NEW WORLD DEPARTMENT STORE CHINA LIMITED 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.
A notice convening the annual general meeting of New World Department Store China Limited to be held at Meeting Room N101A, Level 1, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong (Expo Drive Entrance) on Tuesday, 17 November 2015 at 11:30 a.m. is set out on pages 12 to 16 of this circular. Whether or not you are able to attend the meeting, please complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer agent of the Company in Hong Kong, Tricor Investor Services Limited of Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
16 October 2015
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE CHAIRMAN1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RE-ELECTION OF THE RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . 3
ISSUE MANDATE AND REPURCHASE MANDATE . . . . . . . . . . . . . . . 4
4. VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. PROXY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
APPENDIX I - INFORMATION ON THE DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 APPENDIX II - EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 NOTICE OF ANNUAL GENERAL MEETING 12In this circular, unless the context otherwise requires, the following expressions have the following meanings:
'AGM' the annual general meeting of the Company to be convened and held at Meeting Room N101A , Level 1, Hong Kong Convention and Exhibition Centre,
1 Expo Drive, Wanchai, Hong Kong (Expo Drive Entrance) on Tuesday, 17 November 2015 at 11:30 a.m.
'Articles' the articles of association of the Company as amended from time to time
'Board' the board of Directors
'Close Associates' has the meaning ascribed to it under the Listing Rules
'Company' New World Department Store China Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange
'Director(s)' the director(s) of the Company
'Group' the Company and its subsidiaries from time to time
'HK$' Hong Kong dollars, the lawful currency of Hong Kong
'Hong Kong' the Hong Kong Special Administrative Region of the PRC
'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 the Shares in the manner as set out in resolution no. 5.(1) in the notice of the AGM
'Latest Practicable Date' 12 October 2015, being the latest practicable date prior
to the bulk-printing of this circular for ascertaining certain information contained herein
'Listing Rules' the Rules Governing the Listing of Securities on the Stock Exchange
'NWD' New World Development Company Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange and is the controlling Shareholder
'PRC' the People's Republic of China
'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 resolution no. 5.(2) in the notice of the AGM
'SFO' Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
'Share(s)' share(s) in the share capital of the Company, with a par value of HK$0.10 each (or such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)
'Shareholder(s)' the holder(s) of the Share(s)
'Stock Exchange' The Stock Exchange of Hong Kong Limited
'Takeovers Code' the Code on Takeovers and Mergers
'%' per cent
The English text of this circular shall prevail over the Chinese text.
Non-executive Directors:
Dr. Cheng Kar-shun, Henry (Chairman)
Mr. Au Tak-cheong
Ms. Ngan Man-ying, Lynda
Executive Directors:
Dr. Cheng Chi-kong, Adrian
Mr. Cheung Fai-yet, Philip (Managing Director)
Independent Non-executive Directors:
Mr. Cheong Ying-chew, Henry Mr. Chan Yiu-tong, Ivan
Mr. Tong Hang-chan, Peter Mr. Yu Chun-fai
Registered Office: Cricket Square Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111 Cayman Islands
Head office and principal place of business in Hong Kong:
7th Floor, 88 Hing Fat Street Causeway Bay
Hong Kong
16 October 2015
To the Shareholders
Dear Sir or Madam,
-
INTRODUCTION
The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the forthcoming AGM in relation to (i) the re-election of the retiring Directors; and (ii) granting of the Issue Mandate, the Repurchase Mandate and extension of the Issue Mandate. A notice of the AGM is set out on pages 12 to 16 in this circular.
-
RE-ELECTION OF THE RETIRING DIRECTORS
In accordance with articles 87(1) & 87(2) of the Articles, Mr. Au Tak-cheong, Mr. Cheong Ying-chew, Henry and Mr. Chan Yiu-tong, Ivan will retire by rotation at the AGM and, being eligible, offer themselves for re-election at the AGM. Information required to be disclosed under the Listing Rules in relation to the retiring Directors is set out in Appendix I to this circular.
-
ISSUE MANDATE AND REPURCHASE MANDATE
At the annual general meeting of the Company held on 18 November 2014, the Directors were granted general mandates to issue Shares and repurchase Shares. Each of such mandates will expire at the conclusion of the forthcoming AGM and the Directors would like to seek your approval to renew each of the mandates.
An ordinary resolution set out as resolution no. 5.(1) in the notice of the AGM will be proposed at the AGM to grant Issue Mandate to the Directors to allot and issue new Shares up to 20% of the total number of Shares in issue as at the date of the passing of the resolution. Such Issue Mandate will be extended by a separate resolution set out as resolution no. 5.(3) in the notice of the AGM by adding to the total number of Shares to be issued and allotted pursuant to the Issue Mandate the total number of the Shares repurchased by the Company pursuant to the Repurchase Mandate. The granting of the Issue Mandate will provide for flexibility to the Directors to issue Shares when it is in the interest of the Company.
