proposals for re-election of retiring directors, appointment of auditor

Document technical information

Format pdf
Size 253,6 kB
First found апр 6, 2016

Document content analysis

Language
English
Type
not defined
Concepts

Corporation wikipedia, lookup

Board of directors wikipedia, lookup

Stock market wikipedia, lookup

Stock wikipedia, lookup

Executive director wikipedia, lookup

2016 wikipedia, lookup

Non-executive director wikipedia, lookup

Leap year starting on Friday wikipedia, lookup

Organizations

Places

Transcript

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 you should take,
you should consult your stockbroker or other registered dealer in securities, bank
manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Man Yue Technology Holdings Limited,
you should at once hand this circular and the accompanying proxy form to the purchaser
or the transferee or the bank, stockbroker or other registered dealer or other agent whom
the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this 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.
(Incorporated in Bermuda with limited liability)
(Stock Code: 00894)
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS,
APPOINTMENT OF AUDITOR,
GENERAL MANDATES TO ISSUE NEW SHARES AND
TO REPURCHASE ITS OWN SHARES,
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of Man Yue Technology Holdings
Limited to be held at Admiralty Conference Centre, 1804, 18/F., Tower 1, Admiralty
Centre, 18 Harcourt Road, Admiralty, Hong Kong on Thursday, 12 May 2016 at 2:30 p.m. is
set out on pages 16 to 19 of this circular. The proxy form for use at the Annual General
Meeting or any adjourned meeting is also enclosed. Whether you are able to attend the
meeting in person or not, you are requested to complete the accompanying proxy form in
accordance with the instructions printed thereon and return the same to the branch share
registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell
Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less
than 48 hours before the time appointed for the holding of the Annual General Meeting or
any adjourned meeting (as the case may be). Completion and delivery of the
accompanying proxy form will not preclude you from attending and voting at the Annual
General Meeting or any adjourned meeting should you so wish. This circular and the
accompanying proxy form are published on the websites of The Stock Exchange of Hong
Kong Limited (www.hkex.com.hk) and the Company (www.manyue.com).
31 March 2016
CONTENTS
Page
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Letter from the Board
1.
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
2.
General Issue Mandate
.....................................
4
3.
Buyback Mandate
.........................................
5
4.
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
5.
Appointment of Auditor
....................................
6
6.
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
7.
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
8.
General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
APPENDIX A
Explanatory Statement
................................
9
APPENDIX B
Details of Directors proposed to be re-elected at
the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
–i–
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the
purpose of giving information with regard to the Company. The Directors collectively and
individually accept full responsibility for the accuracy of the information contained in this
circular and confirm, having made all reasonable enquires, that to the best of their
knowledge and belief, there are no other facts the omission of which would make any
statement herein misleading.
–1–
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context
otherwise requires:
“Annual General Meeting”
the annual general meeting of the Company to be held
at Admiralty Conference Centre, 1804, 18/F., Tower 1,
Admiralty Centre, 18 Harcourt Road, Admiralty,
Hong Kong on Thursday, 12 May 2016 at 2:30 p.m., to
consider and, if appropriate, to approve the
resolutions contained in the notice of the meeting
which is set out on pages 16 to 19 of this circular or
any adjournment thereof;
“Associates”
has the same meaning as defined in the Listing Rules;
“Audit Committee”
audit committee of the Company;
“Board”
the board of Directors of the Company;
“Buyback Mandate”
general mandate to repurchase Shares of the
Company up to an aggregate number of Shares not
exceeding 10% of the number of issued and fully
paid-up Shares at the date of the passing of the
relevant resolution;
“Bye-laws”
the Bye-laws of the Company;
“Company”
Man Yue Technology Holdings Limited, an exempted
company incorporated in Bermuda with limited
liability, the shares of which are listed on the Main
Board of the Stock Exchange;
“Connected Persons”
has the same meaning as defined in the Listing Rules;
“Director(s)”
director(s) of the Company;
“General Issue Mandate”
