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65581_chen_hsong_cir.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about 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 Chen Hsong Holdings Limited, you should at once hand
this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or
other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this circular, make no representation as to its accuracy or completeness andexpressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the wholeor any part of the contents of this circular.
CHEN HSONG HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability) (Stock Code: 00057)
PROPOSALS FOR GENERAL MANDATES
TO REPURCHASE SHARES AND ISSUE NEW SHARES
RE-ELECTION OF DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Chen Hsong Holdings Limited (the “Company”) to be
held on Monday, 27 August 2012 at 4:00 p.m. at 35th Floor, Central Plaza, 18 Harbour Road, Wanchai,
Hong Kong is set out on pages 13 to 16 of this circular.
A form of proxy for use at the Annual General Meeting of the Company is enclosed. Whether or not you areable to attend the Annual General Meeting of the Company in person, you are requested to complete the formof proxy in accordance with the instructions printed thereon and return it to the Company’s branch shareregistrars in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, HongKong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding ofthe meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude youfrom attending and voting at the meeting, if you so wish.
CONTENTS
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share Issue Mandate and Extension of Share Issue Mandate . . . . . . . . . . . . . . . . . . . . .
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors’ Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Appendix I
Explanatory Statement on the Share Repurchase Mandate . . . . . . . . . . . . .
Appendix II –
Information on Retiring Directors Proposed for Re-election . . . . . . . . . . . .
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFINITIONS
In this circular, unless the content otherwise requires, the following expressions have the following the notice convening the Annual General Meeting as set out on the annual general meeting of the Company to be held on Monday, 27 August 2012 at 4:00 p.m. at 35th Floor, Central Plaza, 18 has the meaning ascribed thereto in the Listing Rules Chen Hsong Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on a general mandate proposed to be granted to the Directors to extend the Share Issue Mandate by adding those Shares that may be repurchased under the Share Repurchase Mandate in the manner as Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People’s 9 July 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein the Rules Governing the Listing of Securities on the Stock Securities and Futures Ordinance (Chapter 571 of the laws of Hong ordinary share(s) of HK$0.10 each in the capital of the Company DEFINITIONS
a general mandate proposed to be granted to the Directors to allot, issue and deal with additional Shares in the manner as set out in the a general mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares in the the Code on Takeovers and Mergers approved by the Securities and LETTER FROM THE BOARD
CHEN HSONG HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability) (Stock Code: 00057)
Ms. Lai Yuen CHIANG (Chief Executive Officer) Independent Non-executive Directors: PROPOSALS FOR GENERAL MANDATES
TO REPURCHASE SHARES AND ISSUE NEW SHARES
RE-ELECTION OF DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information on matters to be dealt with at the Annual General Meeting of the Company, including (i) grant of the Share Repurchase Mandate; (ii) grant of the Share Issue Mandate and the Extension of Share Issue Mandate; and (iii) re-election of Directors; and to LETTER FROM THE BOARD
SHARE REPURCHASE MANDATE
At the annual general meeting of the Company held on 26 August 2011, a general mandate was given to the Directors to exercise the powers of the Company to repurchase Shares up to but not exceeding 10% of the aggregate nominal amount of the share capital in issue as at that date. Up to the Latest Practicable Date, no Shares was repurchased by the Company pursuant to such general mandate. Such mandate will lapse at the conclusion of the Annual General Meeting in accordance with the terms thereof. An ordinary resolution no. 5 as set out in the AGM Notice will be proposed at the Annual General Meeting to grant the Share Repurchase The explanatory statement, as required by the Listing Rules and as set out in Appendix I to this circular, is to provide the requisite information to you for your consideration of the proposal to authorize the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the ordinary resolution no. 5 as set out in the AGM Notice.
Based on the 629,255,600 Shares in issue as at the Latest Practicable Date, and assuming no changes to the issued share capital of the Company from the Latest Practicable Date up till the date of the Annual General Meeting, the maximum number of Shares that can be repurchased by the Company under the Share Repurchase Mandate is 62,925,560 Shares.
SHARE ISSUE MANDATE AND EXTENSION OF SHARE ISSUE MANDATE
At the Annual General Meeting, an ordinary resolution no. 6 as set out in the AGM Notice will be proposed to grant to the Directors a general mandate to allot, issue and deal with additional Shares up to an amount not exceeding 20% of the issued share capital of the Company at the date of passing of such resolution. Such mandate will give the Board greater flexibility to issue securities when it is in the interests of Based on the 629,255,600 Shares in issue as at the Latest Practicable Date, and assuming no changes to the issued share capital of the Company from the Latest Practicable Date up till the date of the Annual General Meeting, the maximum number of Shares that can be allotted and issued by the Company under the Share Issue Mandate is 125,851,120 Shares.
