THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
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 registered dealer in securities, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your shares in Wong’s Kong King International (Holdings) Limited, you
should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the
bank, stockbroker or other agent through whom the sale or transfer was effected for transmission.
WONG’S KONG KING INTERNATIONAL (HOLDINGS) LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 532)
GENERAL MANDATES TO REPURCHASE SHARES
AND TO ISSUE NEW SHARES,
PROPOSED DIRECTORS RE-ELECTION,
ADOPTION OF NEW SHARE OPTION SCHEME
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice of the Annual General Meeting to be held at Crystal Ballroom A, Level B3, Holiday Inn Golden Mile,
50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 22 June, 2016 at 2:30 p.m. is set out on
pages 29 to 33 of the circular. A form of proxy for use by the Shareholders at the Annual General Meeting is
enclosed with the 2015 annual report of the Company which has been despatched to the Shareholders together
with this circular. Whether or not you intend to be present and vote at the Annual General Meeting, you are
requested to complete the form of proxy enclosed with the 2015 annual report of the Company in accordance
with the instructions printed thereon and return it to the Company at 17/F, Octa Tower, No. 8 Lam Chak
Street, Kowloon Bay, Hong Kong as soon as possible and in any event not later than 48 hours before the time
appointed for holding the Annual General Meeting. The completion of a form of proxy will not preclude you
from attending and voting at the Annual General Meeting in person should you so wish.
28 April, 2016
CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
1.Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.
General Mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.
General Mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.
Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.
Adoption of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.
Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
9.
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Appendix I
– Explanatory Statement on the share repurchase mandate . . . . . . . . . . . 11
Appendix II – Details of Directors proposed to be re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Appendix III – Summary of the principal terms of the New Share Option Scheme . . . . 18
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
i
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the
following meanings:
“Affiliate”
means any company which is:
(a)
a Holding Company of the Company; or
(b)
a Subsidiary of a Holding Company of the Company; or
(c)
a Subsidiary of the Company; or
(d)
a Controlling Shareholder of the Company; or
(e)
a company controlled by a Controlling Shareholder of
the Company; or
(f)
a company controlled by the Company; or
(g) an associated company of a Holding Company of the
Company; or
(h)
an associated company of the Company
“Annual General Meeting”
the annual general meeting
Crystal Ballroom A, Level
50 Nathan Road, Tsim Sha
Wednesday, 22 June, 2016 at
“Associate(s)”
has the same meaning of “associate” as defined in the Listing
Rules
“Board”
the Board of Directors of the Company
“Business Day”
has the same meaning of “business day” as defined in the
Listing Rules
“Bye-laws”
the bye-laws of the Company
“Close Associate(s)”
has the same meaning of “close associate” as defined in the
Listing Rules
“Company”
Wong’s Kong King International (Holdings) Limited, a
company incorporated in Bermuda with limited liability, the
shares of which are listed on the main board of the Stock
Exchange
“Connected Person(s)”
has the same meaning of “connected person” as defined in the
Listing Rules
1
of the Company to be held at
B3, Holiday Inn Golden Mile,
Tsui, Kowloon, Hong Kong on
2:30 p.m.
DEFINITIONS
“Controlling Shareholder(s)”
has the same meaning of “controlling shareholder” as defined
in the Listing Rules
“Core Connected Person(s)”
has the same meaning of “core connected person” as defined in
the Listing Rules
“Date of Grant”
the date on which the Board resolves to grant an Option to an
Eligible Participant under the New Share Option Scheme
“Director(s)”
the director(s) of the Company
“Eligible Participant(s)”
any person(s) who satisfies the eligibility criteria for
participating in the New Share Option Scheme as set out in
such scheme
“Exercise Price”
the price per Share at which a Grantee may subscribe for
Shares on the exercise of an Option pursuant to the New Share
Option Scheme
“Existing Share Option Scheme”
the existing share option scheme adopted by the Company on
30 May, 2005
“Grantee(s)”
any Eligible Participant(s) who accepts the offer of Options in
accordance with the terms of the New Share Option Scheme or
(where the context so permits) his personal representative(s)
entitled to any such Options in consequence of the death of the
original Grantee
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong Dollars, the lawful currency of Hong Kong for the
time being
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s
Republic of China
“Holding Company”
has the same meaning of “holding company” as defined in the
Listing Rules
“Latest Practicable Date”
19 April, 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, as amended from time to time
“New Share Option Scheme”
the new share option scheme proposed to be adopted by the
Company at the Annual General Meeting, a summary of the
principal terms of which are set out in Appendix III of this
circular
2
DEFINITIONS
“Option(s)”
rights(s) to subscribe for new Shares granted pursuant to the
New Share Option Scheme
“Option Period”
in respect of any particular Option, the period within which
the Shares must be taken up as determined and notified by the
Board to the Grantee, save that such period shall not be more
than ten years from the Date of Grant
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong)
“Share(s)”
share(s) of HK$0.10 each in the capital of the Company
“Shareholder(s)”
holder(s) of the Share(s)
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Subsidiary”
(a)
in respect of the Company, a company which is for
the time being and from time to time a subsidiary of
the Company (within the meaning of the Companies
Ordinance (Chapter 622 of the Laws of Hong Kong) and/
or the Companies Act 1981 of Bermuda (as amended,
supplemented or otherwise modified from time to time));
or
(b)
in respect of any other company, a company which is
for the time being and from time to time a subsidiary
of that other company (within the meaning of the local
companies law, act and/or ordinance where the subject
company was incorporated),
whether incorporated in Hong Kong or elsewhere, and
“Subsidiaries” shall be construed accordingly
“Substantial Shareholder(s)”
has the same meaning of “substantial shareholder” as defined
in the Listing Rules
“Supplementary Guidance”
the supplementary guidance attached to the letter from the
Stock Exchange dated 5 September, 2005 and any guidance
and interpretation issued from time to time by the Stock
Exchange relating to share option schemes
“Takeovers Code”
The Code on Takeovers and Mergers issued by the Securities
and Futures Commission in Hong Kong
“%”
per cent
3
LETTER FROM THE BOARD
WONG’S KONG KING INTERNATIONAL (HOLDINGS) LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 532)
Executive Directors:
Wong, Senta
Tsui Ying Chun, Edward
Ho Shu Chan, Byron
Kwong Man Hang, Bengie
Hamed Hassan El-Abd
Non-Executive Directors:
Leung Kam Fong
Hsu Hung Chieh
Independent Non-Executive Directors:
Ho, John
Tse Wan Chung, Philip
Gene Howard Weiner
Yip Wai Chun
Registered office:
Clarendon House,
2 Church Street,
Hamilton HM11,
Bermuda
28 April, 2016
Principal Office:
17/F, Octa Tower,
No. 8 Lam Chak Street,
Kowloon Bay,
Hong Kong
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO REPURCHASE SHARES
AND TO ISSUE NEW SHARES,
PROPOSED DIRECTORS RE-ELECTION,
ADOPTION OF NEW SHARE OPTION SCHEME
AND
NOTICE OF ANNUAL GENERAL MEETING
1.INTRODUCTION
The purpose of this circular is to provide the Shareholders with information regarding
resolutions to be proposed at the Annual General Meeting relating to (i) the general mandates to
repurchase the Company’s own fully-paid up shares and to issue new Shares; (ii) the re-election of
Directors; and (iii) the adoption of the New Share Option Scheme. The Notice of Annual General
Meeting is set out on pages 29 to 33 of this circular.
4
LETTER FROM THE BOARD
2.
GENERAL MANDATE TO REPURCHASE SHARES
At the Annual General Meeting of the Company held on 12 June, 2015, a general mandate was
given to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate
will lapse at the conclusion of the forthcoming Annual General Meeting to be held on 22 June, 2016.
