NWS HOLDINGS LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in NWS Holdings Limited, you should at once hand this circular together with the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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: 659)
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS AND
GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of NWS Holdings Limited to be held at Meeting Room N101B (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Monday, 18 November 2019 at 11:30 a.m. is set out in Appendix III to this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon to the branch share registrar of NWS Holdings Limited in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the meeting or any adjourned meeting thereof should you so wish.
18 October 2019
- For identification purposes only
CONTENTS | ||
Page | ||
DEFINITIONS . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE CHAIRMAN | ||
Introduction | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
Issue Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
General . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
APPENDIX I | - DETAILS OF RETIRING DIRECTORS STANDING | |
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | |
APPENDIX II - EXPLANATORY STATEMENT FOR | ||
THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . | 15 | |
APPENDIX III | - NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . | 19 |
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Annual General Meeting" | the annual general meeting of the Company convened to be |
held at Meeting Room N101B (Expo Drive Entrance), Hong | |
Kong Convention and Exhibition Centre, 1 Expo Drive, | |
Wanchai, Hong Kong on Monday, 18 November 2019 at | |
11:30 a.m., notice of which is set out in Appendix III to this | |
circular or, where the context so admits, any adjournment | |
thereof | |
"Board" | the board of directors of the Company |
"Bye-laws" | the bye-laws of the Company, as amended, modified or |
supplemented from time to time | |
"Company" | NWS Holdings Limited, a company incorporated in |
Bermuda with limited liability and whose Shares are listed | |
on the Hong Kong Stock Exchange | |
"Director(s)" | director(s) of the Company |
"Group" | the Company and its subsidiaries |
"Hong Kong" or "HKSAR" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Hong Kong Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Issue Mandate" | a general mandate proposed to be granted to the Directors |
to exercise all the powers of the Company to allot, issue | |
and deal with Shares in the manner as set out in ordinary | |
resolution no. 5(I) of the notice of the Annual General | |
Meeting | |
"Latest Practicable Date" | 14 October 2019, being the latest practicable date prior to |
the printing of this circular for the purpose of ascertaining | |
information contained herein |
- 1 -
DEFINITIONS | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Hong |
Kong Stock Exchange | |
"Repurchase Mandate" | a general mandate proposed to be granted to the Directors |
to exercise all the powers of the Company to repurchase | |
Shares in the manner as set out in ordinary resolution | |
no. 5(II) of the notice of the Annual General Meeting | |
"SFO" | the Securities and Futures Ordinance, Chapter 571 of the |
Laws of Hong Kong, as amended and supplemented from | |
time to time | |
"Share(s)" | share(s) of HK$1.00 each in the capital of the Company |
"Shareholder(s)" | holder(s) of Share(s) |
"Takeovers Code" | the Code on Takeovers and Mergers as amended from time |
to time and administered by the Securities and Futures | |
Commission of Hong Kong | |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"%" | per cent. |
- 2 -
LETTER FROM THE CHAIRMAN
(incorporated in Bermuda with limited liability)
(stock code: 659)
Executive Directors: | Registered office: |
Dr. Cheng Kar Shun, Henry (Chairman) | Clarendon House |
Mr. Ma Siu Cheung (Chief Executive Officer) | 2 Church Street |
Dr. Cheng Chi Kong, Adrian | Hamilton HM 11 |
Mr. Cheung Chin Cheung | Bermuda |
Mr. Cheng Chi Ming, Brian | Principal place of business |
Mr. Ho Gilbert Chi Hang | |
Mr. Chow Tak Wing | in Hong Kong: |
Non-executive Directors: | 28/F., New World Tower |
18 Queen's Road Central | |
Mr. To Hin Tsun, Gerald | Hong Kong |
Mr. Dominic Lai | |
Mr. Tsang Yam Pui | |
Mr. Lam Wai Hon, Patrick | |
Mr. William Junior Guilherme Doo | |
Independent non-executive Directors: | |
Mr. Kwong Che Keung, Gordon | |
Dr. Cheng Wai Chee, Christopher | |
The Honourable Shek Lai Him, Abraham | |
Mr. Lee Yiu Kwong, Alan | |
Mrs. Oei Fung Wai Chi, Grace | |
Mr. Wong Kwai Huen, Albert | |
18 October 2019 | |
To the Shareholders and, for information purposes only, | |
the holders of the outstanding share options of the Company | |
Dear Sir or Madam, |
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS AND
GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the Annual General Meeting, resolutions will be proposed to approve, among others, the re-election of retiring Directors and the granting of the Issue Mandate and the Repurchase Mandate (including the extension of the Issue Mandate by the number of Shares repurchased).
- For identification purposes only
- 3 -
LETTER FROM THE CHAIRMAN
The purpose of this circular is to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the Annual General Meeting.
RE-ELECTION OF RETIRING DIRECTORS
Pursuant to bye-law 86(2) of the Bye-laws, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next general meeting of the Company and shall then be eligible for re-election at that general meeting of the Company. Accordingly, Dr. Cheng Chi Kong, Adrian who was appointed as Director by the Board with effect from 11 October 2019, shall hold office until the conclusion of the Annual General Meeting and, being eligible, shall offer himself for re-election at the Annual General Meeting.