In addition, subject to the Shareholders granting the Directors the Shares Repurchase Mandate and the Share Issue Mandate, an ordinary resolution no. 7 as set out in the AGM Notice will also be proposed at the Annual General Meeting to grant to the Directors the Extension of Share Issue Mandate, which provides that the Share Issue Mandate will be extended by the total amount of Shares in the capital of the Company which are repurchased by the Company under the Share Repurchase Mandate.
RE-ELECTION OF DIRECTORS
In accordance with Bye-law 189 (viii) of the Bye-Laws, Ms. Lai Yuen CHIANG, Mr. Sam Hon Wah NG and Mr. Johnson Chin Kwang TAN will retire from office by rotation and, being eligible, offer themselves for re-election at the Annual General Meeting.
LETTER FROM THE BOARD
The particulars of the three retiring Directors who have offered themselves for re-election at the Annual General Meeting that are required to be disclosed under the Listing Rules are set out in Appendix II The Company has received from each independent non-executive Director an annual confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee assessed and reviewed the individual Director’s annual confirmation of independence and considered all independent non- executive Directors (including Mr. Johnson Chin Kwang TAN to be re-elected at the Annual General Meeting) remained independent within the definition of the Listing Rules.
The Nomination Committee (comprised all independent non-executive Directors) nominated and the Board recommended Ms. Lai Yuen CHIANG, Mr. Sam Hon Wah NG and Mr. Johnson Chin Kwang TAN to stand for re-election as Directors at the Annual General Meeting. The re-election of the three retiring Directors will be individually voted on by the Shareholders at the Annual General Meeting.
Mr. Johnson Chin Kwang TAN has served as an independent non-executive Director of the Company for more than nine years. The Board was satisfied that there are no relationships or circumstances which are likely to affect Mr. Tan’s judgement and any relationships or circumstances which could appear to do so were considered not to be material. The Board is of the opinion that Mr. Tan has been and continues to be independent and recommends the Shareholders to vote for the re-election of Mr. Tan as an independent non- executive Director at the Annual General Meeting.
DIRECTORS’ FEES
The Board has resolved to establish the Nomination Committee on 1 March 2012 comprising four independent non-executive Directors, namely Mr. Johnson Chin Kwang TAN, Mr. Anish LALVANI, Mr. Bernard Charnwut CHAN and Mr. Michael Tze Hau LEE. Mr. Johnson Chin Kwang TAN is the committee chairman. Each independent non-executive Director acting as chairman and member of the Nomination Committee shall be entitled to an additional annual director’s fee of HK$30,000 and HK$15,000 The Board has also resolved to establish the Corporate Governance Committee on 1 March 2012 comprising four independent non-executive Directors, namely Mr. Michael Tze Hau LEE, Mr. Johnson Chin Kwang TAN, Mr. Anish LALVANI and Mr. Bernard Charnwut CHAN, and the Executive Director Mr. Sam Hon Wah NG. Mr. Michael Tze Hau LEE is the committee chairman. Each independent non-executive Director acting as chairman and member of the Corporate Governance Committee shall be entitled to an additional annual director’s fee of HK$40,000 and HK$20,000 respectively.
Details of the Directors’ fee for the year ended 31 March 2012 is set out in note 9 to the financial statements in the 2012 Annual Report of the Company. The proposed resolutions no. 3 as set out in the AGM Notice regarding, inter alia, the determination of the Directors’ fees for the year ending 31 March 2013 at an aggregate sum of not exceeding HK$1,200,000 will be put forward at the Annual General Meeting for the LETTER FROM THE BOARD
ANNUAL GENERAL MEETING
The AGM Notice is set out on pages 13 to 16 of this circular. A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrars in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof.
Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting, if you so wish.
All resolutions set out in the AGM Notice will be put to vote by way of poll at the Annual General Meeting pursuant to Rule 13.39(4) of the Listing Rules. After the conclusion of the Annual General Meeting, the results of the poll will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.chenhsong.com.hk.
RECOMMENDATION
The Board considers that the granting of the Share Repurchase Mandate, the Share Issue Mandate, the Extension of Share Issue Mandate and the re-election of Directors are in the best interests of the Company and the Shareholders and accordingly recommends all the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Chen Hsong Holdings Limited
Chen CHIANG
APPENDIX I
EXPLANATORY STATEMENT
ON THE SHARE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Share Repurchase Mandate. REASONS FOR SHARE REPURCHASE
The Board believes that the proposed granting of the Share Repurchase Mandate is in the interests of Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. The Directors are seeking the granting of the Share Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 629,255,600 Subject to the passing of the ordinary resolution no. 5 set out in the AGM Notice and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Share Repurchase Mandate to repurchase up to a maximum of 62,925,560 Shares (representing 10% of the issued share capital of the Company as at the Latest Practicable Date) during the period in which the Share Repurchase Mandate remains in force.
FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Bye-laws, the laws of Bermuda and other applicable The Company is empowered by its memorandum of association and the Bye-laws to repurchase the Shares. The laws of Bermuda provide that repurchase of shares may only be paid out of either the capital paid up on the relevant shares, or the funds of the company which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of funds of the company which would otherwise be available for dividend or distribution or out of the share premium account of the company before the shares are APPENDIX I
EXPLANATORY STATEMENT
ON THE SHARE REPURCHASE MANDATE
IMPACT ON THE WORKING CAPITAL OR GEARING POSITION OF THE COMPANY
It is envisaged that the exercise in full of the Share Repurchase Mandate during the proposed repurchase period might have a material adverse impact on the working capital position or gearing position of the Company as compared with the position disclosed in the Company’s audited financial statements for the year ended 31 March 2012. However, the Directors expect to exercise the Share Repurchase Mandate if and to such extent only as they are satisfied that the exercise thereof will not have such a material adverse impact.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchase pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.
No connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, and no such person has undertaken not to do so in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
EFFECT OF THE TAKEOVERS CODE
If, on the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, 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, 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.
As at the Latest Practicable Date, Chen Hsong Investments Limited (“CHI”), Chiangs’ Industrial Holdings Limited (“CIH”) and Cititrust (Bahamas) Limited (“CBL”), being the substantial shareholders (as defined in the Listing Rules) of the Company, were interested in the same parcel of 398,013,620 Shares, representing approximately 63.25% of the issued share capital of the Company; and if the Directors exercise in full the power to repurchase Shares under the Share Repurchase Mandate up to 10% of the issued capital of the Company, the shareholdings held by CHI, CIH and CBL shall be increased to approximately 70.28% of the issued share capital of the Company. To the best knowledge of the Directors, the Board believes that such an increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code.
The Board will take reasonable steps to ensure that the Company will maintain a 25% public float as required Apart from the aforesaid, the Board is not aware of any consequences which would arise under the Takeovers Code as a result of any repurchases of Shares pursuant to the Share Repurchase Mandate.
APPENDIX I
EXPLANATORY STATEMENT
ON THE SHARE REPURCHASE MANDATE
MARKET PRICES OF SHARES
The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows: SHARE REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any Shares, whether on the Stock Exchange or otherwise, in the six months preceding the Latest Practicable Date.
APPENDIX II
INFORMATION ON RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION
The followings are the details (as required by the Listing Rules) of the Directors, who will retire and, being eligible, offer themselves for re-election at the Annual General Meeting. Ms. Lai Yuen CHIANG, BA, aged 46, joined the Group in 1988 and was appointed a Director of the
Company in 2000. She is also the Chief Executive Officer of the Company and is responsible for the management and business development of the Group. Ms. Chiang is the daughter of Dr. Chen CHIANG, Chairman, Executive Director and substantial shareholder (deemed interest by virtue of the SFO as may be regarded as founder of a discretionary trust) of the Company and the sister of Mr. Chi Kin CHIANG, Executive Director of the Company. Ms. Chiang holds directorships in various subsidiaries of the Company and is a Director of Chen Hsong Investments Limited (“CHI”), a substantial shareholder of the Company. She holds a bachelor degree of Arts from Wellesley College, U.S.A. and has extensive experience in production management, sales and marketing. Ms. Chiang is an Independent Non-executive Director of Hang Seng Bank Limited (listed on the Stock Exchange). She is also a standing committee member of the Shenzhen Committee of Chinese People’s Political Consultative Conference, Vice-Chairman of the Federation of Shenzhen Industries and Vice-President of China Shenzhen Machinery Association. Ms. Chiang is also the Vice-President of The Toys Manufacturers’ Association of Hong Kong, a member of the Standing Committee on Directorate Salaries and Conditions of Service of The Government of the Hong Kong SAR and a member of the Council of The Hong Kong University of Science and Technology. Ms. Chiang was awarded the “Young Industrialist Awards of Hong Kong” by the Federation of Hong Kong Industries in 2004. Save as aforesaid, Ms. Chiang had not held any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Ms. Chiang entered into a service agreement with the Company for a term of three years commencing from 1 April 2010. The basic remuneration of Ms. Chiang is HK$2,756,400 per annum (before temporary reduction) under the service agreement. Due to the adverse effects of the global financial tsunami in late 2008, Ms. Chiang voluntarily agreed to effect a temporary reduction of 30% of her basic remuneration with effect from 1 December 2008 until the business of the Group recovers and when the executive directors of the Company consider appropriate. In view of the global economy started and continued to recover from the financial tsunami and the business operations of the Group had become stable, Ms. Chiang agreed to change the rate of temporary reduction of her basic remuneration to 10% with effect from 1 March 2010. Her basic remuneration will be resumed to the original level when the executive directors of the Company consider appropriate. Under the service agreement, Ms. Chiang is also entitled to additional cash bonus upon achieving certain performance targets, discretionary bonus and mandatory provident fund contributed by employer. Her emoluments were determined by reference to her qualification, experience, duties and performance, the profitability of the Group as well as the prevailing market conditions.