It is therefore proposed to seek your approval by way of an ordinary resolution to be proposed at the
Annual General Meeting to give a new general mandate to the Directors to exercise the powers of the
Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company
as at the date of passing the Repurchase Resolution.
An explanatory statement containing the particulars required by the Listing Rules to enable the
Shareholders to make an informed view on whether to vote for or against the proposed resolution in
relation to the general mandate to repurchase shares is set out in Appendix I to this circular.
3.
GENERAL MANDATE TO ISSUE SHARES
It is also proposed at the Annual General Meeting an ordinary resolution granting to the
Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued
share capital of the Company as at the date of passing the resolution no. 5. In addition, an ordinary
resolution will be proposed to extend such general mandate by an aggregate nominal amount of
Shares repurchased by the Company pursuant to the Repurchase Resolution.
Subject to the passing of the ordinary resolution granting the general mandate to issue new
Shares and on the basis that no further Shares are issued or repurchased prior to the Annual General
Meeting, the Company would be allowed under such general mandate to issue a maximum of
150,447,192 Shares representing 20% of the issued share capital of the Company as at the Latest
Practicable Date.
4.
RE-ELECTION OF THE RETIRING DIRECTORS
Pursuant to the Bye-laws 103 to 105 of the Company’s Bye-laws, three of the existing
Directors, namely Mr. Tsui Ying Chun, Edward, Mr. Leung Kam Fong and Mr. Gene Howard
Weiner, shall retire at the Annual General Meeting. All of the above retiring Directors, being
eligible, will offer themselves for re-election at the Annual General Meeting.
The Company has received from Mr. Gene Howard Weiner a confirmation of independence
pursuant to Rule 3.13 of the Listing Rules. Mr. Gene Howard Weiner has served as an Independent
Non-Executive Director of the Company for more than 9 years. He meets the independence factors
set out in Rule 3.13 of the Listing Rules and is not involved in the daily management of the Company
nor in any relationships or circumstances which would interfere with the exercise of his independent
judgment. In addition, he continues to demonstrate the attributes of an Independent Non-Executive
Director and there is no evidence that his tenure has had any impact on his independence. The Board
is of the view that Mr. Gene Howard Weiner is able to continue to fulfill his role as required and thus
recommends him for re-election at the Annual General Meeting.
5
LETTER FROM THE BOARD
Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required
under Rule 13.51(2) of the Listing Rules of any directors proposed to be re-elected or proposed new
director in the notice or accompanying circular to its shareholders of the relevant general meeting, if
such re-election or appointment is subject to shareholders’ approval at that relevant general meeting.
Details of the retiring Directors are set out in Appendix II of this circular.
5.
ADOPTION OF THE NEW SHARE OPTION SCHEME
(i)General
The Existing Share Option Scheme was adopted by the Company on 30 May 2005 and
would remain in force for a period of 10 years from the date of its adoption. The Existing
Share Option Scheme has expired on 29 May 2015.
The Company had no other subsisting share option scheme other than the Existing
Share Option Scheme as at the Latest Practicable Date. Since the adoption of the Existing
Share Option Scheme, the Company, as at the Latest Practicable Date, has granted options
to subscribe for a total of 66,450,000 Shares, of which (a) options to subscribe for 7,006,000
Shares were lapsed or cancelled; and (b) no option to subscribe for Shares remained
outstanding.
Upon expiry of the Existing Share Option Scheme, no further options shall be offered
thereunder but in all other respects the provisions of the Existing Share Option Scheme shall
remain in force and effect. The options granted prior to and remaining outstanding at expiry,
if any, shall continue to be valid and exercisable in accordance with the terms of the Existing
Share Option Scheme.
At the Annual General Meeting, an ordinary resolution will be proposed for the
Shareholders to approve the adoption of the New Share Option Scheme as the new share option
scheme of the Company.
A summary of the principal terms of the New Share Option Scheme is set out in
Appendix III to this circular. A copy of the New Share Option Scheme is available for
inspection during the normal business hours at the Company’s principal office at 17/F,
Octa Tower, No. 8 Lam Chak Street, Kowloon Bay, Hong Kong during the 14-day period
immediately preceding the Annual General Meeting and at the Annual General Meeting.
The New Share Option Scheme is conditional upon the passing of an ordinary resolution
by the Shareholders at the Annual General Meeting approving the adoption of the New Share
Option Scheme and authorising the Board to grant Options to subscribe for Shares thereunder
and to allot and issue Shares pursuant to the exercise of any Options granted under the New
Share Option Scheme.
The grant of Options under the New Share Option Scheme is conditional upon the
Listing Committee of the Stock Exchange granting the approval for the listing of, and
permission to deal in, the Shares which may fall to be issued upon the exercise of subscription
rights attaching to the Options to be granted under the New Share Option Scheme.
6
LETTER FROM THE BOARD
(ii)
Reasons for the adoption of the New Share Option Scheme
The Board considers that in order to enable the Group to motivate the Eligible
Participants to utilise their performance and efficiency for the benefit of the Group and to
attract and retain or otherwise maintain an ongoing relationship with the Eligible Participants
whose contributions are or will be beneficial to the long term growth and development of the
Group, it is important that the Group should be permitted to provide them, where appropriate,
with an incentive by offering them an opportunity to obtain a personal stake in the Company
and to reward them for contributions they have made or will make to the Group.
In view of the above, the Board considers that the adoption of the New Share Option
Scheme is in the best interests of the Company and the Shareholders as a whole. The Board
therefore proposes to recommend to the Shareholders at the Annual General Meeting to
approve the adoption of the New Share Option Scheme.
(iii)How the terms of the New Share Option Scheme will serve the purpose of the New
Share Option Scheme
The New Share Option Scheme sets out the basis of eligibility of the Eligible
Participants, who include a director (whether executive, non-executive, independent nonexecutive or alternate) or employee (whether full-time, part-time, seconded or otherwise) of
the Company or any Affiliate.
The Board will assess the eligibility of the Eligible Participants based on their individual
performance, time commitment, responsibilities and employment conditions according to the
prevailing market practice and industry standard, or where appropriate, contribution to the
profits of the Group during the financial year.
Unless otherwise determined by the Board at its sole discretion, no Option may be
exercised within one year of its relevant Date of Grant, and Options will vest (i) as to 25%
(rounded down to the nearest whole underlying Share) on the first anniversary of its relevant
Date of Grant, and (ii) as to the remainder on the second anniversary of its relevant Date of
Grant. Unless otherwise determined by the Board at its sole discretion, there is no performance
target which must be satisfied or achieved before the Options can be exercised. However, the
Board may, at its sole discretion, determine such terms and impose such other restrictions on
the grant of an Option. The New Share Option Scheme also sets out the basis of determining
the exercise price of an Option. Subject to the Listing Rules, the Board has the discretion in
determining the exercise price in respect of any Option.
The Directors therefore consider that the aforesaid criteria and rules will enable them to
properly operate and regulate the New Share Option Scheme and thus help serving its purpose
and to preserve the value of the Company.
7
LETTER FROM THE BOARD
(iv)
VALUATION OF THE OPTIONS
The Board considers that it is inappropriate to state the value of all Options that can be
granted pursuant to the New Share Option Scheme as if they had been granted on the Latest
Practicable Date given that the variables which are critical for the calculation of the value
of such Options, including the Exercise Price, the timing of the grant of such Options, the
period during which the Options may be exercised and any other conditions that the Board
may impose on the Options and whether or not such Options if granted will be exercised by
the Grantees, have not been determined. With a scheme life of 10 years it is unduly premature
to state whether or not Options will be granted. On these premises, the Board is of the view
that the value of the Options can only be ascertained subject to a number of theoretical bases
and speculative assumptions. Accordingly, the Board believes that any calculation of the
value of the Options will not be meaningful and may be misleading to the Shareholders in the
circumstances.