general mandate to the Directors to allot, issue and
deal with new Shares up to an aggregate of 15% of the
issued Share capital of the Company as at the date of
the passing of the relevant resolution;
“Group”
the Company and its subsidiaries;
“HK$”
Hong Kong dollar;
“Hong Kong”
Hong Kong Special Administrative Region of the
People’s Republic of China;
–2–
DEFINITIONS
“Latest Practicable Date”
24 March 2016, being the latest practicable date prior
to the printing of this circular for ascertaining certain
information in this circular;
“Listing Rules”
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited;
“Nomination Committee”
nomination committee of the Company;
“Notice(s)”
written notice unless otherwise specifically stated
and as further defined in the Bye-laws;
“PwC”
PricewaterhouseCoopers;
“Remuneration Committee”
remuneration committee of the Company;
“SFO”
Securities and Futures Ordinance (Chapter 571 of the
laws of Hong Kong), as amended from time to time;
“Share(s)”
share(s) of HK$0.10 each in the capital of the
Company or if there has been a subsequent
sub-division, consolidation, reclassification or
reconstruction of the share capital of the Company,
shares forming part of the ordinary equity share
capital of the Company;
“Shareholder(s)”
holder(s) of Share(s);
“Stock Exchange”
The Stock Exchange of Hong Kong Limited;
“Takeovers Code”
the Code on Takeovers and Mergers approved by the
Securities and Futures Commission, as amended from
time to time; and
“%”
per cent.
–3–
LETTER FROM THE BOARD
(Incorporated in Bermuda with limited liability)
(Stock Code: 00894)
Executive Directors:
Kee Chor Lin (Chairman)
Chan Yu Ching, Eugene (Managing Director)
Wong Ching Ming, Stanley
Yeung Yuk Lun (shall resign on 12 April 2016)
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Independent Non-executive Directors:
Li Sau Hung, Eddy
Lo Kwok Kwei, David
Mar, Selwyn
Head Office and
Principal Place of Business:
16th Floor
Yiko Industrial Building
10 Ka Yip Street
Chai Wan
Hong Kong
31 March 2016
Dear Shareholder(s),
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS,
APPOINTMENT OF AUDITOR,
GENERAL MANDATES TO ISSUE NEW SHARES AND
TO REPURCHASE ITS OWN SHARES,
AND
NOTICE OF ANNUAL GENERAL MEETING
1.
INTRODUCTION
The purpose of this circular is to provide you with information regarding the
resolutions to be proposed at the Annual General Meeting of the Company to
approve (i) the granting and extension of the General Issue Mandate; (ii) the
granting of Buyback Mandate; (iii) the re-election of retiring Directors; and (iv) the
appointment of auditor of the Company.
2.
GENERAL ISSUE MANDATE
Approval will be sought from the Shareholders at the Annual General Meeting to
grant General Issue Mandate to the Directors to allot, issue and deal with new
Shares up to an aggregate of 15% of its issued share capital as at the date of the
passing of the relevant resolution. The obtaining of such a mandate is in accordance
with the Listing Rules. The Directors wish to state that they have no immediate plan
–4–
LETTER FROM THE BOARD
to allot, issue or deal with any new Shares pursuant to the General Issue Mandate
under this ordinary resolution.
By a separate resolution, it will be proposed that any Share repurchased by the
Company following the granting of the Buyback Mandate will be added to the total
number of Shares which may be issued under the General Issue Mandate.
The General Issue Mandate will continue in force until the earliest of (i) the
conclusion of the next annual general meeting of the Company; (ii) the expiration of
the period within which the next annual general meeting is required to be held by
applicable law or the Bye-laws; or (iii) the revocation or variation of the General
Issue Mandate by ordinary resolution of the Shareholders in general meeting prior
to the next annual general meeting.
3.
BUYBACK MANDATE
Given the general mandate to repurchase Shares granted by Shareholders at the last
annual general meeting will lapse at the conclusion of the Annual General Meeting,
an ordinary resolution will be proposed to grant to the Directors a general mandate
to exercise all the powers of the Company to repurchase Shares up to an aggregate
number of Shares not exceeding 10% of the total number of issued and fully paid-up
Shares at the date of the passing of the relevant resolution. The Buyback Mandate
will continue in force until the earliest of (i) the conclusion of the next annual
general meeting of the Company; (ii) the expiration of the period within which the
next annual general meeting is required to be held by applicable law or the
Bye-laws; or (iii) the revocation or variation of the Buyback Mandate by ordinary
resolution of the Shareholders in general meeting prior to the next annual general
meeting.
An explanatory statement, as required by the relevant rules set out in the Listing
Rules to regulate the repurchase by companies with primary listings on the Stock