Pursuant to 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, the number nearest to but not greater than one-third) shall retire from office by rotation provided that notwithstanding anything therein, each Director shall be subject to retirement by rotation at least once in every three years. Accordingly, Mr. Cheng Chi Ming, Brian, Mr. Tsang Yam Pui, Mr. Kwong Che Keung, Gordon ("Mr. Kwong"), Mr. Shek Lai Him, Abraham ("Mr. Shek") and Mrs. Oei Fung Wai Chi, Grace ("Mrs. Oei") shall retire from their offices.
Recommendations to the Board for the proposal for re-election of the aforesaid Directors were made by the Nomination Committee of the Company, after evaluating their performance and considering a range of diversity perspectives including but not limited to skills, regional and industrial experience, background, race, gender and other qualities as set out in the "Board Diversity Policy" of the Company.
Pursuant to the code provision set out in paragraph A.4.3 of Appendix 14 of the Listing Rules, any further appointment of independent non-executive director serving more than nine years should be subject to a separate resolution to be approved by shareholders. Notwithstanding that Mr. Kwong and Mr. Shek have served as independent non-executive Directors for more than nine years, (i) the Board has assessed and reviewed the annual confirmation of independence based on the criteria set out in Rule 3.13 of the Listing Rules and affirmed that both Mr. Kwong and Mr. Shek remain independent; (ii) the Nomination Committee of the Company has assessed and is satisfied of the independence of Mr. Kwong and Mr. Shek; and (iii) the Board considers that both Mr. Kwong and Mr. Shek remain independent of management and free of any relationship which could materially interfere with the exercise of their independent judgment.
- 4 -
LETTER FROM THE CHAIRMAN
The Board has noted that as at the Latest Practicable Date, Mr. Kwong is an independent non-executive director of a total of eight listed public companies in Hong Kong (including the Company) and an independent non-executive director of a listed company in Athens, Greece. Moreover, Mr. Shek is an independent non-executive director of a total of 16 listed public companies in Hong Kong (including the Company) and an independent non-executive director of two companies, each of which is a manager of a listed investment trust on the Hong Kong Stock Exchange. However, the Board is of the view that both Mr. Kwong and Mr. Shek would still be able to devote sufficient time to the Board. Mr. Kwong and Mr. Shek have strong experience in corporate governance and are familiar with management of listed public companies in Hong Kong. Both Mr. Kwong and Mr. Shek have close and good communication with the management team and other independent non-executive Directors to facilitate the decision-making process of the Board. During the financial year ended 30 June 2019, both Mr. Kwong and Mr. Shek have participated in all Board meetings to give impartial advice and exercise independent judgment and served on various board committees but have never engaged in any executive management. The attendance records of both Mr. Kwong and Mr. Shek for the Board meetings and board committee meetings during the financial year ended 30 June 2019 are set out as follows:
Meetings attended/held | |||||||
Corporate | |||||||
Audit | Nomination | Remuneration | Governance | General | |||
Name of director | Board | Committee | Committee | Committee | Committee | meeting | |
Mr. Kwong Che Keung, Gordon | 5/5 | 2/2 | 1/1 | 1/1 | 1/1 | 2/2 | |
Mr. Shek Lai Him, Abraham | 5/5 | 2/2 | 1/1 | 1/1 | N/A | 2/2 |
The Nomination Committee of the Company has also reviewed and assessed the annual written confirmation of independence of Mrs. Oei, who has served as an independent non-executive Director, based on the independence criteria as set out in Rule 3.13 of the Listing Rules and considered that she remains independent and will continue to bring valuable experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
In view of the aforesaid factors and the experience, knowledge and commitment of the relevant individuals, the Board would recommend the abovementioned independent non-executive Directors, namely Mr. Kwong, Mr. Shek and Mrs. Oei for re-election at the Annual General Meeting.
The abovementioned retiring Directors, being eligible, shall offer themselves for re-election at the Annual General Meeting. Details of such Directors are set out in Appendix I to this circular.
- 5 -
LETTER FROM THE CHAIRMAN
ISSUE MANDATE AND REPURCHASE MANDATE
The existing general mandates to issue Shares and to repurchase Shares will expire at the conclusion of the Annual General Meeting.
In order to provide flexibility and discretion to the Directors to issue new Shares, an ordinary resolution will be proposed at the Annual General Meeting that the Directors be granted the Issue Mandate to allot and issue new Shares up to a number not exceeding 20% of the total number of the Shares in issue as at the date of passing such resolution and a separate ordinary resolution will also be proposed to extend the Issue Mandate by adding the number of any Shares repurchased by the Company pursuant to the Repurchase Mandate.
At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders that the Directors be granted the Repurchase Mandate to repurchase Shares up to a maximum of 10% of the total number of Shares in issue as at the date of passing such resolution. An explanatory statement as required by the Listing Rules to provide the requisite information concerning the Repurchase Mandate is set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
Set out in Appendix III to this circular is a notice convening the Annual General Meeting. A proxy form for use in connection with the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof. Completion and return of the 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. In such event, the proxy form will 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 way of poll save for resolution relating purely to a procedural or administrative matter. Accordingly, the Chairman of the Annual General Meeting shall demand the resolutions to be put to vote by poll.
