ORIENT OVERSEAS (INTERNATIONAL) LIMITED 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 Orient Overseas (International) Limited, you should at once hand this circular and the proxy form to the purchaser or transferee or to the bank, stockbroker 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.
東方海外 (國際) 有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 316)The notice convening the annual general meeting of Orient Overseas (International) Limited (the "Company") to be held on 29th April 2016 at 10:00 a.m. at Dynasty Room, 7th Floor, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong (the "AGM") is set out on pages 82 to 85 of this circular (the "Circular"). A proxy form for use by the shareholders of the Company (the "Shareholders") at the AGM is also enclosed with this Circular.
Whether or not you intend to attend the AGM in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and deposit the same with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for 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.
* For identification purpose only
24th March 2016
Page
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . 7 APPENDIX II - DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 APPENDIX III - NEW BYE-LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . 82- i -
東方海外 (國際) 有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 316)Mr. TUNG Chee Chen
(Chairman, President and Chief Executive Officer)
Mr. TUNG Lieh Cheung Andrew Mr. TUNG Lieh Sing Alan
(Chief Financial Officer)
Professor Roger KING
Mr. Simon MURRAY
Mr. CHOW Philip Yiu Wah
Professor WONG Yue Chim Richard Mr. CHENG Wai Sun Edward
Mr. KWOK King Man Clement
Principal Office:33rd Floor
Harbour Centre
25 Harbour Road Wanchai
Hong Kong
Clarendon House 2 Church Street Hamilton HM11 Bermuda
24th March 2016
To the Shareholders
Dear Sir or Madam,
At the last annual general meeting of the Company held on 30th April 2015, resolutions were passed granting the directors of the Company (the "Directors") general mandates to issue shares and to repurchase shares of the Company. Such general mandates will lapse at the
* For identification purpose only
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conclusion of the AGM. No shares have been repurchased and no shares have been allotted, issued or otherwise dealt with by the Company pursuant to these mandates. It is proposed that at the AGM, the Directors be granted general mandates to issue shares and to repurchase shares of the Company.
The purpose of this Circular is to set out the information and to seek your approval in relation to the proposed general mandates to issue and to repurchase shares of the Company, and the re-election of Directors and the adoption of the new Bye-laws of the Company.
An ordinary resolution will be proposed at the AGM to give a general and unconditional mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with, at any time until the conclusion of the next annual general meeting following the passing of the relevant resolution, or such earlier period as stated in the ordinary resolution of the Shareholders in general meeting (the "Relevant Period"), shares of all classes in the capital of the Company and securities convertible into shares and options, warrants or similar rights to subscribe for or purchase any share in the capital of the Company or such convertible securities (the "Shares" or "Share" as the case may be) and to make, issue or grant offers, agreements, options or warrants which will or might require the exercise of such mandate either during or after the Relevant Period, up to 20 percent of the aggregate number of Shares of the Company in issue at the date of passing of the resolution (the "Securities Issue Mandate"). On the basis that no further ordinary shares will be issued prior to the AGM, the Directors would be authorised under the Securities Issue Mandate to issue the Shares up to a limit of 125,158,659 ordinary shares of the Company.
Another ordinary resolution will be proposed at the AGM to give a general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase the Shares during the Relevant Period of up to a maximum of 10 percent of the aggregate number of Shares of the Company in issue at the date of passing of the resolution (the "Securities Repurchase Mandate").
In addition, an ordinary resolution will be proposed to authorise the extension of the Securities Issue Mandate, if passed, to increase the limit of the Securities Issue Mandate by adding to it the number of the Shares repurchased under the Securities Repurchase Mandate.
To keep in line with current corporate practice, resolutions will be proposed to renew these mandates and an explanatory statement providing information regarding the Securities Repurchase Mandate as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") is set out in Appendix I to this Circular.
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OOIL - Orient Overseas (International) Limited issued this content on 24 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 March 2016 09:45:52 UTC
Original Document: http://www.ooilgroup.com/newsroom/informationtoshareholders/2016/Documents/e_Circular.pdf