Exchange of their own securities on the Stock Exchange, is set out in Appendix A to
this circular, which contains the information reasonably necessary to enable
Shareholders to make an informed decision on whether to vote for or against the
proposed resolution.
4.
RE-ELECTION OF RETIRING DIRECTORS
As at the date of this circular, the Executive Directors of the Company are Ms. Kee
Chor Lin, Mr. Chan Yu Ching, Eugene, Mr. Wong Ching Ming, Stanley, and Mr.
Yeung Yuk Lun, and the Independent Non-executive Directors of the Company are
Dr. Li Sau Hung, Eddy, Mr. Lo Kwok Kwei, David and Mr. Mar, Selwyn.
In accordance with bye-law 87 of the Bye-laws, at each annual general meeting
one-third of the Directors for the time being (or, if their number is not a multiple of
three, then the number nearest to but not less than one-third) shall retire from office
by rotation, provided that every Director shall be subject to retirement at least once
every three years.
–5–
LETTER FROM THE BOARD
A retiring Director shall be eligible for re-election and shall continue to act as a
Director throughout the meeting at which he retires. The Directors to retire by
rotation shall include (so far as necessary to ascertain the number of directors to
retire by rotation) any Director who wishes to retire and not to offer himself for
re-election. Any further Directors so to retire shall be those of the other Directors
subject to retirement by rotation who have been longest in office since their last
re-election or appointment and so that as between persons who became or were last
re-elected Directors on the same day those to retire shall (unless they otherwise
agree among themselves) be determined by lot.
Each of Ms. Kee Chor Lin, Mr. Wong Ching Ming, Stanley and Mr. Lo Kwok Kwei,
David shall retire at the Annual General Meeting under bye-law 87 of the Bye-laws.
All of them, being eligible, have offered themselves for re-election.
Also, bye-law 88 of the Bye-laws provides that no person other than a Director
retiring at the meeting shall, unless recommended by the Directors for election, be
eligible for election as a Director at any general meeting unless a Notice signed by a
Shareholder (other than the person to be proposed) duly qualified to attend and
vote at the meeting for which such notice is given of his intention to propose such
person for election and also a Notice signed by the person to be proposed of his
willingness to be elected shall have been lodged at the head office or principal place
of business or branch share registrar of the Company provided that the minimum
length of the period, during which such Notice(s) are given, shall be at least seven
days and that the period for lodgment of such Notice(s) shall commence no earlier
than the day after the dispatch of the notice of the general meeting appointed for
such election and shall end no later than seven days prior to the date of such general
meeting.
Accordingly, if a Shareholder wishes to nominate a person to stand for election as a
Director at the Annual General Meeting, notice of his or her intention to propose
such person for election as a Director and the notice executed by the nominee of his
or her willingness to be elected must be validly served at the principal place of
business of the Company at 16th Floor, Yiko Industrial Building, 10 Ka Yip Street,
Chai Wan, Hong Kong on or before Thursday, 5 May 2016.
Brief biographical details of the Directors proposed to be re-elected are set out in
Appendix B to this circular. If a valid notice from a Shareholder to propose a person
to stand for election as a Director at the Annual General Meeting is received after the
printing of this circular, the Company will issue a supplementary circular to inform
Shareholders of the details of the additional candidate proposed.
5.
APPOINTMENT OF AUDITOR
Reference is made to the announcement published by the Company on 24 March
2016. As set out in the said announcement, PwC will retire as auditor of the
Company upon expiration of its current term of office at the close of the Annual
General Meeting. The Board is of the opinion that rotation of auditor is a good
corporate governance practice and such rotation enhances the independence of
auditor as PwC has been the auditor of the Company since 2009.
–6–
LETTER FROM THE BOARD
The Board has resolved, with recommendation from the Audit Committee, to
propose the appointment of KPMG as new auditor of the Company following the
retirement of PwC to hold office until the conclusion of the next annual general
meeting of the Company, subject to the approval of the shareholders of the company
at the Annual General Meeting.
The Company is incorporated under the laws of Bermuda and to the knowledge of
the Board, there is no requirement under the laws of Bermuda for the retiring
auditor to confirm whether or not there is any circumstance connected with its
retirement which it considers should be brought to the attention of the Shareholders
