year and may be terminated after the initial term by either party by giving at least three months' written notice. His appointment is subject to the provisions of the Articles of Association with regard to vacation of office of Directors, removal and retirement by rotation of Directors. Mr. Wong is entitled to a director's fee of HK$240,000 per annum for his directorship with the Company based on the appointment letter. The emolument of Mr. Wong is determined by the Board with reference to his duties, responsibilities and the results of the Group.
As at the Latest Practicable Date, Mr. Wong did not have any interests in the Shares, underlying Shares or debentures of the Company which were required to be disclosed under Part XV of the SFO.
There is no other information which is discloseable nor is/was he involved in any matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.
There are no other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders.
Mr. Choi Ho Yan（蔡浩仁）("Mr. Choi"), aged 43, was appointed as an independent non- executive Director on 10 May 2013. Mr. Choi obtained a degree of Bachelor of Arts in Accounting from the University of Hertfordshire in July 1998. He has over 21 years of experience in auditing, accounting, corporate finance, advisory and restructuring and investors relations. Mr. Choi worked in Ernst and Young as an accountant, and subsequently a senior accountant, from September 1998 to August 2004. Mr. Choi was an executive director of Gold Tat Group International Limited (currently known as Zhuoxin International Holdings Limited), a company whose shares are listed on the GEM of the Stock Exchange (stock code: 8266), until his resignation as director on 1 September 2015.
In the three years preceding the Latest Practicable Date, save as disclosed above, Mr. Choi did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas.
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APPENDIX II | DETAILS OF THE DIRECTORS PROPOSED TO BE |
RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
As at the Latest Practicable Date, Mr. Choi was not related to any other Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.
Pursuant to the appointment letter entered into between the Company and Mr. Choi, the appointment of Mr. Choi as an independent non-executive Director is for an initial term of one year which shall be automatically renewed and extended for successive terms of one year and may be terminated after the initial term by either party by giving at least three months' written notice. His appointment is subject to the provisions of the Articles of Association with regard to vacation of office of Directors, removal and retirement by rotation of Directors. Mr. Choi is entitled to
- director's fee of HK$240,000 per annum for his directorship with the Company based on the appointment letter. The emolument of Mr. Choi is determined by the Board with reference to his duties, responsibilities and the results of the Group.
As at the Latest Practicable Date, Mr. Choi did not have any interests in the Shares, underlying Shares or debentures of the Company which were required to be disclosed under Part XV of the SFO.
There is no other information which is discloseable nor is/was he involved in any matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.
There are no other matters concerning Mr. Choi that need to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
Time Watch Investments Limited
時計寶投資有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2033)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Time Watch Investments Limited (the "Company") will be held at Jade Room, 6/F, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong at 10:00 a.m. on Thursday, 21 November 2019 to consider and, if thought fit, transact the following ordinary businesses:
- to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and auditors (the "Auditors") of the Company for the year ended 30 June 2019;
- to declare a final dividend for the year ended 30 June 2019;
- (a) to re-elect Mr. Tung Koon Kwok Dennis as an executive Director;
- to re-elect Mr. Wong Wing Keung Meyrick as an independent non-executive Director; and
- to re-elect Mr. Choi Ho Yan as an independent non-executive Director.
- to authorise the board (the "Board") of Directors to fix the remuneration of the Directors;
- to re-appoint Deloitte Touche Tohmatsu as the Auditors for the year ended 30 June 2020 and to authorise the Board to fix the remuneration of the Auditors;
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NOTICE OF ANNUAL GENERAL MEETING
and to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications):
6. "THAT:
- subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares (the "Shares") of HK$0.10 each in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or 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 warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
- the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
- a Rights Issue (as defined in paragraph (d) below);
- the exercise of options granted under the share option scheme of the Company adopted on 11 January 2013 or similar arrangement adopted by the Company from time to time;
- any scrip dividend or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (the "Articles of Association") of the Company and other relevant regulations in force from time to time; or
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NOTICE OF ANNUAL GENERAL MEETING
- any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;
shall not exceed 20% of the total number of issued Shares as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
- for the purpose of this resolution,
"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest 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 Articles of Association or any applicable law of the Cayman Islands to be held; or
- the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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 applicable to the Company)."
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NOTICE OF ANNUAL GENERAL MEETING
7. "THAT:
- subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase the shares (the "Shares") of HK$0.10 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;
- the total number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
- for the purpose of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest 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 articles of association of the Company or any other applicable law of the Cayman Islands to be held; or
- the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
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NOTICE OF ANNUAL GENERAL MEETING
8. "THAT conditional upon resolutions numbered 6 and 7 above being passed, the unconditional general mandate granted to the Directors of the Company to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 6 above be and it is hereby extended by the addition thereto of the number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 7 above, provided that such number of shares of the Company shall not exceed 10% of the total number of issued shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of shares of the Company repurchased by the Company pursuant to or in accordance with the authority granted pursuant to resolution numbered 7 above."
By order of the Board
Time Watch Investments Limited
Tung Koon Ming
Chairman and Executive Director
Hong Kong, 17 October 2019
Head office and principal place of business in Hong Kong: 27th Floor, CEO Tower
77 Wing Hong Street
Cheung Sha Wan
Kowloon
Hong Kong
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
- A member of the Company entitled to attend and vote at the meeting (the "Meeting") above is entitled to appoint in written form one or, if he is the holder of two or more shares (the "Shares") of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
- In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, whether in person or by proxy, then one of the said persons so present whose name stands first on the register in respect of such Shares shall alone be entitled to vote in respect thereof.
- In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong share registrar and transfer office (the "Hong Kong Share Registrar") of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (i.e. at or before 10:00 a.m. on Tuesday, 19 November 2019 (Hong Kong time)) or any adjournment thereof.
- For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from 18 November 2019 to 21 November 2019 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than 4:30 p.m. on 15 November 2019.
- For the purpose of determining members who are qualified for the entitlement to the proposed final dividend, conditional on passing resolution 2 above, the register of members of the Company will be closed on 28 November 2019, on which no transfer of the Shares will be effected. In order to qualify for the proposed final dividend, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than 4:30 p.m. on 27 November 2019.
- Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
- In relation to resolution numbered 6 above, approval is being sought from the shareholders of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be allotted and issued upon the exercise of any options which may be granted under the share option scheme of the Company or any scrip dividend scheme which may be approved by the Shareholders.
- In relation to resolution numbered 7 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase Shares in circumstances, which they deem appropriate for the benefit of the Shareholders.
As at the date of this notice, the executive Directors are Mr. Tung Koon Ming, Mr. Tung Koon Kwok Dennis, Mr. Tung Wai Kit and Mr. Deng Guanglei; and the independent non-executive Directors are Mr. Ma Ching Nam, Mr. Wong Wing Keung Meyrick and Mr. Choi Ho Yan.
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Disclaimer
Time Watch Investments Ltd. published this content on 17 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 October 2019 08:48:08 UTC