After the conclusion of the Annual General Meeting, the results of the poll will be published on HKEXnews website at www.hkexnews.hk and the Company's website at www.nws.com.hk.
- 6 -
LETTER FROM THE CHAIRMAN
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.
RECOMMENDATION
The Directors believe that the proposals for the re-election of the retiring Directors and the granting of the Issue Mandate and the Repurchase Mandate (including the extension of the Issue Mandate by the number of Shares repurchased) are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the proposed resolutions as set out in the notice convening the Annual General Meeting.
GENERAL
Your attention is drawn to the additional information set out in the Appendices to this circular.
Yours faithfully,
Dr. Cheng Kar Shun, Henry
Chairman
- 7 -
APPENDIX I DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION
The following are the particulars of the Directors who will retire and, being eligible, offer themselves for re-election at the Annual General Meeting:
Dr. Cheng Chi Kong, Adrian JP
Dr. Cheng, aged 39, was appointed as Executive Director on 11 October 2019 and is a member of the Executive Committee of the Company. He is responsible for overseeing the strategic direction of the Group's businesses. Dr. Cheng is the Executive Vice-Chairman and General Manager of New World Development Company Limited ("NWD", a substantial Shareholder and the holding company of the Company) (stock code: 17), an executive director of New World Department Store China Limited (stock code: 825) and Chow Tai Fook Jewellery Group Limited (stock code: 1929), and a non-executive director of Giordano International Limited (stock code: 709) and New Century Healthcare Holding Co. Limited (stock code: 1518), all being listed public companies in Hong Kong. He is also a director of Chow Tai Fook (Holding) Limited and Chow Tai Fook Enterprises Limited, both are substantial Shareholders. Dr. Cheng was an executive director of International Entertainment Corporation (stock code: 1009) (resigned on 10 June 2017), a non-executive vice chairman of Modern Media Holdings Limited (stock code: 72) (resigned on 26 August 2017) and a non-executive director of i-CABLE Communications Limited (stock code: 1097) (resigned on 2 July 2019), all being listed public companies in Hong Kong.
Dr. Cheng is the Vice-Chairman of All-China Youth Federation, a member of the Tianjin Municipal Committee of The Chinese People's Political Consultative Conference, the Chairman of China Young Leaders Foundation and the Honorary Chairman of K11 Art Foundation. He was acknowledged by Fortune as one of "40 Under 40" global business stars and a "Young Global Leader" by the World Economic Forum in 2012. In 2016, he was appointed as the Justice of Peace by the Government of the HKSAR and was made an Officier in the Ordre des Arts et des Lettres by the French Government in 2017. Dr. Cheng holds a Bachelor of Arts Degree (cum laude) from Harvard University, and was conferred the Honorary Doctorate of Humanities by the Savannah College of Art and Design in 2014. Prior to joining NWD in 2006, Dr. Cheng worked in a major international bank and has substantial experience in corporate finance. He is the son of Dr. Cheng Kar Shun, Henry, the brother of Mr. Cheng Chi Ming, Brian and the cousin of Mr. William Junior Guilherme Doo.
Save as disclosed above, Dr. Cheng did not hold any directorship in other listed public companies in the last three years.
Dr. Cheng's service contract provides for a fixed term of three years and he is also subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-laws. His director's fee will be reviewed and determined by the Board annually with the authorization granted by the Shareholders at an annual general meeting of the Company. In addition, he is entitled to receive a monthly salary of HK$453,170 and a year-end discretionary bonus to be determined by the Board from time to time. Dr. Cheng's remuneration package has been determined by taking reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market situation.
Save as disclosed above, Dr. Cheng does not have any relationship with any Director, senior management of the Company, substantial Shareholder or controlling Shareholder. As at the Latest Practicable Date, Dr. Cheng does not have any interest in the Shares within the meaning of Part XV of the SFO.
Dr. Cheng has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Dr. Cheng that need to be brought to the attention of the Shareholders.
- 8 -
APPENDIX I DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION
Mr. Cheng Chi Ming, Brian
Mr. Cheng, aged 36, was appointed as Executive Director in July 2009 and is also a member of the Executive Committee and the Sustainability Committee of the Company. He is also a director of certain subsidiaries of the Group. He has been with the Company since January 2008 and is mainly responsible for overseeing the infrastructure business and the merger and acquisition affairs of the Group. Mr. Cheng is the Chairman and a non-executive director of Integrated Waste Solutions Group Holdings Limited (stock code: 923) and a non-executive director of Haitong International Securities Group Limited (stock code: 665) and Wai Kee Holdings Limited (stock code: 610), all being listed public companies in Hong Kong. He is also the Chairman of Goshawk Aviation Limited, and a director of SUEZ NWS Limited, PBA International Pte. Ltd. and a number of companies in Mainland China. Mr. Cheng was a non-executive director of Newton Resources Ltd (stock code: 1231) (resigned on 23 January 2017), Beijing Capital International Airport Company Limited (stock code: 694) (resigned on 2 February 2018) and Leyou Technologies Holdings Limited (stock code: 1089) (resigned on 5 June 2019), all being listed public companies in Hong Kong, and a non-executive director of Tharisa plc (retired on 1 February 2017), whose shares are listed on the Johannesburg Stock Exchange and the London Stock Exchange. He is currently a member of the Thirteenth Shanghai Municipal Committee of the Chinese People's Political Consultative Conference of the People's Republic of China. Before joining the Company, Mr. Cheng had been working as a research analyst in the Infrastructure and Conglomerates sector for CLSA Asia-Pacific Markets. Mr. Cheng holds a Bachelor of Science degree from Babson College in Massachusetts, USA. Mr. Cheng is the son of Dr. Cheng Kar Shun, Henry, the brother of Dr. Cheng Chi Kong, Adrian and the cousin of Mr. William Junior Guilherme Doo.