At the AGM, another ordinary resolution set out as resolution no. 5.(2) in the notice of the AGM will be proposed to the Shareholders that the Directors be given a Repurchase Mandate to repurchase Shares up to 10% of the total number of Shares in issue as at the date of the passing of the resolution. An explanatory statement as required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix II to this circular.
-
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, 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 the proposed resolutions will be put to vote by way of a poll at the AGM. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
Subject to any special rights or restrictions as to voting for the time being attached to any Shares by or in accordance with the Articles, at any general meeting on a poll every Shareholder present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy shall have one vote for every fully paid Share of which he is the holder but so that no amount paid up or credited as paid up on a Share in advance of calls or installments is treated for the foregoing purposes as paid up on the Share.
-
PROXY
A proxy form for use at the AGM is enclosed herein. Whether or not you are able to attend the AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer agent of the Company in Hong Kong, Tricor Investor Services Limited of Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
- RECOMMENDATION
The Directors believe that the re-election of the retiring Directors, granting of the Issue Mandate and the Repurchase Mandate are all in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of all the relevant resolutions as set out in the notice of the AGM.
Your attention is drawn to the additional information as set out in the Appendices to this circular.
Yours faithfully,
For and on behalf of
New World Department Store China Limited Cheng Kar-shun, HenryChairman
The particulars of Mr. Au Tak-cheong, Mr. Cheong Ying-chew, Henry and Mr. Chan Yiu-tong, Ivan, the retiring Directors who offer themselves for re-election at the AGM, disclosed pursuant to Rule 13.74 of the Listing Rules are as follows:
Aged 63, has been a non-executive Director since June 2007 and is responsible for overseeing compliance of policy and procedures in relation to accounting matters of the Group. Mr. Au is also an executive director and the Head of the Finance and Accounts and senior management of NWD. He possesses over 30 years of experience in finance and accounting and treasury.
Except as disclosed above, Mr. Au did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group.
Mr. Au has renewed a service contract with the Company for a term of three years commencing on 1 July 2013 unless terminated by either party by one month prior written notice or any other period mutually agreed with the Board provided that such mutually agreed period shall not exceed 12 months or automatically terminated immediately upon ceasing to be a Director in accordance with (i) the Articles; (ii) the Companies Ordinance (Cap. 622, the Laws of Hong Kong); or (iii) any law, requirements, rules, regulations, practices and/or direction under the Listing Rules. He is subject to retirement by rotation in accordance with the Articles. Mr. Au's emoluments comprise 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 annually and with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition. For the year ended 30 June 2015, his emoluments comprised a director's fee of HK$100,000 from the Company.
Mr. Au does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders. As at 30 June 2015, Mr. Au has a personal interest in 1,877,770 underlying shares of NWD within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Au is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2) of the Listing Rules in connection with his re-eletction.
Mr. Cheong Ying-chew, HenryAged 67, has been an independent non-executive Director since June 2007. He is also a member of the audit committee and the remuneration committee of the Company. Mr. Cheong has over 30 years experience in the securities industry. He has been a director of the Worldsec Group of companies which he founded in 1991 together with The Bank of Tokyo-Mitsubishi UFJ, Ltd. in Japan (formerly known as 'The Mitsubishi Bank'). Mr. Cheong currently serves as an executive director and the deputy chairman of Worldsec Limited, a company listed on the London Stock Exchange. Prior to setting up the Worldsec Group in 1991, he was a director of James Capel (Far East) Limited for 5 years with overall responsibility of Far East sales. His earlier professional experience includes 11 years with Vickers da Costa Limited in Hong Kong, latterly as managing director. Mr. Cheong holds a Bachelor of Science (Mathematics) Degree from Chelsea College, University of London and a Master of Science (Operational Research and Management) Degree from Imperial College, University of London.
Mr. Cheong is an independent non-executive director of each of Cheung Kong Infrastructure Holdings Limited, Cheung Kong Property Holdings Limited, CNNC International Limited, Greenland Hong Kong Holdings Limited, Hutchison Telecommunications Hong Kong Holdings Limited, Skyworth Digital Holdings Limited and TOM Group Limited. He is also an independent director of BTS Group Holdings Public Company Limited, a company listed on the Stock Exchange of Thailand. Mr. Cheong was an independent non-executive director of each of CK Hutchison Holdings Limited (formerly known as 'Cheung Kong (Holdings) Limited') and Creative Energy Solutions Holdings Limited. Mr. Cheong was also previously a member of each of the Securities and Futures Appeals Tribunal and the Advisory Committee of the Securities and Futures Commission.