and creditors of the Company. Therefore, PwC has not issued such confirmation.
The Board and the Audit Committee confirmed that there is no disagreement
between PwC and the Company, and there are no matters in respect of the proposed
change of auditor that need to be brought to the attention of the Shareholders.
The Board is of the view that the rotation of auditor is a good corporate governance
practice and such rotation can enhance the independence of auditor which are in the
best interests of the Company and the Shareholders as a whole.
6.
ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting is set out on pages 16 to 19 of this
circular. At the Annual General Meeting, it will be proposed to pass resolutions in
respect of the granting and extension of the General Issue Mandate, the granting of
the Buyback Mandate, the re-election of retiring Directors and the appointment of
auditor of the Company.
A proxy form for the Annual General Meeting is enclosed with this circular and
published on the websites of the Stock Exchange (www.hkex.com.hk) and the
Company (www.manyue.com). If you are not able to attend the meeting in person,
you are requested to complete the accompanying proxy form in accordance with the
instructions printed thereon and return it to the branch share registrar of the
Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183
Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48
hours before the time appointed for holding the Annual General Meeting or any
adjourned meeting (as the case may be). Submission of the accompanying proxy
form shall not preclude you from attending and voting in person at the Annual
General Meeting or any adjourned meeting thereof should you so desire and in such
event the relevant proxy form shall be deemed to be revoked.
Pursuant to rule 13.39(4) of the Listing Rules, any vote of shareholders at a general
meeting must be taken by poll except where the Chairman of the meeting, in good
faith, decides to allow a resolution which relates purely to a procedural or
administrative matter to be voted on by a show of hands. The Company will
announce the results of the poll in the manner prescribed under rule 13.39(5) of the
Listing Rules.
–7–
LETTER FROM THE BOARD
7.
RECOMMENDATION
The Board considers that (i) the granting and extension of the General Issue
Mandate; (ii) the granting of the Buyback Mandate; (iii) the re-election of retiring
Directors; and (iv) the appointment of auditor of the Company are all in the best
interests of the Company, the Group and the Shareholders as a whole. Accordingly,
the Board recommends all Shareholders to vote in favour of all such resolutions to
be proposed at the Annual General Meeting.
8.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in Appendix A
(Explanatory Statement) and Appendix B (Details of Directors proposed to be
re-elected at the Annual General Meeting) to this circular.
Yours faithfully,
For and on behalf of the Board
Man Yue Technology Holdings Limited
Kee Chor Lin
Chairman
–8–
APPENDIX A
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement required to be sent to the Shareholders
under the Listing Rules to enable them to make an informed decision on whether to vote
for or against the resolution in relation to the granting of the Buyback Mandate to be
proposed at the Annual General Meeting.
(1)
LISTING RULES
The Listing Rules permit companies whose primary listings are on the Stock
Exchange to repurchase their fully paid-up shares on the Stock Exchange subject to
certain restrictions.
(2)
SHARE CAPITAL
As at the Latest Practicable Date, the total number of issued Shares was 475,547,534.
Subject to the passing of the resolution approving the Buyback Mandate and on the
basis that no further Shares are issued or repurchased following the Latest
Practicable Date and up to the date of the Annual General Meeting, exercise in full of
the Buyback Mandate could accordingly result in up to 47,554,753 Shares being
repurchased by the Company during the period from the passing of the resolution
granting the Buyback Mandate up to (i) the conclusion of the next annual general
meeting of the Company; (ii) the expiration of the period within which the next
annual general meeting is required to be held by applicable law or the Bye-laws; or
(iii) when such Buyback Mandate is revoked or varied by ordinary resolution of the
Shareholders in general meeting of the Company, whichever occurs first.
(3)
REASONS FOR REPURCHASE
The Directors believe that it is in the best interests of the Company and its
Shareholders to have a general authority from the Shareholders to enable the
Directors to repurchase the fully-paid Shares in the market. Such repurchases may,
depending on the market conditions and funding arrangements at the time, lead to
an enhancement of the net asset value and/or its earnings per Share and will only be
made when the Directors believe that such repurchases will benefit the Company
and its Shareholders as a whole.
(4)