Save as disclosed above, Mr. Cheng did not hold any directorship in other listed public companies in the last three years.
Mr. Cheng's service contract provides for a fixed term of three years and he is also subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-laws. His emoluments comprise annual salary package, discretionary bonus and share options, and a director's fee to be reviewed and determined by the Board annually with the authorization granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market situation. For the financial year ended 30 June 2019, he was paid fees for acting as an Executive Director of the Company, a member of a board committee of the Company and a director of certain subsidiaries of the Group in an aggregate amount of HK$0.40 million and other emoluments (including salary, bonus, allowances and other benefits) of approximately HK$9.86 million.
Save as disclosed above, Mr. Cheng does not have any relationship with any Director, senior management of the Company, substantial Shareholder or controlling Shareholder. As at the Latest Practicable Date, Mr. Cheng had personal interest in 3,710,368 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.
Mr. Cheng has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Cheng that need to be brought to the attention of the Shareholders.
- 9 -
APPENDIX I DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION
Mr. Tsang Yam Pui GBS, OBE, QPM, CPM
Mr. Tsang, aged 73, was appointed as Executive Director in June 2004 and was re-designated as Non-executive Director on 1 January 2019. He was the Chief Executive Officer of the Company during the period from July 2015 to December 2018. He is a director of Mapletree Investments Pte Ltd in Singapore and the Chairman and a non-executive director of Mapletree Commercial Trust Management Ltd. (as manager of Mapletree Commercial Trust which is listed on the Singapore Stock Exchange). He was a non-executive director of Wai Kee Holdings Limited (stock code: 610) (resigned on 31 December 2018), a listed public company in Hong Kong. Prior to joining the Company, Mr. Tsang had served with the Hong Kong Police Force for 38 years and retired from the Force as its Commissioner in December 2003. He has extensive experience in corporate leadership and public administration. Mr. Tsang was awarded the Gold Bauhinia Star, the OBE, the Queen's Police Medal, the Colonial Police Medal for Meritorious Service, the Commissioner's Commendation, and the HKSAR Police Long Service Medal.
Save as disclosed above, Mr. Tsang did not hold any directorship in other listed public companies in the last three years.
Mr. Tsang's service contract provides for a fixed term of two years and he is also subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-laws. His director's fee will be reviewed and determined by the Board annually with the authorization granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market situation. For the financial year ended 30 June 2019, he was paid fees for acting as an Executive Director of the Company for the period from 1 July 2018 to 31 December 2018 and a Non-executive Director of the Company for the period from 1 January 2019 to 30 June 2019, a member of certain board committees of the Company and a director of certain subsidiaries of the Group in an aggregate amount of approximately HK$0.54 million, and other emoluments (including salary, bonus, allowances and other benefits) of approximately HK$15.34 million.
Mr. Tsang does not have any relationship with any Director, senior management of the Company, substantial Shareholder or controlling Shareholder. As at the Latest Practicable Date, Mr. Tsang had personal interest in 180,000 Shares and 200,368 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.
On 13 March 2008, the Takeovers Executive of the Securities and Futures Commission issued a notice criticizing NWS Financial Management Services Limited ("NWSFM", an indirect wholly-owned subsidiary of the Company) and two of its directors for breaching Rule 31.3 of the Takeovers Code arising from NWSFM's acquisition of shares in Taifook Securities Group Limited (now known as Haitong International Securities Group Limited). The breach was caused by an inadvertent miscalculation of the prescribed period under Rule 31.3 of the Takeovers Code. Mr. Tsang was a director of NWSFM during the period from 9 October 2007 to 20 December 2018 but he was not a party under the aforesaid criticism.
Save as disclosed above, Mr. Tsang has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Tsang that need to be brought to the attention of the Shareholders.