(v)
Maximum number of Shares available for subscription
Subject to the adoption of the New Share Option Scheme by the Shareholders, the total
number of Shares which may be issued upon the exercise of all the Options to be granted under
the New Share Option Scheme and any other share option schemes of the Company must not,
in aggregate, exceed 10% of the total issued Shares as at the date of adoption of the New Share
Option Scheme.
Based on 752,235,964 Shares in issue as at the Latest Practicable Date and assuming
that there is no change in the issued share capital of the Company before the Annual General
Meeting, the maximum number of Shares to be issued upon the exercise of Options that may
be granted under the New Share Option Scheme is 75,223,596 Shares (“Scheme Limit”).
The Company may seek approval of the Shareholders in general meetings to refresh the
Scheme Limit. Notwithstanding that the Scheme Limit may be refreshed, the Board shall not
grant Options which would result in the maximum aggregate number of Shares which may be
issued upon exercise of all the outstanding Options granted but yet to be exercised under the
New Share Option Scheme and any other share option schemes of the Company exceeding,
in aggregate, 30% of the issued Shares of the Company from time to time. As at the Latest
Practicable Date, such 30% limit represented 225,670,789 Shares.
(vi)
Application for listing
Application will be made to the Listing Committee of the Stock Exchange for the
approval of the listing of, and permission to deal in, the Shares which may fall to be issued
pursuant to the exercise of the Options granted under the New Share Option Scheme.
8
LETTER FROM THE BOARD
(vii) Compliance with the Listing Rules
The provisions of the New Share Option Scheme will comply with the requirements of
Chapter 17 of the Listing Rules.
None of the Directors is a trustee of the New Share Option Scheme or has any direct or
indirect interest in such trustee.
As at the Latest Practicable Date, no Shareholders are required to abstain from voting in
favour of the resolution to approve the adoption of the New Share Option Scheme.
6.
ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The Notice of Annual General Meeting is set out on pages 29 to 33 of this circular. Whether
or not you intend to be present at the Annual General Meeting, you are requested to complete the
form of proxy in accordance with the instructions printed thereon and return it to the Company at
17/F, Octa Tower, No. 8 Lam Chak Street, Kowloon Bay, Hong Kong as soon as possible and in any
event not later than 48 hours before the time appointed for holding the Annual General Meeting. The
completion of a form of proxy will not preclude you from attending and voting at the Annual General
Meeting in person should you so wish.
Pursuant to the Listing Rules 13.39(4), 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.
Accordingly, all resolutions will be put to vote by way of poll at the Annual General Meeting.
An announcement on the poll vote results will be made by the Company after the Annual General
Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
7.RECOMMENDATION
The Directors believe that the grant of general mandates to issue shares and repurchase
shares, the re-election of Directors and the adoption of the New Share Option Scheme are in the best
interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend
that the Shareholders should vote in favour of the relevant resolutions to be proposed at the Annual
General Meeting.
8.
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.
9
LETTER FROM THE BOARD
9.
GENERAL INFORMATION
Your attention is also drawn to the additional information set out in Appendix I (Explanatory
Statement on Share Repurchase Mandate), Appendix II (Details of Directors proposed to be reelected at Annual General Meeting) and Appendix III (Summary of the principal terms of the New
Share Option Scheme) to this circular respectively.
Yours faithfully,
On behalf of the Board
Wong’s Kong King International (Holdings) Limited
Senta Wong
Chairman
10
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
This Appendix contains the particulars that are required by the Listing Rules to be included in
an explanatory statement to enable the Shareholders to make an informed view on whether to vote for
or against the resolution to be proposed at the Annual General Meeting in relation to the proposed
repurchase mandate.
EXERCISE OF THE REPURCHASE MANDATE
Ordinary Resolution no. 6 set out in the Notice of Annual General Meeting will, if passed, give
an unconditional general mandate to the Directors authorising the repurchase by the Company of up
to 10% of the fully paid Shares in issue at the date of the Annual General Meeting, at any time until
whichever is the first to occur of, either (i) the conclusion of the next annual general meeting of the
Company, or (ii) the expiration of the period within which the next annual general meeting of the
Company is required by the Bye-laws of the Company or any applicable law to be held, or (iii) the
revocation or variation of Ordinary Resolution no. 6 by an ordinary resolution of the shareholders of
the Company in general meeting (the “Relevant Period”).
As at the Latest Practicable Date, 752,235,964 Shares were in issue. Based on the assumptions
that no further Shares will be issued nor repurchased after the Latest Practicable Date and up to the
date of the Annual General Meeting, exercise in full of the repurchase mandate would result in up to
75,223,596 Shares being repurchased by the Company during the Relevant Period.
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 shareholders to enable the Directors to repurchase Shares. 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 the earnings per Share and will only be made
when the Directors believe that such repurchases will benefit the Company and its shareholders.
FUNDING OF REPURCHASE
In repurchasing securities, the Company may only apply funds legally available for such
purpose in accordance with the laws of Bermuda and the Memorandum of Association and the
Bye-laws of the Company, which may include capital paid up on the purchased securities, profits
otherwise available for dividends and the proceeds of a new issue of shares made for the purpose.
Repurchase of Shares may be funded by borrowings or other working capital sources.
If the repurchase mandate is exercised in full, there may be a material adverse effect on the
working capital or gearing position of the Group which in the opinion of the Directors are from
time to time appropriate for the Group (as compared with the position disclosed in the audited
consolidated financial statements as at 31 December, 2015). The Directors therefore do not propose
to exercise the repurchase mandate to such an extent unless the Directors determine that such
repurchases are, taking into account all relevant factors, in the best interests of the Group.
11
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be
applicable, they will exercise the repurchase mandate in accordance with the Listing Rules and the
laws of Bermuda.
DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge, having made all reasonable
enquiries, any of their Associates currently intends to sell any Shares to the Company under the
repurchase mandate if such repurchase mandate is approved by the Shareholders.
No connected person (as defined in the Listing Rules) has notified the Company that he 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.
EFFECT OF TAKEOVERS CODE
If as a result of a share repurchase by the Company, a shareholder’s proportionate interest in
the voting rights of the Company increases, such increase will be treated as an acquisition for the
purpose of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”). Accordingly, a
shareholder, or group of shareholders acting in concert, could, depending upon the level of increase
in shareholding interest(s), 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, Greatfamily Inc. (“Greatfamily”) held 207,800,000 shares
through its wholly-owned subsidiary, Rewarding Limited, representing 27.62% of the issued share
capital of the Company. In the event that the Company exercises the repurchase mandate in full,
the beneficial interest of Greatfamily in the Company will be increased to approximately 30.69%.
Accordingly, the exercise of the repurchase mandate, depending on the timing and the extent of the
repurchases, may give rise to an obligation on the part of Greatfamily to make a mandatory offer
under Rule 26 of the Takeovers Code.
The Directors have no present intention to exercise the repurchase mandate to such an extent
as would result in takeover obligations. The Directors are not aware of any other consequences
which may arise under the Takeover Code as a result of any repurchases made under the repurchase
mandate.
12
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
SHARE PRICES
The highest and lowest prices at which Shares of the Company have been traded on the Stock
Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:
Share Price
HighestLowest
HK$HK$
2015
April
May
June
July
August
September
October
November
December
0.940.78
0.970.81
0.930.82
0.870.64
0.740.61
0.680.63
0.730.65
0.700.67
0.690.63
2016
January
February
March
April (Up to the Latest Practicable Date)
0.670.59
0.630.56
0.640.61
0.70
0.62
SECURITIES REPURCHASES MADE BY THE COMPANY
Neither the Company nor any of its subsidiaries has purchased any of the Company’s securities
(whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable
Date.