FUNDING OF REPURCHASE
The Company may only apply funds legally available for such purpose in
accordance with the Bye-laws, the Listing Rules and the applicable laws of Bermuda
to repurchase its own Shares. In the event that any repurchase will or will be likely
to have a material adverse impact on the working capital of the Company, the
Company will not proceed with such repurchase.
There may be a material adverse impact on the working capital or gearing position
of the Company as compared with the position of the Company as disclosed in the
audited financial statements for the financial year ended 31 December 2015 as
contained in the annual report 2015 of the Company, in the event that the proposed
Buyback Mandate is exercised in full at any time during the proposed repurchase
–9–
APPENDIX A
EXPLANATORY STATEMENT
period. However, the Directors do not propose to exercise the Buyback Mandate to
such extent as would, in the circumstances and in the opinion of the Directors of the
Company, have a material adverse effect on the working capital requirements of the
Company or its gearing level.
(5)
GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable
enquiries, their close Associates, have any present intention to sell any Shares to the
Company or any of its subsidiaries under the Buyback Mandate if such is granted by
the Shareholders.
No core Connected Persons of the Company has notified the Company that he or she
has a present intention to sell any Shares to the Company, or have undertaken not to
do so, in the event that the Buyback Mandate is granted by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be
applicable, they will only exercise the power of the Company to make repurchases
pursuant to the proposed Buyback Mandate in accordance with the Listing Rules
and the applicable laws of Bermuda.
If on exercise of the power to repurchase Shares pursuant to the Buyback Mandate,
a Shareholder ’s proportionate interest in the voting rights of the Company
increases, such increase will be treated as an acquisition of voting rights for the
purposes of rule 32 of the Takeovers Code. As a result, a Shareholder or a group of
Shareholders acting in concert (within the meaning under 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.
As at the Latest Practicable Date, Man Yue Holdings Inc. is a company incorporated
in the Bahamas and is wholly and beneficially owned by Ms. Kee Chor Lin, the
Chairman of the Company. If the Company exercises in full the Buyback Mandate,
the shareholdings of Man Yue Holdings Inc. and the parties acting in concert with it,
namely Ms. Kee Chor Lin, Mr. Chan Yu Ching, Eugene and Ms. Chan Lok Yan,
Lorraine in the issued share capital of the Company will increase from
approximately 57.66% to approximately 64.07% and such increase will not give rise
to an obligation to make a mandatory offer under rule 26 of the Takeovers Code.
If as a result of the exercise of the power to repurchase Shares pursuant to the
Buyback Mandate, the number of listed Shares which are in the hands of the public
falls below the prescribed minimum of 25% as required by the Stock Exchange, the
Company will not exercise the power to repurchase Shares.
– 10 –
APPENDIX A
(6)
EXPLANATORY STATEMENT
REPURCHASE OF SHARES MADE BY THE COMPANY
The Company repurchased a total of 3,692,000 Shares on the Stock Exchange at an
aggregate consideration of HK$3,069,300 from July 2015 to the Latest Practicable
Date. All the repurchased Shares were cancelled subsequently pursuant to rule 10.06
of the Listing Rules. Particulars of the repurchases are as follows:
Date
Number of
Shares
repurchased
9 July 2015
14 August 2015
21 August 2015
25 August 2015
16 December 2015
18 December 2015
23 December 2015
4 January 2016
7 January 2016
1,190,000
610,000
156,000
500,000
88,000
356,000
100,000
282,000
410,000
Total:
3,692,000
Purchase price
Highest
Lowest
(HK$)
(HK$)
0.99
0.95
0.84
0.75
0.67
0.64
0.60
0.70
0.68
0.98
0.93
0.81
0.73
0.67
0.64
0.60
0.68
0.68
Aggregate
consideration
paid
(HK$)
1,177,100
568,660
129,160
374,020
58,960
227,840
60,000
194,760
278,800
3,069,300
Save as disclosed above, neither the Company nor its subsidiaries has purchased,
sold or redeemed any of the Company’s listed securities in the six months preceding
the Latest Practicable Date.
– 11 –
APPENDIX A
(7)
EXPLANATORY STATEMENT
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock
Exchange during each of the twelve months preceding to the Latest Practicable Date
were as follows:
Month
Price per Share
Highest
Lowest
(HK$)
(HK$)
2015
April
May
June
July
August
September
October
November
December
1.63
2.15
1.94
1.45
1.00
0.83
0.95
0.88
0.86
1.09
1.31
1.26
0.84
0.68
0.69
0.77
0.78
0.60
0.77
0.71
0.82
0.52
0.52
0.66
2016
January
February
March (up to the Latest Practicable Date)
– 12 –
APPENDIX B
DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
Stated below are the details of the Directors who will retire from office, be eligible for