- 10 -
APPENDIX I DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION
Mr. Kwong Che Keung, Gordon
Mr. Kwong, aged 70, was appointed as Independent Non-executive Director in October 2002 and is the Chairman of the Audit Committee and the Corporate Governance Committee and a member of the Remuneration Committee and the Nomination Committee of the Company. He is an independent non-executive director of a number of Hong Kong listed public companies including Agile Group Holdings Limited (stock code: 3383), China Power International Development Limited (stock code: 2380), Chow Tai Fook Jewellery Group Limited (stock code: 1929), FSE Services Group Limited (stock code: 331), Global Digital Creations Holdings Limited (stock code: 8271), Henderson Investment Limited (stock code: 97) and Henderson Land Development Company Limited (stock code: 12). He is also an independent non-executive director of Piraeus Port Authority S.A., a listed company in Athens, Greece. He was an independent non-executive director of COSCO SHIPPING Holdings Co., Ltd. (stock code: 1919) (retired on 25 May 2017), and CITIC Telecom International Holdings Limited (stock code: 1883) (retired on 1 June 2017) and OP Financial Limited (stock code: 1140) (retired on 27 August 2019), all being listed public companies in Hong Kong. Mr. Kwong is a fellow member of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants. He was a Partner of Price Waterhouse from 1984 to 1998 and an independent member of the Council of the Hong Kong Stock Exchange from 1992 to 1997, during which, he had acted as convener of both the Compliance Committee and the Listing Committee.
Save as disclosed above, Mr. Kwong did not hold any directorship in other listed public companies in the last three years.
Mr. Kwong's service contract provides for a fixed term of three years and he is also subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-laws. His director's fee will be reviewed and determined by the Board annually with the authorization granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market situation. For the financial year ended 30 June 2019, he was paid fees for acting as an Independent Non-executive Director of the Company and the Chairman and/or a member of certain board committees of the Company in an aggregate amount of approximately HK$0.56 million and allowances of approximately HK$0.10 million.
Mr. Kwong, who has served the Board for more than nine years, confirmed that he has satisfied all factors set out in Rule 3.13 of the Listing Rules in assessing his independence. Mr. Kwong does not have any relationship with any Director, senior management of the Company, substantial Shareholder or controlling Shareholder. As at the Latest Practicable Date, Mr. Kwong had personal interest in 1,207,077 Shares and 1,403,922 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.
Mr. Kwong has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Kwong that need to be brought to the attention of the Shareholders.
- 11 -
APPENDIX I DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION
Mr. Shek Lai Him, Abraham GBS, JP
Mr. Shek, aged 74, was appointed as Independent Non-executive Director in September 2004 and is the Chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company. Mr. Shek is an independent non-executive director of Paliburg Holdings Limited (stock code: 617), Lifestyle International Holdings Limited (stock code: 1212), Chuang's Consortium International Limited (stock code: 367), Chuang's China Investments Limited (stock code: 298) (also acts as Honorary Chairman), ITC Properties Group Limited (stock code: 199) (also acts as Vice Chairman), Country Garden Holdings Company Limited (stock code: 2007), Hop Hing Group Holdings Limited (stock code: 47), SJM Holdings Limited (stock code: 880), China Resources Cement Holdings Limited (stock code: 1313), Lai Fung Holdings Limited (stock code: 1125), Cosmopolitan International Holdings Limited (stock code: 120), Goldin Financial Holdings Limited (stock code: 530), Everbright Grand China Assets Limited (stock code: 3699), CSI Properties Limited (stock code: 497) and Far East Consortium International Limited (stock code: 35) (appointed on 3 June 2019), all being listed public companies in Hong Kong. He is also an independent non-executive director of Eagle Asset Management (CP) Limited (the manager of Champion Real Estate Investment Trust (stock code: 2778)) and Regal Portfolio Management Limited (the manager of Regal Real Estate Investment Trust (stock code: 1881)), both of the trusts are listed on the Hong Kong Stock Exchange. Mr. Shek was an independent non-executive director of TUS International Limited (stock code: 872) (resigned on 6 January 2017), ITC Corporation Limited (now known as PT International Development Corporation Limited) (stock code: 372) (resigned on 28 March 2017), Midas International Holdings Limited (now known as Magnus Concordia Group Limited) (stock code: 1172) (resigned on 26 January 2018) and MTR Corporation Limited (stock code: 66) (retired on 22 May 2019) and the Chairman of Chuang's China Investments Limited (stock code: 298) (retired on 29 April 2019), all being listed public companies in Hong Kong. Mr. Shek is a member of the Legislative Council for the HKSAR representing real estate and construction functional constituency since 2000. He was appointed as Justice of the Peace in 1995 and was awarded the Gold Bauhinia Star in 2013. Mr. Shek graduated from the University of Sydney with Bachelor of Arts.
Save as disclosed above, Mr. Shek did not hold any directorship in other listed public companies in the last three years.
Mr. Shek's service contract provides for a fixed term of three years and he is also subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-laws. His director's fee will be reviewed and determined by the Board annually with the authorization granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market situation. For the financial year ended 30 June 2019, he was paid fees for acting as an Independent Non-executive Director of the Company and the Chairman and/or a member of certain board committees of the Company in an aggregate amount of HK$0.52 million and allowances of approximately HK$0.10 million.
- 12 -
APPENDIX I DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION
Mr. Shek, who has served the Board for more than nine years, confirmed that he has satisfied all factors set out in Rule 3.13 of the Listing Rules in assessing his independence. Mr. Shek does not have any relationship with any Director, senior management of the Company, substantial Shareholder or controlling Shareholder. As at the Latest Practicable Date, Mr. Shek had personal interest in 1,403,922 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.