13
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT ANNUAL GENERAL MEETING
Stated below are the details of the directors who will retire and be eligible for re-election at
the Annual General Meeting in accordance with the Bye-laws of the Company:
(1)
Tsui Ying Chun, Edward (Executive Director)
Tsui Ying-Chun, Edward, aged 69, obtained a Bachelor of Arts degree from the
University of Hong Kong and joined Wong’s International (Holdings) Limited (the “WIH
Group”) in 1982 as general manager in charge of corporate administration. In 1985, Mr. Tsui
became the general manager and, in 1987, a director of Wong’s Kong King Holdings Limited.
Mr. Tsui had extensive experience in broadcasting, trading and manufacturing before joining
the WIH Group. He has been a director of the Company since March 1990 and a director in
a number of subsidiaries of the Group. Mr. Tsui has been appointed as the Chief Executive
Officer of the Company with effect from 1 March 2015. Save as disclosed above, Mr. Tsui did
not hold any directorship in other listed companies in the past three years preceding the Latest
Practicable Date.
There is no service agreement entered into between Mr. Tsui and the Company. Mr.
Tsui has no relationships with any Director, senior management or substantial or controlling
shareholders (as defined in the Listing Rules). In accordance with the meaning of Part XV of
the SFO, as at the Latest Practicable Date, Mr. Tsui is interested in 7,577,920 Shares of the
Company. Pursuant to a letter of appointment signed between Mr. Tsui and the Company,
Mr. Tsui was not appointed for a specific term but is subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the provisions of
the Bye-laws of the Company. The Director’s fee of Mr. Tsui as an Executive Director of the
Company under his letter of appointment is HK$120,000 per annum. The Company has paid
the director’s emoluments of HK$6,314,947 (including salary, director’s fee, pension and
discretionary bonus) to Mr. Tsui for the year ended 31 December 2015. His emoluments are
determined by the Board with reference to the Company’s performance and profitability, as
well as remuneration benchmark in the industry and the prevailing market conditions.
Save as disclosed above, there is no information which is discloseable nor is/was
Mr. Tsui involved in any of the matters required to be disclosed pursuant to any of the
requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules,
and there is no other matters concerning Mr. Tsui that need to be brought to the attention of the
shareholders of the Company.
14
APPENDIX II
(2)
DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT ANNUAL GENERAL MEETING
Leung Kam Fong (Non-Executive Director)
Leung Kam Fong, aged 74, obtained a Bachelor of Science degree and a post-graduate
Certificate in Education from the University of Hong Kong. Mr. Leung began his career
in technical education and training in 1965 at the Hong Kong Technical College and Hong
Kong Polytechnic. He joined the Vocational Training Council in 1982, founded the Chai Wan
Technical Institute in 1985, upgraded it to Hong Kong Technical College (Chai Wan) in 1992
and subsequently became Deputy Executive Director in 1993. In 1995, he was appointed as
the Chief Executive of Tung Wah Group of Hospitals until 2006. In these 11 years, Tung
Wah experienced tremendous expansion, and he pioneered the development of a series of
modern Chinese Medicine Specialist Clinics. He was awarded honorary doctorate degrees
from Middlesex University, U. K. and Hunan University of Traditional Chinese Medicine,
PRC and holds visiting professorship at Hunan and Chengdu University of Traditional
Chinese Medicine, PRC. He had been appointed Vice-Secretary General of the World
Federation of Chinese Medicine Societies, PRC from 2006 to 2010. He was elected President
of the International Hua-Xia Medicine Society. Mr. Leung joined the Group in 2007 as the
executive director and the chief executive of 3 Kings Holding Limited (“3 Kings Holding”),
a subsidiary of the Company to conduct business in health care and Chinese medicine. Mr.
Leung has also been appointed as the director of 3 Kings Advertising Company Limited (“3
Kings Advertising”), a subsidiary of the Company since 2009. Mr. Leung resigned from all
the positions of 3 Kings Holding and 3 Kings Advertising in January 2013. Mr. Leung was
appointed as a director of the Modernized Chinese Medicine International Association in 2013.
He has been a Non-Executive Director of the Company since January 2013. Save as disclosed
above, Mr. Leung did not hold any directorship in other listed companies in the past three
years preceding the Latest Practicable Date.
There is no service agreement entered into between Mr. Leung and the Company. Mr.
Leung has no relationships with any Director, senior management or substantial or controlling
shareholders (as defined in the Listing Rules). In accordance with the meaning of Part XV
of the SFO, as at the Latest Practicable Date, Mr. Leung has interests jointly with his wife in
180,000 Shares of the Company. Pursuant to a letter of appointment signed between Mr. Leung
and the Company, Mr. Leung was not appointed for a specific term but is subject to retirement
by rotation and re-election at the annual general meeting of the Company in accordance
with the provisions of the Bye-laws of the Company. The Director’s fee of Mr. Leung as a
Non-Executive Director of the Company under his letter of appointment is HK$120,000 per
annum. The Company has paid the director’s fee of HK$120,000 to Mr. Leung for the year
ended 31 December 2015. His emoluments are determined by the Board with reference to the
Company’s performance and profitability, as well as remuneration benchmark in the industry
and the prevailing market conditions.
Save as disclosed above, there is no information which is discloseable nor is/was
Mr. Leung involved in any of the matters required to be disclosed pursuant to any of the
requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules,
and there is no other matters concerning Mr. Leung that need to be brought to the attention of
the shareholders of the Company.
15
APPENDIX II
(3)
DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT ANNUAL GENERAL MEETING
Gene Howard Weiner (Independent Non-executive Director)
Gene Howard Weiner, aged 79, is president of Weiner International Associates, a
business and technical consultancy serving the specialty chemical and electronics industries.
He was formerly a member of the Advisory Board of eSurface Technologies (DBA of
EarthOne Circuit Technologies Corporation). The clients of Weiner International Associates
have included several Fortune 100 companies. He was a founding partner of Quantum Solar
Group, Inc., a market research organization in the Photovoltaic solar industry as well as a
founding member of the SMTA (Surface Mount Technology Association). His executive
experience includes that of Director and President of New England Laminates Co. Inc.
(subsidiary of Park Electrochemical), a leading supplier of copper clad laminates to the
electronics industry; vice president of sales and marketing of Dynachem Corporation (now part
of Dow Chemical), one of the world’s leading suppliers of photopolymers specialty chemicals
to the electronics industry; and vice president of marketing of Oxy Metal Finishing, a major
specialty chemical firm. Mr. Weiner was formerly on the Board of Advisors of NCAB USA,
Inc. (formerly known as P. D. Circuits, Inc.), a U.S. company providing CAM, design for
manufacture, tests and other shared infrastructure services to the printed circuit assembly
industry. He is a member of the Board of Trustees of the Plymouth Philharmonic Orchestra,
Southeast Massachusett’s professional symphony orchestra. Now in its 100th season, “The
Phil” has performed in venues from Boston to Cape Cod. Mr. Weiner is also Chairman of
the Advisory Board of Directors of Shanghai PhiChem Material Co., Ltd., a public specialty
chemical company listed on the Shenzhen stock exchange. PhiChem is China’s largest provider
of UV curable coatings for fiber optic cable, and the 2nd largest in the world. He is a member
of the Advisory Board of the MBA program of the Malcolm Baldridge School of Business at
Post University, founded over 120 years ago as a business school. Post is ranked in the top
20 among online education providers according to the Online Education Data Base (OEDb), a
U.S. national resource for online degree programs. Mr. Weiner has been inducted into the IPC
Raymond Pritchard Hall of Fame, the IPC’s and the industry’s highest award and recognition.