re-election at the Annual General Meeting according to the Bye-laws:–
(1)
MS. KEE CHOR LIN (“MRS. CHAN”), AGED 67, THE CHAIRMAN AND AN
EXECUTIVE DIRECTOR
Mrs. Chan is the co-founder of the Group. She was appointed as the Chairman and
an Executive Director of the Company in October 2008. She is the leader of the
Group for corporate development, overall planning, strategies and policies making.
Mrs. Chan is at present a director of several major operating subsidiaries of the
Group and also a member of the Remuneration Committee and the Nomination
Committee of the Company. Mrs. Chan is one of the well-known industrialists in
Hong Kong and possesses over 30 years of experience in the business of electronic
components. She is the mother of Mr. Chan Yu Ching, Eugene, the Managing
Director and Executive Director of the Company and Ms. Chan Lok Yan, Lorraine, a
member of the senior management of the Group. Save as disclosed above, Mrs. Chan
did not hold (i) any other directorships in listed companies in the last three years;
and (ii) any other major appointments and professional qualifications.
There is no service contract with specified terms between Mrs. Chan and the
Company. Mrs. Chan intends to serve for the Company on a long term basis, subject
to periodic retirement by rotation in accordance with the Company’s Bye-laws.
As at the Latest Practicable Date, Mrs. Chan was interested in 260,696,001 Shares,
representing approximately 54.82% of the entire issued share capital of the
Company, from which 209,689,667 Shares are held by Man Yue Holdings Inc., a
company wholly and beneficially owned by Mrs. Chan.
For the year ended 31 December 2015, Mrs. Chan received a total remuneration of
HK$4,725,000. Mrs. Chan’s emoluments are to be determined by the Remuneration
Committee of the Company with reference to the prevailing market conditions and
the results of the Company.
Save as disclosed above, there are no other matters relating to Mrs. Chan’s
re-election that are required to be brought to the attention of the Shareholders. No
other information that is required to be disclosed pursuant to the requirements of
rule 13.51(2) of the Listing Rules.
(2)
MR. WONG CHING MING, STANLEY (“MR. WONG”), AGED 58, AN
EXECUTIVE DIRECTOR
Mr. Wong is an Executive Director of the Company. He is also the Business
Development Director of the Group. He joined the Group in 2003 and is responsible
for managing the global sales, marketing strategies and operations and overall
management of factory operations of the Group. Mr. Wong is a director of certain
subsidiaries and an associate of the Company. Mr. Wong holds a Master of Science
degree and a Bachelor of Science (Aeronautical Engineering) degree from the
– 13 –
APPENDIX B
DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
University of London’s Imperial College of Science. He has over 25 years of
experience in sales and marketing field and had held a senior management position
in an internationally well-known information technology company. Save as
disclosed above, Mr. Wong did not hold (i) any other directorships in listed
companies in the last three years; and (ii) any other major appointments and
professional qualifications.
There is no service contract with specified terms between Mr. Wong and the
Company. Mr. Wong intends to serve for the Company on a long term basis, subject
to periodic retirement by rotation in accordance with the Company’s Bye-laws.
Mr. Wong is not related to any director or senior management or substantial or
controlling Shareholders.
As at the Latest Practicable Date, Mr. Wong was interested in 500,000 share options,
representing approximately 0.11% of the issued share capital of the Company.
For the year ended 31 December 2015, Mr. Wong received a total emolument of
HK$1,080,000. The director ’s fee of Mr. Wong was recommended by the
Remuneration Committee of the Company and determined by the Board with
reference to the prevailing market conditions and the results of the Company.
Save as disclosed above, there are no other matters relating to Mr. Wong’s
re-election that are required to be brought to the attention of the Shareholders. No
other information that is required to be disclosed pursuant to the requirements of
rule 13.51(2) of the Listing Rules.
(3)
MR. LO KWOK KWEI, DAVID (“MR. LO”), AGED 56, AN INDEPENDENT
NON-EXECUTIVE DIRECTOR
Mr. Lo is an Independent Non-executive Director of the Company. He is also the
Chairman of the Remuneration Committee and a member of the Audit Committee
and the Nomination Committee of the Company. Mr. Lo holds the degrees of
Bachelor of Laws and Bachelor of Jurisprudence from the University of New South
Wales, Australia. He was admitted as a solicitor of the Supreme Court of New South
Wales, Australia in 1984. Mr. Lo has been a member of The Law Society of Hong
Kong since 1987. He has been practising as a solicitor in Hong Kong for over 27
years and is a partner in a law firm in Hong Kong. Mr. Lo is currently an