Mr. Shek had been an independent non-executive director of Titan Petrochemicals Group Limited ("Titan") (a company whose shares are listed on the Hong Kong Stock Exchange), from 27 February 2006 to 27 February 2014. According to the announcements and circulars published by Titan, on 9 July 2012 (Bermuda time), Saturn Petrochemical Holdings Limited ("SPHL") served on Titan a petition (the "Petition") at the Supreme Court of Bermuda (the "Bermuda Court") for an order, amongst other things, to wind up and to appoint a provisional liquidator against Titan. At the first hearing of the Petition on 16 August 2012 (Bermuda time), the court has, amongst other things, adjourned the hearing of the Petition to 5 September 2012 (Bermuda time). The Petition was in relation to a notice to Titan from SPHL to redeem all of the outstanding convertible redeemable preferred shares issued by Titan and held by SPHL at a redeemable amount equal to the notional value of those shares (being HK$310.8 million) together with any accrued and unpaid dividends. To the best knowledge of Mr. Shek, the Petition was in relation to the redemption of the abovementioned convertible redeemable preferred shares of Titan. Thereafter, the Bermuda Court ordered the appointment of Mr. Garth Calow and Ms. Allison Tomb, both of PricewaterhouseCoopers, as the joint provisional liquidators of Titan on 18 October 2013 (Bermuda time). This appointment of the joint provisional liquidators was in relation to an application made by KTL Camden Inc. ("Camden") to the Bermuda Court on 6 August 2013 (Bermuda time) in connection with its claim that Titan Storage Limited, a subsidiary of Titan, failed to pay certain hiring charges to Camden pursuant to a bareboat charter party contract and that Titan was liable to Camden for such hiring charges plus interest thereon in the sum of approximately US$6,853,032 (up to 16 April 2013) pursuant to a deed of guarantee issued by Titan in favour of Camden. The Bermuda Court sanctioned a proposed scheme of arrangement (the "Scheme") between Titan and its scheme creditors on 5 November 2014 and the Scheme became effective and binding on the scheme creditors upon a copy of the order of the Bermuda Court being delivered to the Bermuda Registrar of Companies in accordance with section 99 of the Companies Act 1981 of Bermuda on 5 November 2014. Apart from information relating to Titan already in the public domain, Mr. Shek in his capacity as a past director of Titan, has no other knowledge relating to Titan.
Save as disclosed above, Mr. Shek has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Shek that need to be brought to the attention of the Shareholders.
- 13 -
APPENDIX I DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION
Mrs. Oei Fung Wai Chi, Grace
Mrs. Oei, aged 66, was appointed as Independent Non-executive Director in January 2016 and is also a member of the Corporate Governance Committee and the Sustainability Committee of the Company. She is currently the Chairperson of Ronald McDonald House Charities in Hong Kong since September 2008 and she has been elected to the global board of trustees of Ronald McDonald House Charities in Chicago since 1 January 2015. Mrs. Oei had worked in investment banking and wholesale banking for 36 years. She was the Vice Chairman, Corporate & Institutional Clients, at Standard Chartered Bank, Hong Kong when she retired from the bank in November 2014. Before joining Standard Chartered Bank in 2002, she had worked with UBS for nine years including service as Managing Director responsible for corporate finance and fixed income. During her service with UBS, Mrs. Oei had regional responsibilities for institutional sales, fixed income, supervising a team in Hong Kong and Singapore which covered 13 countries in Asia (excluding Japan). Her team advised central banks and other institutional investors in Asia on fixed income investments and hedging strategies for interest rates and currencies. Mrs. Oei had taken on a number of public service responsibilities over the years, including as a member of the Takeovers and Mergers Panel and the Takeovers Appeal Committee of the Securities and Futures Commission and a member of the Finance Committee of the Hong Kong Housing Authority. Mrs. Oei graduated from the London School of Economics and Political Science, London University, with a BSc (Econ) degree, majoring in Accounting and Finance.
Mrs. Oei did not hold any directorship in other listed public companies in the last three years.
Mrs. Oei's service contract provides for a fixed term of three years and she is also subject to the rotational retirement and re-election requirements at annual general meeting pursuant to the Bye-laws. Her director's fee will be reviewed and determined by the Board annually with the authorization granted by the Shareholders at an annual general meeting of the Company and taking reference to her duties and responsibilities with the Company, the Company's performance and the prevailing market situation. For the financial year ended 30 June 2019, she was paid fees for acting as an Independent Non-executive Director of the Company and a member of certain board committees of the Company in an aggregate amount of approximately HK$0.35 million and allowances of approximately HK$0.07 million.
Mrs. Oei does not have any relationship with any Director, senior management of the Company, substantial Shareholder or controlling Shareholder. As at the Latest Practicable Date, Mrs. Oei did not have any interest in the Shares within the meaning of Part XV of the SFO.
Mrs. Oei has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mrs. Oei that need to be brought to the attention of the Shareholders.
- 14 -
APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
This explanatory statement contains the information required by the Listing Rules. Its purpose is to provide to the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 3,911,137,849 fully paid up Shares. Subject to the passing of the relevant ordinary resolution approving the Repurchase Mandate on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 391,113,784 Shares.
- REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders and will provide the Directors the flexibility to repurchase Shares in the market when appropriate and beneficial to the Company. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.
- FUNDING OF REPURCHASES
Pursuant to the Listing Rules, repurchases must be financed out of funds legally available for the purpose in accordance with the Company's constitutional documents and the laws of the jurisdiction in which the Company is incorporated or otherwise established.
The Company is empowered by its Memorandum of Association and Bye-laws to repurchase its Shares pursuant to and in accordance with the Companies Act 1981 of Bermuda. Repurchases will be funded from the Company's available cash flow or working capital facilities. The laws of Bermuda provide that repurchases may only be effected out of the capital paid up on the repurchased Shares or out of the funds of the Company otherwise available for payment of dividend or distribution or out of proceeds of a fresh issue of Shares made for the purpose of the repurchase. Any premium payable on a repurchase over the par value of the Shares to be repurchased must be provided for out of funds of the Company otherwise available for payment of dividend or distribution or out of the Company's share premium account. No repurchase may be made if on the date on which the repurchase is to be effected, there are reasonable grounds for believing the Company is, or after the repurchase would be, unable to pay its liabilities as they become due.
- 15 -
APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
The Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the financial year ended 30 June 2019) in the event that the Repurchase Mandate was to be exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing ratio of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
- UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Hong Kong Stock Exchange to exercise the powers of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda and the regulations set out in the Memorandum of Association and Bye-laws of the Company.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention to sell Shares to the Company if the Repurchase Mandate is approved by the Shareholders.
No core connected persons (as defined in the Listing Rules) of the Company has notified the Company that they have 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
Repurchase of Shares may result in an increase in the proportionate interests of a Shareholder in the voting rights of the Company and such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interests, 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.
- 16 -
APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
As at the Latest Practicable Date, so far as is known to any Director or chief executive of the
Company, the following parties had an interest in the Shares which would fall to be disclosed to
the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the
register required to be kept under Section 336 of the SFO:
Approximate | |||||
Approximate | percentage to | ||||
percentage to | the issued | ||||
the issued | share capital | ||||
share capital | of the | ||||
of the | Company if | ||||
Number of shares | Company as at | the Repurchase | |||
the Latest | Mandate is | ||||
Beneficial | Corporate | Practicable | exercised in | ||
Name | interests | interests | Total | Date | full |
Cheng Yu Tung Family | |||||
(Holdings) Limited | − | 2,477,530,362 | 2,477,530,362 | 63.35% | 70.38% |
Cheng Yu Tung Family | |||||
(Holdings II) | |||||
Limited | − | 2,477,530,362 | 2,477,530,362 | 63.35% | 70.38% |
Chow Tai Fook Capital | |||||
Limited | − | 2,477,530,362 | 2,477,530,362 | 63.35% | 70.38% |
Chow Tai Fook | |||||
(Holding) Limited | − | 2,477,530,362 | 2,477,530,362 | 63.35% | 70.38% |
Chow Tai Fook | |||||
Enterprises Limited | 97,034,424 | 2,380,495,938 | 2,477,530,362 | 63.35% | 70.38% |
NWD | 1,588,468,276 | 792,027,662 | 2,380,495,938 | 60.86% | 67.63% |
Mombasa Limited | 718,384,979 | − | 718,384,979 | 18.37% | 20.41% |
In the event that the Directors shall exercise in full the Repurchase Mandate, the total interests of the above Shareholders would be increased to approximately the percentages shown in the last column of the above table and such increase will not give rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code and will not reduce the number of Shares held by the public to be less than 25% of the total issued Shares.
- 17 -
APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
- SHARE PRICES
The highest and lowest market prices at which the Shares have traded on the Hong Kong Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:
Per Share | |||
Highest price | Lowest price | ||
HK$ | HK$ | ||
2018 | October | 15.78 | 14.56 |
November | 17.08 | 15.26 | |
December | 17.40 | 15.22 | |
2019 | January | 18.60 | 15.40 |
February | 21.90 | 17.64 | |
March | 18.80 | 16.30 | |
April | 17.46 | 16.20 | |
May | 16.78 | 15.06 | |
June | 16.58 | 15.14 | |
July | 16.58 | 14.58 | |
August | 14.74 | 12.58 | |
September | 14.08 | 11.50 | |
October (up to and including | |||
the Latest Practicable Date) | 12.44 | 11.62 |
- SHARE REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any of its Shares on the Hong Kong Stock Exchange or otherwise during the previous six months from the Latest Practicable Date.
- 18 -
APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
(incorporated in Bermuda with limited liability)
(stock code: 659)
NOTICE IS HEREBY GIVEN THAT the annual general meeting of NWS Holdings Limited (the "Company") will be held at Meeting Room N101B (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Monday, 18 November
2019 at 11:30 a.m. for the following purposes:
- To receive and consider the audited financial statements and the Reports of the Directors and the Independent Auditor for the financial year ended 30 June 2019.
- To declare a final dividend of HK$0.29 per share for the financial year ended 30 June 2019.