In January 2014, he was named a member of the IPC’s Ambassadors Council. He has been
a director of the Company since April 1992. Save as disclosed above, Mr. Weiner did not
hold any directorship in other listed companies in the past three years preceding the Latest
Practicable Date.
There is no service agreement entered into between Mr. Weiner and the Company. Mr.
Weiner has no relationships with any Director, senior management or substantial or controlling
shareholders (as defined in the Listing Rules). In accordance with the meaning of Part XV of
the SFO, as at the Latest Practicable Date, Mr. Weiner is interested in 450,000 Shares of the
Company. Pursuant to a letter of appointment signed between Mr. Weiner and the Company,
Mr. Weiner was not appointed for a specific term but is subject to retirement by rotation and
re-election at the annual general meeting of the Company in accordance with the provisions
of the Bye-laws of the Company. The Director’s fee of Mr. Weiner as an Independent NonExecutive Director of the Company under his letter of appointment is HK$120,000 per
annum. The Company has paid the director’s fee of HK$120,000 to Mr. Weiner for the year
ended 31 December 2015. His emoluments are determined by the Board with reference to the
Company’s performance and profitability, as well as remuneration benchmark in the industry
and the prevailing market conditions.
16
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT ANNUAL GENERAL MEETING
Save as disclosed above, there is no information which is discloseable nor is/was
Mr. Weiner involved in any of the matters required to be disclosed pursuant to any of the
requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules,
and there is no other matters concerning Mr. Weiner that need to be brought to the attention of
the shareholders of the Company.
17
APPENDIX III
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
NEW SHARE OPTION SCHEME
The following is a summary of the principal terms of the New Share Option Scheme proposed
to be approved at the Annual General Meeting.
Purpose
1.(a)The New Share Option Scheme is a share incentive scheme and is established to
recognize and acknowledge the contributions which the Eligible Participants have
made or will make to the Group.
(b) The New Share Option Scheme will provide the Eligible Participants with an
opportunity to have a personal stake in the Company with a view to motivating
the Eligible Participants to utilise their performance and efficiency for the benefit
of the Group; and attracting and retaining or otherwise maintaining an ongoing
relationship with the Eligible Participants whose contributions are or will be
beneficial to the long term growth and development of the Group.
Participants and basis for determining eligibility of participants
2.
The Eligible Participants of the New Share Option Scheme include any director (whether
executive, non-executive, independent non-executive or alternate) or employee (whether
full-time, part-time, seconded or otherwise) of the Company or any Affiliate. The
Eligible Participants to be granted Options shall be determined by the Board based on
their contribution to the Group.
Maximum number of shares available for subscription
3.
The overall number of options granted and remaining outstanding under the New Share
Option Scheme and any other share option schemes of the Company shall not exceed a
number of shares equivalent to 30% of the Shares in issue from time to time, subject to
the following conditions:
(a)
The total number of Shares which may be issued upon exercise of all options
to be granted under the New Share Option Scheme and any other share option
scheme of the Company must not, in aggregate, exceed 10% of the Shares in issue
as at the date of approval of the New Share Option Scheme by the Shareholders
(the “Scheme Mandate Limit”), unless Shareholders’ approval has been obtained
pursuant to paragraphs 3(b) or 3(c). Options lapsed in accordance with the
terms of the New Share Option Scheme or any other share option scheme of the
Company will not be counted for the purpose of calculating the Scheme Mandate
Limit.
18
APPENDIX III
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
(b) The Scheme Mandate Limit may be refreshed by the Shareholders in general
meeting from time to time provided that the Scheme Mandate Limit so refreshed
must not exceed 10% of the Shares in issue as at the date of approval of the
refreshment by the Shareholders. Upon any such refreshment, all Options granted
under the New Share Option Scheme and any other share option scheme of the
Company (including those outstanding, cancelled or lapsed in accordance with the
New Share Option Scheme or any other share option scheme of the Company and
exercised Options) prior to the approval of such refreshment shall not be counted
for the purpose of calculating whether the refreshed Scheme Mandate Limit has
been exceeded.
(c)
Notwithstanding the foregoing, the Board may seek separate approval of the
Shareholders in general meeting to grant Options beyond the Scheme Mandate
Limit or the refreshed limit referred to in paragraph 3(b), provided that the
Options in excess of the Scheme Mandate Limit or the refreshed limit shall
be granted only to the Eligible Participants specifically identified by the
Company before such approval is sought. A circular containing the information
required under Note 1 to Rule 17.03(3) of the Listing Rules must be sent to the
Shareholders.
Maximum entitlement of each Eligible Participant
4.
No Option may be granted to any Eligible Participant which, if exercised in full, would
result in the total number of Shares issued and to be issued upon exercise of the Options
already granted or to be granted to such Eligible Participant (including both exercised
and outstanding Options) in the 12-month period up to and including the date of such
new grant exceeding 1% of the Shares in issue as at the date of such new grant. Any
grant of further Options above this limit shall be subject to the following requirements:
(a)
approval of the Shareholders at a general meeting, with such Eligible Participant
and his Close Associates (or his Associates if such Eligible Participant is a
Connected Person) abstaining from voting;
(b)
a circular in relation to the proposal for such further grant having been sent by the
Company to its Shareholders with such information from time to time required by
the Listing Rules;
(c)
the number and terms of the Options to be granted to such proposed Grantee shall
be fixed before the approval of the Shareholders as mentioned in paragraph 4(a) is
obtained.
19
APPENDIX III
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
Grant of Options to Connected Persons
5.
(a)
Any grant of Options to a Director, chief executive or Substantial Shareholder
of the Company or any of their respective Associates must be approved by the
independent non-executive Directors (excluding any independent non-executive
Director who is a Grantee of the relevant Options).
(b)
Where Options are proposed to be granted to a Substantial Shareholder or an
independent non-executive Director of the Company or any of their respective
Associates, and where the total number of Shares issued and to be issued upon
exercise of all Options granted or to be granted to such person (including Options
exercised, cancelled and outstanding) in the 12-month period up to and including
the date of such grant to such person:
(i)
represents in aggregate over 0.1% of the Shares in issue, and
(ii)
at the date of such grant has an aggregate value in excess of HK$5,000,000,
based on the closing price of the Shares at the date of each grant,
then the proposed grant must be subject to the approval by Shareholders at
a general meeting taken on a poll. The Grantee, his Associates and all Core
Connected Persons of the Company must abstain from voting in favour of such
resolution in such general meeting. The Company shall issue a circular to the
Shareholders containing such information required under Rule 17.04(3) of the
Listing Rules.
Time of exercise of Option
6.
The period within which the Options must be exercised will be specified by the
Company at the time of grant, but shall expire no later than 10 years from the relevant
Date of Grant.
Rights on ceasing to be an Eligible Participant
7. (a)
In the event of the Grantee (being an individual) ceasing to be an Eligible
Participant by reason of his death before exercising his Option in full and none
of the events for termination of employment or engagement under paragraph
17(c) then exists with respect to such Grantee, his personal representative(s) may
exercise such Option (to the extent vested and not already exercised) in whole
or in part in accordance with the provisions of paragraph 6 within a period of 12
months from the date of his death and any Option not so exercised shall lapse and
determine at the expiry of such period;
20
APPENDIX III
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
(b) In the event of the employing company of a Grantee who is a director or an
employee ceasing to be a member of the Group or in the event of the Grantee
(being an individual) ceasing to be an Eligible Participant by reason of his illhealth, injury or disability (in each case evidenced to the satisfaction of the
Board), then the Grantee may exercise his Option (to the extent vested and not
already exercised) in whole or in part at any time within a period of 3 months
commencing on the date of the cessation and any Option not so exercised shall
lapse and determine at the end of such period;
(c)
In the event of the Grantee who is a director or an employee of the Group ceasing
to be such a director or employee of the Group by reason of his resignation or by
termination of his employment by his employing company whether on notice or
with pay in lieu of such notice, such Option (to the extent not already exercised)
shall lapse on the date of the tender of the resignation or notice of termination
without compensation and not be exercisable;
(d)
In the event of the Grantee ceasing to be an Eligible Participant on one or more of
the grounds specified in paragraph 17(c) or for any reason other than as described
in paragraphs 7(a) to 7(c), then all his Options shall lapse and determine without
compensation on the date he so ceases (to the extent not already exercised).