independent non-executive director of eSun Holdings Limited and ENM Holdings
Limited (all of which were listed on the Stock Exchange). Save as disclosed above,
Mr. Lo did not hold (i) any other directorships in listed companies in the last three
years; and (ii) any other major appointments and professional qualifications.
There is no service contract with specified terms between Mr. Lo and the Company.
Mr. Lo intends to serve for the Company on a long term basis, subject to periodic
retirement by rotation in accordance with the Company’s Bye-laws.
– 14 –
APPENDIX B
DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Lo is not related to any director or senior management or substantial or
controlling Shareholders.
As at the Latest Practicable Date, Mr. Lo was not interested in any Shares of the
Company within the meaning of Part XV of the SFO.
For the year ended 31 December 2015, Mr. Lo received a director ’s fee of
HK$360,000. The director ’s fee of Mr. Lo was recommended by the Remuneration
Committee of the Company and determined by the Board with reference to the
prevailing market conditions and the results of the Company.
Mr. Lo has been appointed as an Independent Non-executive Director of the
Company since 1999. As Mr. Lo did not actively involve in the daily operation of the
Group nor does he has any direct interest in the Company, the Board considers that
Mr. Lo is independent notwithstanding that he has served as an Independent
Non-executive Director of the Company for more than nine years. Given his
experience and expertise in legal advice, the Board is of the view that Mr. Lo should
be re-elected as an Independent Non-executive Director. Accordingly, Mr. Lo shall
be subject to retirement by rotation and re-election by way of a separate resolution
to be approved by the Shareholders at the Annual General Meeting.
Save as disclosed above, there are no other matters relating to Mr. Lo’s re-election
that are required to be brought to the attention of the Shareholders. No other
information that is required to be disclosed pursuant to the requirements of rule
13.51(2) of the Listing Rules.
– 15 –
NOTICE OF ANNUAL GENERAL MEETING
(Incorporated in Bermuda with limited liability)
(Stock Code: 00894)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Man Yue Technology
Holdings Limited (the “Company”) will be held at Admiralty Conference Centre, 1804,
18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Thursday,
12 May 2016 at 2:30 p.m. for the following purposes:
1.
To receive and approve the audited consolidated financial statements of the
Company and the Reports of the Directors and Auditor for the year ended 31
December 2015;
2.
To re-elect Ms. Kee Chor Lin as an Executive Director;
3.
To re-elect Mr. Wong Ching Ming, Stanley as an Executive Director;
4.
To re-elect Mr. Lo Kwok Kwei, David as an Independent Non-executive
Director;
5.
To authorise the board of directors of the Company to fix the remuneration of
the Directors of the Company;
6.
To appoint KPMG as auditor of the Company and to authorise the Directors to
fix its remuneration; and
7.
As special business to consider, and if thought fit, with or without
amendments, pass the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
(A)
“THAT:
(i)
subject to paragraph (A)(iii) below and pursuant to the Rules
Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited (the “Listing Rules”), the exercise by the
Directors of the Company 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 which might require the
exercise of such powers be and is hereby generally and
unconditionally approved;
– 16 –
NOTICE OF ANNUAL GENERAL MEETING
(ii)
the approval in paragraph (A)(i) above shall be in addition to any
other authorisation given to the Directors of the Company and
shall authorise the Directors of the Company during the Relevant
Period to make or grant offers, agreements and options which
might require the exercise of such power after the end of the
Relevant Period;
(iii)
the aggregate nominal amount of share capital allotted or agreed
conditionally or unconditionally to be allotted (whether pursuant
to an option or otherwise) by the Directors of the Company
pursuant to the approval in paragraph (A)(i) above, otherwise
than pursuant to (a) a Rights Issue (as defined below), (b) the
exercise of options granted under the share option scheme(s) of
the Company or (c) any scrip dividend scheme or similar
arrangements, shall not exceed 15 per cent. of the aggregate
nominal amount of the share capital of the Company in issue at
the date of passing this resolution and the authority pursuant to
paragraph A(i) above shall be limited accordingly; and
(iv)
for the purposes of this resolution:
“Relevant Period” means the period from the time of passing of
this resolution until whichever is the earliest of:
(a)
the conclusion of the next annual general meeting of the
Company;
(b)
the expiration of the period within which the next annual