Except as disclosed above, Mr. Cheong did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group.
Mr. Cheong has renewed a service contract with the Company for a term of three years commencing on 1 July 2013 unless terminated by either party by one month prior written notice or any other period mutually agreed with the Board provided that such mutually agreed period shall not exceed 12 months or automatically terminated immediately upon ceasing to be a Director in accordance with (i) the Articles; (ii) the Companies Ordinance (Cap. 622, the Laws of Hong Kong); or (iii) any law, requirements, rules, regulations, practices and/or direction under the Listing Rules. He is subject to retirement by rotation in accordance with the Articles. Mr. Cheong's emoluments comprise 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 annually and with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition. For the year ended 30 June 2015, his emoluments comprised a director's fee of HK$200,000 from the Company.
Mr. Cheong does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders. As at 30 June 2015, Mr. Cheong does not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Cheong is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2) of the Listing Rules in connection with his re-election.
Aged 61, has been an independent non-executive Director since June 2007. He is also the chairman of the audit committee of the Company and a member of the remuneration committee of the Company. Mr. Chan has more than 20 years of audit and consulting experience with multinational and PRC corporations. He was the audit engagement partner for many of the B-share and H-share listings in the early 90s. In addition, Mr. Chan had been with a leading British merchant bank and an international accounting firm, specializing in mergers and acquisitions in the PRC. Mr. Chan graduated from the London School of Economics with a Bachelor of Science Degree in Economics.
Except as disclosed above, Mr. Chan did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group.
Mr. Chan has renewed a service contract with the Company for a term of three years commencing on 1 July 2013 unless terminated by either party by one month prior written notice or any other period mutually agreed with the Board provided that such mutually agreed period shall not exceed 12 months or automatically terminated immediately upon ceasing to be a Director in accordance with (i) the Articles; (ii) the Companies Ordinance (Cap. 622, the Laws of Hong Kong); or (iii) any law, requirements, rules, regulations, practices and/or direction under the Listing Rules. He is subject to retirement by rotation in accordance with the Articles. Mr. Chan's emoluments comprise 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 annually and with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition. For the year ended 30 June 2015, his emoluments comprised a director's fee of HK$200,000 from the Company.
Mr. Chan does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders. As at 30 June 2015, Mr. Chan does not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Chan is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2) of the Listing Rules in connection with his re-election.
This Appendix serves as the explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to provide you with the information necessary for your consideration of the Repurchase Mandate to be granted to the Directors.
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,686,145,000 Shares.
Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 168,614,500 Shares.
The Directors believe that it is in the best interests of the Company and the Shareholders that they should have a general authority from the Shareholders to enable the Company to repurchase Shares in the market at any appropriate time. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Articles and the applicable laws of Hong Kong and the Cayman Islands. The laws of Cayman Islands provide that the purchase of Shares may only be paid from the profits of the Company and/or out of the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debt as they fall due in the ordinary course of business.
There might be 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 for the year ended 30 June 2015) in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in each case and in the opinion of the Directors, are from time to time appropriate for the Company.
GENERALThe Directors have undertaken to the Stock Exchange that, so far as the same may be applied, they will exercise the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their Close Associates have any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, NWD directly held 1,218,900,000 Shares, representing an aggregate of approximately 72.29% interests in the issued share capital of the Company. Chow Tai Fook Enterprises Limited ('CTF') together with its subsidiaries held an aggregate of approximately 43.41% interests in NWD and is accordingly deemed to have interests in the Shares interested by NWD. Chow Tai Fook (Holding) Limited ('CTFH') held 100% direct interest in CTF and is accordingly deemed to have interests in the Shares interested by or deemed to be interested by CTF. Chow Tai Fook Capital Limited ('CTFC') held 78.58% direct interest in CTFH and is accordingly deemed to have interests in the Shares interested by or deemed to be interested by CTFH. Cheng Yu Tung Family (Holding II) Limited ('CYTFH-II') held 46.65% direct interest in CTFC and is accordingly deemed to have interests in the Shares interested by or deemed to be interested by CTFC. Cheng Yu Tung Family (Holdings) Limited ('CYTFH') held 48.98% direct interest in CTFC and is accordingly deemed to have interests in the Shares interested by or deemed to be interested by CTFC. Accordingly, NWD, CTF, CTFH, CTFC, CYTFH-II and CYTFH are deemed to be interested in the said 1,218,900,000 Shares. In the event that the Directors should exercise in full the Repurchase Mandate, the effective interests of NWD, CTF, CTFH, CTFC, CYTFH-II and CYTFH in the issued share capital of the Company would be increased to approximately 80.32%. The Directors do not intend to repurchase Shares to such an extent that the public float will fall below 25%. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any purchases made under the Repurchase Mandate.
|
distributed by
|