Provided that in any case, the Board may in its absolute discretion determine that
all or any of such Options shall not so lapse (or shall lapse on a later date) subject
to such conditions or limitations as the Board may decide.
Effect on takeover
8.
If, in consequence of any general offer made to all the Shareholders (or all such
Shareholders other than the offeror, any person controlled by the offeror and any person
acting in association or concert with the offeror) or otherwise, and such offer becomes
or is declared unconditional prior to the expiry date of the relevant Option, then the
Directors shall as soon as practicable thereafter notify every Grantee accordingly and
each Grantee shall be entitled at any time within the period of 21 days after such offer
becomes or is declared unconditional to exercise all or any of his outstanding Options
(to the extent that such Option have been vested and have not lapsed or been cancelled)
and such Option shall, to the extent not having been exercised, lapse and determine upon
the expiry of such period.
21
APPENDIX III
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
Effect on winding up
9.
In the event a notice is given by the Company to the Shareholders to convene a general
meeting for the purpose of considering and, if thought fit, approving a resolution for the
voluntary winding up of the Company, the Company shall forthwith give notice thereof
to every Grantee and the Grantee shall be entitled by notice in writing to the Company
(such notice to be received by the Company not later than four Business Days prior to
the proposed general meeting) to exercise all or any of his Option (to the extent that
such Options have been vested and have not lapsed or been cancelled) and the Company
shall as soon as possible and in any event not later than the day immediately prior to
the date of the proposed general meeting, allot and issue such number of Shares to the
Grantee which falls to be issued on such exercise and all Options shall, to the extent
not having been exercised, lapse and determine without compensation on the date of
commencement of the winding up of the Company.
Effect of reconstruction
10.
If a compromise or arrangement between the Company and the Shareholders or creditors
is proposed for the purposes of or in connection with a scheme for the reconstruction of
the Company or its amalgamation with any other company or companies, the Company
shall give notice thereof to every Grantee on the same day as it despatches to each
Shareholder or creditor of the Company a notice summoning the meeting to consider
such a compromise or arrangement, and thereupon each Grantee (or his personal
representative) shall be entitled by notice in writing to the Company accompanied by
the remittance for the Exercise Price in respect of his Option (such notice to be received
by the Company not later than two Business Days prior to the proposed meeting) to
exercise all or any of his Option (to the extent that such Options have been vested and
have not lapsed or been cancelled). With effect from the date of such meeting, the rights
of all Grantees to exercise their respective Options shall forthwith be suspended. Upon
such compromise or arrangement becoming effective, all Options shall, to the extent not
having been exercised, thereupon lapse and determine without compensation. If for any
reason such compromise or arrangement is not approved by the relevant court having
jurisdiction (the “Court”) (whether upon the terms presented to the Court or upon any
other terms as may be approved by such Court), the rights of the Grantees to exercise
their respective Options shall with effect from the date of the making of the order by the
Court be restored in full and shall thereupon become exercisable (but subject to the other
terms of the New Share Option Scheme) as if such compromise or arrangement had not
been proposed by the Company and no claim shall lie against the Company or any of
its officers for any loss or damage sustained by any Grantee as a result of the aforesaid
suspension.
Minimum period for which an Option must be held
11.
Unless otherwise determined by the Board at its sole discretion, no Option may be
exercised within one year of its Date of Grant, and Options will vest (i) as to 25%
(rounded down to the nearest whole underlying share) on the first anniversary of its Date
of Grant, and (ii) as to the remainder on the second anniversary of its Date of Grant.
22
APPENDIX III
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
Performance target
12.
Unless otherwise determined by the Board at its sole discretion, these is no performance
target which must be satisfied or achieved before the Options can be exercised.
Amount payable upon acceptance of Option
13.
HK$10.00 is payable by each Eligible Participant to the Company on acceptance of an
offer of an Option, which shall be paid within 21 days from the date of offer.
Ranking of shares
14.
Shares allotted upon the exercise of an Option will be subject to all the provisions
of the Bye-laws of the Company for the time being in force and will rank pari passu
in all respects with the existing fully paid Shares in issue on the date on which the
Option is duly exercised or, if that date falls on a day when the register of members of
the Company is closed, the first day of the re-opening of the register of members (the
“Exercise Date”) and accordingly will entitle the holders thereof to participate in all
dividends or other distributions (including distributions made upon the liquidation of the
Company) paid or made on or after the Exercise Date other than any dividend or other
distribution previously declared or recommended or resolved to be paid or made if the
record date therefor shall be before the Exercise Date. A Share allotted and issued upon
the exercise of an Option shall not carry voting rights nor rank for dividend or other
distribution until the name of the Grantee has been duly entered onto the register of
members of the Company as the holder thereof.
Exercise Price
15. The Exercise Price shall be at the discretion of the Board, but must be at least the
highest of: (a) the closing price of a Share as stated in the daily quotations sheet of the
Stock Exchange on the Date of Grant which must be a Business Day, and (b) the average
of the closing prices of the Shares as shown on the daily quotations sheet of the Stock
Exchange for the five Business Days immediately preceding the Date of Grant; and (c)
the nominal value of a Share.
23
APPENDIX III
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
Term of the New Share Option Scheme
16.
The New Share Option Scheme shall be valid and effective for a period of 10 years
commencing on the adoption of the New Share Option Scheme. No further Options
shall be offered or granted under the New Share Option Scheme on or after the date
of the tenth anniversary of the adoption of the New Share Option Scheme. However,
the Options which are granted during the life of the New Share Option Scheme may
continue to be exercisable in accordance with their terms of issue and the provisions of
the New Share Option Scheme shall in all other respects remain in full force and effect
in respect thereof.
Lapse of Options
17.