As at the Latest Practicable Date, according to the register maintained by the Company pursuant to section 352 of the SFO, Ms. Chiang has a personal interest of 5,000,000 Shares. Ms. Chiang is deemed to be interest in 7,823,700 shares in CHI under the SFO by virtue of her being one of the eligible beneficiaries of The Chiangs’ Family Foundation, which holds 11.85% interest in the issued share capital of CHI. Save as disclosed above, Ms. Chiang has no relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.
There is no other information relating to Ms. Chiang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters which need to be brought to the attention of the Shareholders in respect of Ms. Chiang’s re-election.
APPENDIX II
INFORMATION ON RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION
Mr. Sam Hon Wah NG, BSc Econ, MBA, MAF, DBA, ACA, FCPA, aged 52, joined the Group in
2002 and was appointed a Director of the Company in 2003. Mr. Ng holds directorships in certain subsidiaries of the Company. Prior to joining the Group, Mr. Ng was engaged in financial management with several multinational companies. He has extensive cross-border financial management, mergers and acquisitions, and corporate development experience. Mr. Ng is responsible for managing special projects and corporate governance of the Group. He holds an honour degree in Economics at the London School of Economics (University of London), a master degree of Applied Finance at the Macquarie University (Australia), an MBA degree from The City University Business School (England) and a Doctor of Business Administration degree from the University of Newcastle (Australia). Mr. Ng is a Chartered Accountant, an associate member of The Institute of Chartered Accountants in England & Wales, and a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. Ng had not held any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong Mr. Ng entered into a service agreement with the Company for a term of three years commencing from 5 August 2011. The basic remuneration of Mr. Ng is HK$1,260,000 per annum (before temporary reduction) under the service agreement. Due to the adverse effects of the global financial tsunami in late 2008, Mr. Ng voluntarily agreed to effect a temporary reduction of 20% of his basic remuneration with effect from 1 December 2008 until the business of the Group recovers and when the executive directors of the Company consider appropriate. In view of the global economy started and continued to recover from the financial tsunami and the business operations of the Group had become stable, Mr. Ng agreed to change the rate of temporary reduction of his basic remuneration to 10% with effect from 1 March 2010. His basic remuneration will be resumed to the original level when the executive directors of the Company consider appropriate.
Under the service agreement, Mr. Ng is also entitled to discretionary bonus and mandatory provident fund contributed by employer. His emoluments were determined by reference to his qualification, experience, duties and performance, the profitability of the Group as well as the prevailing market conditions.
As at the Latest Practicable Date, according to the register maintained by the Company pursuant to section 352 of the SFO, Mr. Ng has a personal interest of 334,000 Shares. Mr. Ng has no relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.
There is no other information relating to Mr. Ng that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters which need to be brought to the attention of the Shareholders in respect of Mr. Ng’s re-election.
APPENDIX II
INFORMATION ON RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION
Mr. Johnson Chin Kwang TAN, BA, BSSc, aged 51, was appointed Independent Non-executive
Director of the Company in 2001. Mr. Tan is currently a Director of IB Partners Pte Limited. Mr. Tan has over 20 years experience in investment banking based out of New York, Hong Kong and Singapore. He had held various roles with leading financial institutions including JP Morgan, UBS Warburg, Macquarie and BNP Paribas Capital (Singapore) Limited where he was the Chief Executive Officer and regional head for their South East Asia corporate finance business. He has advised major corporations and government authorities across the region. During the period from 9 September 2005 to 7 November 2006, Mr. Tan was an independent director of Pacific Internet Limited, a company listed on the NASDAQ Stock Market. Mr. Tan graduated from the National University of Singapore and was a recipient of the Lim Tay Boh gold medal and NUS Economics Society Book Prize. Save as aforesaid, Mr. Tan had not held any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong By a letter of appointment between the Company and Mr. Tan, Mr. Tan has been appointed for a specific term of three years and is subject to retirement by rotation and re-election at the Company’s annual general meeting at least once every three years in accordance with the Bye-laws. He is entitled to an annual director’s fee of HK$120,000 and additional annual fees of HK$95,000 (HK$30,000 as chairman of the Nomination Committee, HK$30,000 as member of the Audit Committee, HK$15,000 as member of the Remuneration Committee and HK$20,000 as member of the Corporate Governance Committee), which were determined by the Board with reference to the market conditions and his duties and responsibilities.
