Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
(Incorporated in Hong Kong with limited liability)
(Stock code: 345)
NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of Vitasoy International Holdings
Ltd. (the "Company") will be held at Harcourt Room, Lower
Lobby, Conrad Hong Kong, Pacific Place,
88 Queensway, Hong Kong on Tuesday, 28th August, 2012 at 3:00
p.m. for the following purposes:
1. To receive and adopt the audited Financial Statements and
the Reports of the Directors and Auditors for the year ended
31st March, 2012;
2. To approve the payment of a final dividend in respect of
the year ended 31st March, 2012;
3. (a) To re-elect Dr. the Hon. Sir David Kwok-po LI as an
Independent Non-executive Director; (b) To re-elect Mr. Jan
P. S. ERLUND as an Independent Non-executive Director;
(c) To authorise the Board of Directors of the Company to fix
the remuneration of the Directors;
4. To appoint Auditors and authorise the Directors to fix
their remuneration;
5. As special business, to consider and, if thought fit, to
pass with or without amendments, the following resolutions as
Ordinary Resolutions:
A. "THAT there be granted to the Directors of the Company an
unconditional general mandate to issue, allot and deal with
additional shares of HK$0.25 each in the capital of the
Company ("Shares"), and to make or grant offers, agreements
and options in respect thereof, subject to the following
conditions:
(a) such mandate shall not extend beyond the Relevant Period
(as defined below) save that the Directors of the Company may
during the Relevant Period make or grant offers, agreements
and options which might require the exercise of such powers
after the end of the Relevant
Period;
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(b) the aggregate nominal amount of share capital allotted or
agreed conditionally or unconditionally to be allotted
(whether pursuant to an option or otherwise) by the Directors
of the Company otherwise than pursuant to (i) a Rights Issue
(as defined below); (ii) any scrip dividend scheme or similar
arrangement providing for the allotment of Shares in lieu of
the whole or part of a dividend on Shares in accordance with
the Articles of Association of the Company; and (iii) an
issue of Shares pursuant to the exercise of any options which
may be granted under any option scheme or similar arrangement
for the time being adopted for the grant or issue to officers
and/or employees of the Company and/or any of its
subsidiaries of Shares or rights to acquire Shares, shall not
exceed the aggregate of (aa) 20% of the aggregate nominal
amount of the share capital of the Company in issue at the
date of passing of this resolution plus (bb) (if the
Directors of the Company are so authorised by a separate
ordinary resolution of the shareholders of the Company) the
nominal amount of share capital of the Company repurchased by
the Company subsequent to the passing of this resolution (up
to a maximum equivalent to 10% of the aggregate nominal
amount of the share capital of the Company in issue at the
date of passing this resolution), and the said approval shall
be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this
resolution until whichever is the earlier of:
(i) the conclusion of the next AGM;
(ii) the expiration of the period within which the next AGM
is required by the Articles of
Association of the Company or any applicable laws to be held;
and
(iii) the revocation or variation of this resolution by an
ordinary resolution of the shareholders of the Company in
General Meeting.
"Rights Issue" means an offer of Shares open for a period
fixed by the Directors of the Company made to holders of
Shares on the Register of the Company on a fixed record date
in proportion to their then holdings of 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 restriction
or obligation under the laws of, or the requirements of any
recognised regulatory body or any stock exchange in, or in
any territory outside, Hong Kong."
B. "THAT there be granted to the Directors of the Company an
unconditional general mandate to repurchase Shares, and THAT
the exercise by the Directors of the Company of all powers of
the Company to purchase Shares subject to and in accordance
with all applicable laws, rules and regulations be and is
hereby generally and unconditionally approved, subject to the
following conditions:
(a) such mandate shall not extend beyond the Relevant Period
(which shall have the same meaning for the purpose of this
resolution, mutatis mutandis, as given in paragraph (c) of
Resolution
5A set out in the Notice of AGM);
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(b) such mandate shall authorise the Directors of the Company
to procure the Company to repurchase Shares at such prices as
the Directors of the Company may at their discretion
determine; and
(c) the aggregate nominal amount of Shares repurchased or
agreed to be repurchased by the Company pursuant to paragraph
(a) of this resolution during the Relevant Period shall not
exceed 10% of the aggregate nominal amount of the share
capital of the Company in issue at the date of passing of
this resolution and the said approval shall be limited
accordingly."