The Option Period referred in paragraph 6 in respect of any Option shall automatically
terminate and that Option (to the extent not already exercised) shall lapse on the earliest
of:
(a)
the expiry of the Option Period;
(b)
any expiry date or the expiry of any of the periods referred to in paragraphs 7(a)
to 7(d), 8, 9 and 10;
(c)
the date on which the Grantee ceases to be an Eligible Participant by reason of a
termination of his employment on the grounds that:
(i)
he has been guilty of persistent or serious misconduct; or
(ii)
he appears either to be unable to pay or to have no reasonable prospect of
being able to pay debts; or
(iii) he has committed any act of bankruptcy or has become bankrupt or
insolvent or has made any arrangement or composition with his creditors
generally; or
(iv) he has been convicted of any criminal offence (other than an offence which
in the opinion of the Board does not bring the Grantee or the Group into
disrepute);
(d)
the date of commencement of the winding up of the Company;
(e)
the date on which the Grantee sells, transfers, charges, mortgages, encumbrances
or creates any interest in favour of any other party, over or in relation to any
Option in breach of the rules of the New Share Option Scheme;
24
APPENDIX III
(f)
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
the date on which any of the following events, unless otherwise waived by the
Board, happen:
(i)
any liquidator, provisional liquidator, receiver or any person carrying out
any similar function has been appointed anywhere in the world in respect of
the whole or any part of the assets or undertaking of the Grantee (being a
corporation);
(ii)
the Grantee (being a corporation) has ceased or suspended payment of its
debts, become unable to pay its debts (within the meaning of Section 178
of the Companies (Winding Up and Miscellaneous Provisions) Ordinance,
Chapter 32 of the Laws of Hong Kong or any similar laws or regulations) or
otherwise become insolvent;
(iii) there is unsatisfied judgement, order or award outstanding against the
Grantee (being a corporation);
(iv) there are circumstances which entitle any person to take any action,
appoint any person, commence proceedings or obtain any order of the type
mentioned in sub-paragraphs (i), (ii) and (iii) above;
(v) a bankruptcy order has been made against any director of the Grantee
(being a corporation) in any jurisdiction; or
(vi) a petition for bankruptcy has been presented against any director of the
Grantee (being a corporation) in any jurisdiction;
(g) the date on which the Grantee commits a breach of any terms and condition
attached to the grant of its Option, if the Board shall exercise the Company’s right
to cancel the Option; or
(h) the date on which the Board considers that the Grantee fails to meet the
continuing eligibility criteria as provided in the New Share Option Scheme,
if the Board shall exercise the Company’s right to cancel the Option without
compensation; or
(i)
the date on which the Board resolves to cancel any Option pursuant to paragraph
20.
18. If an Option lapses under paragraph 17, the Grantee shall not be entitled to any
compensation from the Company.
25
APPENDIX III
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
Effect of alteration to capital
19.(a) In the event of any alteration in the capital structure of the Company whilst any
Option remains exercisable or the New Share Option Scheme remains in effect,
including but not limited to any capitalisation of profits or reserves, rights issue
or other offer of securities to the Shareholders, consolidation or sub-division of
Shares or reduction of share capital of the Company, then, in any such case:
The number or nominal amount of Shares to which the New Share Option
Scheme or any Option(s) relates (insofar as it is/they are unexercised) and/or the
Exercise Price thereunder may be adjusted in such manner as the Board may deem
appropriate provided always that (save where an adjustment arises by way of a
capitalisation issue):
(i)
any such adjustment shall be made on the basis that the proportion of the
issued share capital of the Company for which any Grantee would have
been entitled had he exercised all the Options held by him immediately
prior to such adjustment shall equal to the proportion of the issued share
capital of the Company for which he would have been entitled had he
exercised all the Options held by him immediately after such adjustment (as
interpreted in accordance with the Supplementary Guidance);
(ii)
any such adjustment shall be made on the basis that the aggregate Exercise
Price payable by a Grantee on the full exercise of any Option shall remain
as nearly as possible the same (but shall not be greater than) as it was
before such event;
(iii) no such adjustment shall be made the effect of which would be to enable a
Share to be issued at less than its nominal value;
(iv) the issue of Shares as consideration in a transaction shall not be regarded as
a circumstance requiring any such adjustment; and
(v)
any adjustments as a result of a rights issue, open offer or capitalisation
issue shall be made in accordance with the acceptable adjustments set forth
in the Supplementary Guidance and such other guidelines or supplementary
guidance as may be issued by the Stock Exchange from time to time.
(b) If any adjustments occur (save where an adjustment arises by way of a
capitalisation issue) the Board shall instruct the auditors of the Company or an
independent financial adviser to certify in writing that in their fair and reasonable
opinion the adjustments proposed complies with Rule 17.03(13) of the Listing
Rules (as amended from time to time) and the note thereto and the Supplementary
Guidance.
26
APPENDIX III
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
Cancellation of Options
20.(a) The Board may cancel any Option provided that: (i) the Company pays to
the Grantee an amount equal to the cash value of the Option at the date of
cancellation as determined by the Board by reference to the difference between
the market value of a Share and the Exercise Price; or (ii) the Board offers to
grant to the Grantee replacement Options of equivalent value of the Options being
cancelled; or (iii) the Board makes such arrangements as the Grantee may agree to
compensate him for the loss of the Option. Where the Company cancels Options
and issue new Options to the same Grantee, the issue of such new Options may
only be made with available unissued Options (excluding the cancelled Options)
within the Scheme Mandate Limit and/or the refreshed limit(s) as referred to in
paragraph 3(b) (as the case may be).
(b)
Any Options granted but subsequently renounced by the Grantee may be cancelled
by the Board without compensation.
(c)
If any of the events set out in paragraphs 17(e) and 22 happens or the Grantee
commits a breach of any terms and conditions of the New Share Option Scheme or
the grant of his Option, the Board shall have the right to cancel his Option without
compensation.
Termination of the New Share Option Scheme
21.
The Company may by an ordinary resolution in a general meeting or the Board may
at any time resolve to terminate the operation of the New Share Option Scheme and in
such event, no further Options will be offered but in all other respects the provisions
of the New Share Option Scheme shall remain in force to the extent necessary to give
effect to the exercise of any Options granted prior thereto or otherwise as may be
required in accordance with the provisions of the New Share Option Scheme and any
Options granted prior to such termination shall continue to be valid and exercisable in
accordance with the New Share Option Scheme.
Rights of the Options
22.
An Option shall be personal to the Grantee and shall not be assignable or transferable
and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create
any interest in favour of any third party over or in relation to any Option. Any breach
of the foregoing by a Grantee shall entitle the Company to cancel any Option or part
thereof granted to such Grantee to the extent not already exercised without incurring any
liability on the part of the Company.
27
APPENDIX III
SUMMARY OF THE PRINCIPAL TERMS OF THE
NEW SHARE OPTION SCHEME
Alteration of the New Share Option Scheme
23.
The New Share Option Scheme may be altered in any respect by the Board except that
the provisions of the New Share Option Scheme relating to matters set out in Rule 17.03
of the Listing Rules shall not be altered to the advantage of any Grantees or prospective
Grantees except with the prior sanction of a resolution of the Shareholders in a general
meeting.
24.
Any alteration to the terms and conditions of the New Share Option Scheme which are
of a material nature or any change to the terms of the Options granted prior to such
alteration shall be approved by the Shareholders in a general meeting, except that the
terms of the Options granted can be changed by the Board if the alterations take effect
automatically under the existing terms of the New Share Option Scheme.
25.
Any change to the authority of the Board in relation to any alteration to the terms of the
New Share Option Scheme must be approved by the Shareholders in a general meeting.
26. The Board shall be entitled to amend the terms of the New Share Option Scheme so as
to comply with the Listing Rules and the Supplementary Guidance provided that such
amendments are allowed by the Listing Rules and any Supplementary Guidance.
27. The amended terms of the New Share Option Scheme and all Options shall continue to
comply with the relevant requirements of the Listing Rules.
28
NOTICE OF ANNUAL GENERAL MEETING
WONG’S KONG KING INTERNATIONAL (HOLDINGS) LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 532)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be
held at Crystal Ballroom A, Level B3, Holiday Inn Golden Mile, 50 Nathan Road, Tsim Sha Tsui,
Kowloon, Hong Kong on Wednesday, 22 June, 2016 at 2:30 p.m. for the following purposes:
1.
To receive and consider the audited financial statements and the Reports of the Directors
and Auditors for the year ended 31 December, 2015.
2.
To declare a final dividend of HK$0.03 per share for the year ended 31 December, 2015.
3.
To re-elect Directors and to authorise the Board of Directors to fix their remuneration.
4.
To appoint Auditors and to authorise the Board of Directors to fix the Auditors’
remuneration.
ORDINARY RESOLUTIONS
5.