general meeting of the Company is required by Bermuda
law or the Company’s Bye-laws to be held; and
(c)
the day on which the authority set out in 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 in the capital of the
Company open for a period fixed by the Directors of the Company
to holders of shares in the Company 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
exclusion or other arrangements as the Directors of the Company
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.”
– 17 –
NOTICE OF ANNUAL GENERAL MEETING
(B)
“THAT:
(i)
subject to paragraph (B)(iii) below, the exercise by the Directors of
the Company during the Relevant Period (as defined below) of all
the powers of the Company to repurchase its own issued shares
on The Stock Exchange of Hong Kong Limited (the “Stock
Exchange”) or on any other stock exchange on which the shares of
the Company may be listed and recognised by the Securities and
Futures Commission of Hong Kong and the Stock Exchange for
this purpose on the terms and subject to the conditions set out in
the Listing Rules or any applicable laws and requirements of any
other stock exchange as amended from time to time be and is
hereby generally and unconditionally approved;
(ii)
the approval in paragraph (B)(i) above shall be in addition to any
other authorisation given to the Directors of the Company;
(iii)
the aggregate nominal amount of the shares repurchased or
agreed conditionally or unconditionally to be repurchased by the
Company pursuant to the approval in paragraph (B)(i) above shall
not exceed 10 per cent. of the aggregate nominal amount of the
share capital of the Company in issue at the date of passing this
resolution and the authority pursuant to paragraph (B)(i) above
shall be limited accordingly; and
(iv)
for the purpose of this resolution:
“Relevant Period” means the period from the time of passing of
this resolution until whichever is the earliest of:
(a)
the conclusion of the next annual general meeting of the
Company;
(b)
the expiration of the period within which the next annual
general meeting of the Company is required by Bermuda
law or the Company’s Bye-laws to be held; and
(c)
the date on which the authority set out in this Resolution is
revoked or varied by the shareholders of the Company by
way of ordinary resolution in general meeting.”
– 18 –
NOTICE OF ANNUAL GENERAL MEETING
(C)
“THAT:
conditional upon the passing of Resolutions numbered 7(A) and 7(B) set
out above, the aggregate nominal amount of the number of shares which
are repurchased by the Company under the authority granted to the
Directors of the Company in the said resolution numbered 7(B) shall be
added to the aggregate nominal amount of the issued share capital of
the Company that may be allotted or agreed conditionally or
unconditionally to be allotted by the Directors of the Company
pursuant to the said resolution numbered 7(A) provided that such
added amount shall not exceed 10 per cent. of the aggregate nominal
amount of the share capital of the Company in issue at the date of
passing this resolution.”
By order of the Board
Man Yue Technology Holdings Limited
Kee Chor Lin
Chairman
Hong Kong, 31 March 2016
Notes:
1.
An eligible member entitled to attend and vote at the Annual General Meeting is entitled to appoint one
or more proxies to attend and vote in his stead, subject to the detailed regulations set out in the Notes
accompanying the proxy form. A proxy need not be a member of the Company.
2.
In order to be valid, a completed proxy form, together with the power of attorney or other authority (if
any) under which it is signed or a certified copy of that power or authority (such certification must be
made by either a notary public or a solicitor qualified to practice in Hong Kong) must be lodged with the
Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183
Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual
General Meeting (or any adjournment thereof).
3.
The Register of Members of the Company will be closed from Wednesday, 11 May 2016 to Thursday, 12
May 2016, both days inclusive, during which period no transfer of shares will be effected. In order to
ascertain the right to attend the Annual General Meeting, all transfers accompanied by the relevant share
certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong,
Tricor Tengis Limited at the above address not later than 4:30 p.m. on Tuesday, 10 May 2016.
4.
A proxy form for use in connection with the Annual General Meeting is enclosed and such proxy form is
also published on the websites of the Stock Exchange (www.hkex.com.hk) and the Company
(www.manyue.com).
As at the date of this notice, the Executive Directors of the Company are Ms. Kee Chor Lin,
Mr. Chan Yu Ching, Eugene, Mr. Wong Ching Ming, Stanley and Mr. Yeung Yuk Lun and the
Independent Non-executive Directors of the Company are Dr. Li Sau Hung, Eddy, Mr. Lo Kwok
Kwei, David and Mr. Mar, Selwyn.
– 19 –

Similar documents

×

Report this document