As at the Latest Practicable Date, according to the register maintained by the Company pursuant to section 352 of the SFO, Mr. Tan has a personal interest of 484,000 Shares. Mr. Tan has no relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.
There is no other information relating to Mr. Tan that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters which need to be brought to the attention of the Shareholders in respect of Mr. Tan’s re-election.
NOTICE OF ANNUAL GENERAL MEETING
CHEN HSONG HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability) (Stock Code: 00057)
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Chen Hsong Holdings Limited
(the “Company”) will be held on Monday, 27 August 2012 at 4:00 p.m. at 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the following purposes: To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 March 2012; To approve the payment of final dividend recommended by the board of directors for the year To re-elect the retiring directors and to determine the directors’ fees for the year ending 31 March 2013 at an aggregate sum of not exceeding HK$1,200,000; To re-appoint Ernst & Young as auditors and to authorize the board of directors to fix their As special business, to consider and, if thought fit, pass, with or without modifications, the following resolutions as ordinary resolutions of the Company: “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 repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange (as applicable) as amended from time to time, be and is hereby generally and unconditionally approved; the approval in paragraph (a) of this resolution shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors on behalf of the Company during the Relevant Period to repurchase its shares at a price NOTICE OF ANNUAL GENERAL MEETING
the aggregate nominal amount of shares of the Company which may be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in 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 “Relevant Period” means the period from the passing of this resolution until whichever is the conclusion of the next annual general meeting of the Company; the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Company’s Bye-laws to be “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 share capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which 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 to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during and/or after the end of the 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 pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any option granted under any share option scheme adopted by the Company; or (iii) an issue of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to any scrip dividend or other similar arrangement implemented in accordance with the Bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution, and the said approval shall be limited accordingly; and NOTICE OF ANNUAL GENERAL MEETING
“Relevant Period” means the period from the passing of this resolution until whichever is the conclusion of the next annual general meeting of the Company; the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Company’s Bye-laws to be “Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors 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 “THAT conditional upon the passing of the ordinary resolutions nos. 5 and 6 set out in the
notice convening this meeting, the general mandate granted to the directors of the Company pursuant to resolution no. 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of the total nominal amount of shares in the capital of the Company which are repurchased by the Company pursuant to the resolution no. 5 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of Chen Hsong Holdings Limited
Alice Sin Ping LIP
NOTICE OF ANNUAL GENERAL MEETING
For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Friday, 24 August 2012 to Monday, 27 August 2012, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to be eligible to attend and vote at the meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrars in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 23 August 2012.
The proposed final dividend recommended by the board of directors of the Company is subject to the passing of an ordinary resolution by the members of the Company at the meeting. The record date for entitlement to the proposed final dividend is Wednesday, 5 September 2012. For determining the entitlement to the proposed final dividend, the Register of Members of the Company will be closed from Monday, 3 September 2012 to Wednesday, 5 September 2012, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrars in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 31 August 2012.
Any member of the Company entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. On a poll, votes may be given either personally (or, in the case of a member being a corporation, by its duly authorized representative) or by proxy. A member may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company’s branch share registrars in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting, and in default the instrument of proxy shall not be treated as valid. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
Each of the above resolutions will be put to vote by way of poll at the meeting.
Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
Further details as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited are set out in the circular to the shareholders of the Company dated 13 July 2012.
Shareholders are requested to telephone the Company’s hotline on (852) 2663 7851 for arrangements of the meeting in the event that a No. 8 (or above) typhoon or black rainstorm warning is hoisted on the day of meeting.
As at the date of this notice, the executive directors of the Company are Dr. Chen CHIANG, Ms. Lai Yuen CHIANG, Mr. Chi Kin CHIANG, Mr. Stephen Hau Leung CHUNG and Mr. Sam Hon Wah NG, and the independent non- executive directors of the Company are Mr. Johnson Chin Kwang TAN, Mr. Anish LALVANI, Mr. Bernard Charnwut

Source: http://www.chenhsong.com.hk/en/pdf/circular/e-AGM%20Circular.pdf

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