As special business, to consider and, if thought fit, pass with or without amendments the
following resolutions as Ordinary Resolutions:
“THAT:
(A) subject to paragraph (C) below, pursuant to the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited, the exercise by
the Directors during the Relevant Period (as defined below) of all the powers
of the Company to allot, issue and deal with additional shares in the capital
of the Company, and to make or grant offers, agreements and options which
might require the exercise of such powers, be and is hereby generally and
unconditionally approved;
(B) the approval in paragraph (A) above shall authorise the Directors during the
Relevant Period to make or grant offers, agreements and options which might
require the exercise of such powers after the end of the Relevant Period;
29
NOTICE OF ANNUAL GENERAL MEETING
(C) the aggregate nominal amount of the share capital of the Company allotted or
agreed conditionally or unconditionally to be allotted (whether pursuant to an
option or otherwise) and issued by the Directors pursuant to the approval in
paragraph (A) above, otherwise than pursuant to (i) a Rights Issue (as defined
below), (ii) the exercise of rights of subscription or conversion under the terms
of any warrants issued by the Company, or any securities which are convertible
into shares of the Company, (iii) any employee share option scheme or similar
arrangement for the time being adopted for the grant or issue to officers and/
or employees of the Company and/or any of its subsidiaries of shares or rights
to acquire shares of the Company, and (iv) any scrip dividend scheme or similar
arrangements providing for the allotment of shares in lieu of the whole or a part
of a dividend on shares of the Company pursuant to the Bye-laws of the Company
from time to time, shall not exceed 20% of the aggregate nominal amount of the
share capital of the Company in issue at the date of passing of this resolution and
the approval in paragraph (A) shall be limited accordingly;
(D) the approval in paragraph (A) above shall be additional to the authority given to
the Directors at any time to allot and issue additional shares in the capital of the
Company; and
(E)
for the purposes of this resolution:
“Relevant Period” means the period from the date of passing of this resolution
until whichever is the earlier of:
(i)
the conclusion of the next annual general meeting of the Company; or
(ii)
the expiration of the period within which the next annual general meeting of
the Company is required by the Bye-laws of the Company or any applicable
law to be held; or
(iii) the revocation or variation of this resolution by an ordinary resolution of
the shareholders of the Company in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the Directors
made to the holders of the shares on the Register of Members of the Company on
a fixed record date in proportion to their then holdings of such shares (subject to
such exclusions or other arrangements as the Directors may deem necessary or
expedient in relation to fractional entitlements or having regard to any restrictions
or obligations under the laws of, or the requirements of any recognised regulatory
body or any stock exchange in, or in any territory outside, Hong Kong).”
30
NOTICE OF ANNUAL GENERAL MEETING
6.
As special business, to consider and, if thought fit, pass with or without amendments the
following resolutions as Ordinary Resolutions:
“THAT:
(A) subject to paragraph (C) below, the exercise by the Directors during the Relevant
Period (as defined below) of all the powers of the Company to repurchase issued
shares in the capital of the Company on The Stock Exchange of Hong Kong
Limited (the “Stock Exchange”) or on another stock exchange recognised for this
purpose by the Securities and Futures Commission of Hong Kong and the Stock
Exchange under the Code on Share Repurchases, subject to and in accordance
with all applicable laws, rules and regulations of the Stock Exchange or any other
stock exchange, be and is hereby generally and unconditionally approved;
(B) the approval in paragraph (A) above shall authorise the Directors to procure the
Company to repurchase the shares of the Company at such prices as the Directors
may at their discretion determine;
(C)
the aggregate nominal amount of the shares of the Company to be repurchased by
the Company pursuant to the approval in paragraph (A) above during the Relevant
Period shall not exceed 10% of the aggregate nominal amount of the share capital
of the Company in issue as at the date of passing of this resolution and the
approval in paragraph (A) above shall be limited accordingly; and
(D) for the purposes of this resolution, “Relevant Period” means the period from the
date of passing of this resolution until whichever is the earlier of:
(i)
the conclusion of the next annual general meeting of the Company; or
(ii)
the expiration of the period within which the next annual general meeting of
the Company is required by the Bye-laws of the Company or any applicable
law to be held; or
(iii) the revocation or variation of this resolution by an ordinary resolution of
the shareholders of the Company in general meeting.”
31
NOTICE OF ANNUAL GENERAL MEETING
7.
As special business, to consider and, if thought fit, pass with or without amendments the
following resolution as an Ordinary Resolution:
“THAT, conditional upon the passing of resolution no. 6, the general mandate
granted to the Directors and for the time being in force to exercise the powers of the
Company to allot, issue and deal with additional shares in the capital of the Company
under resolution no. 5 be and is hereby extended by the addition to the aggregate
nominal amount of the share capital of the Company which may be allotted or agreed
conditionally or unconditionally to be allotted by the Directors pursuant to such general
mandate an amount representing the aggregate nominal amount of the share capital
of the Company repurchased by the Company under the authority granted pursuant
to resolution no. 6, provided that such amount shall not exceed 10% of the aggregate
nominal amount of the share capital of the Company in issue as at the date of passing
this resolution.”
8.
As special business, to consider and, if thought fit, pass with or without amendments the
following resolution as an Ordinary Resolution:
“THAT subject to and conditional upon the Listing Committee of the Stock Exchange
granting approval for the listing of, and permission to deal in, any Shares which may
fall to be issued pursuant to the exercise of any options under the share option scheme
of the Company (the “Share Option Scheme”), the rules of the Share Option Scheme
(a copy of which is now produced to this meeting and marked “A” and signed by the
chairman for the purpose of identification) be and is hereby approved, subject to such
modifications as may be decided by the Board (or any committee thereof established
by the Board), and the Board or any such committee be and is hereby authorized, at its
absolute discretion, to grant options to subscribe for Shares thereunder, to allot, issue
and deal with Shares pursuant to the exercise of any options which may be granted under
the Share Option Scheme and to take all such steps as may be necessary or desirable to
implement the Share Option Scheme.”
By Order of the Board
Wong’s Kong King International (Holdings) Limited
Cheng Ying
Company Secretary
Hong Kong, 28 April, 2016
32
NOTICE OF ANNUAL GENERAL MEETING
Notes:
1.
A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy or, if such
member is a holder of more than one share, proxies to attend and vote instead of him. A proxy need not be a member of the
Company.
2.
In order to be valid, the form of proxy must be deposited at the Company at 17/F, Octa Tower, No. 8 Lam Chak Street,
Kowloon Bay, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a
notarially certified copy or office copy of such power or authority, not less than 48 hours before the time appointed for
holding the meeting or any adjourned meeting.
3.
Where there are joint holders of any share, any one of such joint holder may vote, either personally or by proxy, in respect of
such share as if he were solely entitled thereto provided that if more than one of such joint holders be present at the meeting
personally or by proxy, that one of the said persons so present in person or by proxy whose name stands first in the register
of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
4.
The Register of Members of the Company will be closed from Monday, 20 June, 2016 to Wednesday, 22 June, 2016, both
days inclusive, during which period no transfer of shares will be registered, for the purpose of determining shareholders who
are entitled to attend and vote at the forthcoming annual general meeting. In order to qualify for attending and voting at the
forthcoming annual general meeting, all transfer documents accompanied by the relevant share certificates must be lodged
for registration with the Company’s Hong Kong branch share registrar, Tricor Standard Limited, at Level 22, Hopewell
Centre, 183 Queen’s Road East, Hong Kong not later than 4:00 p.m. on Friday, 17 June, 2016.
5.
For determining the entitlement to the proposed final dividend, the Register of Members of the Company will be closed
from Monday, 4 July, 2016 to Wednesday, 6 July, 2016, both days inclusive, during which period no transfer of shares will
be registered. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share
certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Tricor Standard Limited
at the aforementioned address not later than 4:00 p.m. on Thursday, 30 June, 2016.
33