- (a) To re-elect Dr. Cheng Chi Kong, Adrian as Director.
- To re-elect Mr. Cheng Chi Ming, Brian as Director.
- To re-elect Mr. Tsang Yam Pui as Director.
- To re-elect Mr. Kwong Che Keung, Gordon as Director.
- To re-elect Mr. Shek Lai Him, Abraham as Director.
- To re-elect Mrs. Oei Fung Wai Chi, Grace as Director.
- To authorize the Board of Directors to fix the Directors' remuneration.
- To re-appoint Messrs. PricewaterhouseCoopers as Auditor and to authorize the Board of Directors to fix the Auditor's remuneration.
- For identification purposes only
- 19 -
APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
5. As special business, to consider and if thought fit, pass with or without amendment, the following resolutions as ordinary resolutions:
- "THAT:
- subject to paragraph (C) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or options, warrants, or similar rights to subscribe for any shares or convertible securities and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
- the approval in paragraph (A) of this resolution shall authorize the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
- the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval granted in paragraph (A) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any conversion rights attaching to any securities which are convertible into shares of the Company; (iii) the exercise of the rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors and/or employees of the Company and/or any of its subsidiaries and/or eligible participants as defined under such option scheme of options to subscribe for, or rights to acquire, shares of the Company; or (iv) any issue of shares as scrip dividends or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be issued pursuant to the approval in paragraph (A) of this resolution as a percentage of the total number of issued shares of the Company at the date immediately before and
- 20 -
APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly, and the approval granted in paragraph (A) shall be limited accordingly; and
-
for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and
- the revocation or variation of the authority given under 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 of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong)."
- 21 -
APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
- "THAT:
- subject to paragraph (B) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and the Hong Kong Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange or that of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
- the total number of shares which may be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution shall not exceed 10% of the total number of issued shares of the Company as at the date of the passing of this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be repurchased pursuant to the approval in paragraph (A) of this resolution as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly, and the authority granted pursuant to paragraph (A) of this resolution shall be limited accordingly; and
-
for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and
- 22 -
APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
- the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
- "THAT conditional upon the Ordinary Resolutions Nos. (I) and (II) being passed, the general mandate granted to the Directors of the Company pursuant to Ordinary Resolution No. (I) be and is hereby extended by the addition to the total number of shares of the Company which may be allotted by the Directors of the Company pursuant to such general mandate, a number representing the total number of shares repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. (II) provided that such number shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of consolidation or subdivision of shares of the Company)."
By Order of the Board of
NWS HOLDINGS LIMITED
Chow Tak Wing
Executive Director and Company Secretary
Hong Kong, 18 October 2019
Notes:
- Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or (if he is a holder of two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
- In order to be valid, the instrument appointing a proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be).
- 23 -
APPENDIX III | NOTICE OF ANNUAL GENERAL MEETING |
3. For the purposes of determining eligibility of the members of the Company to attend and vote at the meeting and entitlement to the final dividend, the register of members of the Company will be closed. Details of such closures are set out below:
For determining eligibility to attend and vote at the meeting:
Latest time to lodge transfer documents for registration . . . . . . . . . . . . . . . . . 4:30 p.m. on 12 November 2019 Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 to 18 November 2019 (both days inclusive)
Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 November 2019
For determining entitlement to the final dividend:
Latest time to lodge transfer documents for registration . . . . . . . . . . . . . . . . . 4:30 p.m. on 21 November 2019 Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 November 2019 Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 November 2019
During the above closure periods, no transfer of shares will be registered. To be eligible to attend and vote at the meeting and to qualify for the final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the branch share registrar of the Company in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than the aforementioned latest time.
- If a tropical cyclone warning signal number 8 or above is in force in Hong Kong at any time between 7:30 a.m. to 11:30 a.m. on the date of the meeting, the meeting will be automatically postponed to a later date. The Company will post an announcement on its corporate website (www.nws.com.hk) and the HKEXnews website (www.hkexnews.hk) to notify members of the Company of the date, time and location of the rescheduled meeting.
- The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
- As at the date of this notice, (a) the executive directors of the Company are Dr. Cheng Kar Shun, Henry, Mr. Ma Siu Cheung, Dr. Cheng Chi Kong, Adrian, Mr. Cheung Chin Cheung, Mr. Cheng Chi Ming, Brian, Mr. Ho Gilbert Chi Hang and Mr. Chow Tak Wing; (b) the non-executive directors of the Company are Mr. To Hin Tsun, Gerald, Mr. Dominic Lai, Mr. Tsang Yam Pui, Mr. Lam Wai Hon, Patrick and Mr. William Junior Guilherme Doo; and
- the independent non-executive directors of the Company are Mr. Kwong Che Keung, Gordon, Dr. Cheng Wai Chee, Christopher, The Honourable Shek Lai Him, Abraham, Mr. Lee Yiu Kwong, Alan, Mrs. Oei Fung Wai Chi, Grace and Mr. Wong Kwai Huen, Albert.
- 24 -
Attachments
- Original document
- Permalink
Disclaimer
NWS Holdings Limited published this content on 17 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 October 2019 10:38:10 UTC