C. "THAT, conditional upon the passing of Resolutions 5A and
5B set out in the Notice of AGM, the aggregate nominal amount
of the Shares which are repurchased by the Company pursuant
to and in accordance with Resolution 5B set out in the Notice
of AGM shall be added to the aggregate nominal amount of the
Shares which may be allotted or agreed, conditionally or
unconditionally, to be allotted by the Directors of the
Company pursuant to and in accordance with Resolution 5A set
out in the Notice of AGM".
D. "THAT the grant of options to subscribe for 2,822,000
Shares at an exercise price of HK$6.400 per Share to Mr.
Winston Yau-lai LO, the Executive Chairman and substantial
shareholder of the Company, subject to and in accordance with
the terms of the share option scheme adopted by the Company
on 4th September, 2002, be and is hereby approved; and THAT
any Director or the Company Secretary of the Company be and
is hereby authorised to do all such acts and execute all such
documents as may be necessary or expedient to give full
effect to such grant of options".
E. "THAT the new share option scheme of the Company ("New
Share Option Scheme"), the terms of which are contained in
the document marked "A" and produced to this meeting and for
the purposes of identification signed by the Chairman
thereof, be and is hereby approved and adopted, and with
effect from the date of the New Share Option Scheme becoming
unconditional and coming into effect, the Company's existing
share option scheme adopted on 4th September, 2002 be
cancelled and the Board of Directors of the Company (or any
committee thereof) be and is hereby authorised to do all such
acts and to enter into all such transactions, arrangements
and agreements as may be necessary or expedient in order to
give full effect to the New Share Option Scheme, including
but without limitation:
(a) to administer the New Share Option Scheme;
(b) to modify and/or amend the New Share Option Scheme from
time to time provided that such modification and/or amendment
is effected in accordance with the provisions of the New
Share Option Scheme relating to modification and/or
amendment;
(c) to allot and issue from time to time such number of
Shares as may fall to be issued pursuant to the exercise of
the options granted under the New Share Option Scheme,
provided always that such acts are done in compliance with
the Articles of Association of the Company and
the Rules Governing the Listing of Securities on the Stock
Exchange of Hong Kong Limited;
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(d) to make application at the appropriate time or times to
the Stock Exchange of Hong Kong Limited for listing of and
permission to deal in any Shares which may hereafter from
time to time fall to be issued pursuant to the exercise of
the options granted under the New Share Option Scheme;
and
(e) to consent, if it so deems fit and expedient, to such
conditions, modifications and/or variations as may be
required or imposed by the relevant authorities in relation
to the New Share Option Scheme."
By Order of the Board Paggie Ah-hing TONG Company
Secretary
Hong Kong, 19th July, 2012
Notes:
1. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
2. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited with the Company Secretary at the Registered Office of the Company at No. 1 Kin Wong Street, Tuen Mun, New Territories, Hong Kong not less than 48 hours before the appointed time for holding the AGM or any adjournment hereof (as the case may be).
3. The register of members of the Company will be closed as follows:
(a) For the purpose of determining shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 24th August, 2012 to Tuesday, 28th August, 2012, both days inclusive. In order to qualify for the right to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's Share Registrar, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 23rd August, 2012.
(b) For the purpose of determining shareholders who qualify for the final dividend, the register of members of the Company will be closed from Tuesday, 4th September, 2012 to Friday, 7th September, 2012, both days inclusive. In order to qualify for the final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's Share Registrar, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Monday, 3rd September, 2012.
As at the date of this announcement, Mr. Winston Yau-lai Lo and Mr. Laurence P. Eisentrager are executive Director s. Ms. Myrna Mo-ching Lo and Ms. Yvonne Mo-ling Lo are non-executive Directors. Dr. the Hon. Sir David Kwok-po Li, Mr. Iain F. Bruce, Mr. Jan P. S. Erlund and Mr. Valiant Kin-piu Cheung are
independent non-executive Directors.
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