Appendix Vi Statutory and General Information
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APPENDIX VI STATUTORY AND GENERAL INFORMATION A. FURTHER INFORMATION ABOUT THE COMPANY 1. Incorporation The Company was incorporated as an exempted company in Bermuda under the Companies Act on 18 October 2004. The Company has established, and registered under Part XI of the Companies Ordinance, its principal place of business in Hong Kong at 31/F, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong and has been registered with the Registrar of Companies in Hong Kong as an oversea company under Part XI of the Companies Ordinance. Mr. Sham Kar Wai and Mr. Chan Wai Mo, Alva have been appointed as the authorised representatives of the Company for acceptance of service of process in Hong Kong. The address for acceptance of service of process in Hong Kong of both Mr. Sham Kar Wai and Mr. Chan Wai Mo, Alva is 31/F, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong. As the Company was incorporated in Bermuda, it operates subject to Bermuda law and its constitutive documents comprising the Memorandum of Association and Bye- laws. A summary of certain parts of its constitution and relevant aspects of the Bermudan company law is set out in Appendix V to this prospectus. 2. Changes in share capital The authorised share capital of the Company as at the date of its incorporation was HK$100,000 divided into 100,000 shares of HK$1 each. On 19 October 2004, 44,805, 44,805 and 10,390 shares were allotted and issued nil-paid to 3WH Limited, Effective Convey Limited and the Selling Shareholder respectively as initial subscribers. Pursuant to written resolutions of the shareholders of the Company passed on 3 February 2005: (a) the capital of the Company was sub-divided from 100,000 shares of HK$1 each into 1,000,000 shares of HK$0.10 each; (b) the authorised share capital of the Company was increased from HK$100,000 to HK$300,000,000 by the creation of an additional 2,999,000,000 Shares; and (c) the Directors were authorised to credit as fully paid at par the aggregate 1,000,000 nil-paid Shares held by the initial subscribers, and to issue and allot 448,050, 448,050 and 103,900 new Shares to 3WH Limited, Effective Convey Limited and the Selling Shareholder respectively, in consideration of the transfer of the entire shareholding in ithk holdings limited to the Company. Save as aforesaid, there has been no alteration in the share capital of the Company since its incorporation. —VI-1— APPENDIX VI STATUTORY AND GENERAL INFORMATION 3. Written resolutions of the shareholders of the Company passed on 3 February 2005 Pursuant to the written resolutions of the shareholders of the Company passed on 3 February 2005: (a) the Company approved and adopted the Bye-laws; (b) conditional on the same conditions as stated in the section headed ‘‘Structure of the Offering — Conditions’’: (i) the Offering (including the Over-allotment Option) was approved and the Directors were authorised to allot and issue the New Shares and to approve the transfer of the Sale Shares pursuant thereto; (ii) the granting of the Pre-IPO Share Options was approved and the Directors were authorised to take all such steps as they consider necessary or desirable to implement such grant; and (iii) the rules of the Share Option Scheme were approved and adopted and the Directors were authorised to implement the same, grant options to subscribe for Shares thereunder and to allot, issue and deal with Shares pursuant thereto; (c) conditional on the share premium account of the Company being credited as a result of the issue of New Shares pursuant to the Offering, the Directors were authorised to capitalise the amount of HK$74,800,000 from the amount standing to the credit of the share premium account of the Company to pay up in full at par 748,000,000 Shares for allotment and issue to the person(s) whose name(s) appear(s) on the register of members of the Company at the close of business on 3 February 2005 (or as they may direct) pro-rata as nearly as possible without involving fractions to its/their then existing shareholdings in the Company; (d) a general unconditional mandate was given to the Directors to allot, issue and deal with, otherwise than pursuant to Shares issued as a result of a rights issue, scrip dividend or upon the exercise of the options to be granted pursuant to the Share Option Scheme or similar arrangement, Shares with an aggregate nominal value not exceeding (i) 20% of the aggregate nominal value of the share capital of the Company in issue and to be issued as mentioned herein (excluding Shares which may be issued pursuant to the exercise of the Over-allotment Option) and (ii) the aggregate nominal amount of Shares repurchased under the authority granted to the Directors as referred to in paragraph (e) below, until 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 or any applicable law of Bermuda to be held, or the revocation or variation by an ordinary resolution of the shareholders of the Company in a general meeting, whichever is the earlier; and —VI-2— APPENDIX VI STATUTORY AND GENERAL INFORMATION (e) a general unconditional mandate was given to the Directors authorising them to exercise all powers of the Company to repurchase Shares on the Stock Exchange or other stock exchange on which Shares may be listed and recognised by the SFC and the Stock Exchange for this purpose with an aggregate nominal value of not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue and to be issued as mentioned herein (excluding Shares which may be issued pursuant to the exercise of the Over-allotment Option), until 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 or any applicable law of Bermuda to be held, or the revocation or variation by an ordinary resolution of the shareholders of the Company in a general meeting, whichever is the earlier. Immediately following the Offering becoming unconditional and the issue of Shares as mentioned herein being made, but taking no account of any Shares which may be issued upon the exercise of the Over-allotment Option and any options that may be granted under the Share Option Scheme, the authorised share capital of the Company will be HK$300,000,000 divided into 3,000,000,000 Shares and the issued share capital will be HK$100,000,000 divided into 1,000,000,000 Shares, all fully paid or credited as fully paid and 2,000,000,000 Shares will remain unissued. Other than pursuant to the exercise of the Over-allotment Option and the Pre-IPO Share Options and any options which may be granted under the Share Option Scheme, there is no present intention to issue any of the authorised but unissued share capital of the Company and no issue of Shares which would effectively alter the control of the Company will be made without the prior approval of members in a general meeting. 4. Corporate reorganisation The companies in the Group underwent a reorganisation in preparation for the Listing which involved the following: (a) On 5 October 2004, (i) The Selling Shareholder converted a US$4,000,000 convertible note, issued by ithk holdings limited on 9 October 2003, into 2,078 new shares of US$1 each in the capital of ithk holdings limited (in addition to a final cash adjustment of not more than HK$1 million to be paid by ithk holdings Limited or, should the Listing fail to proceed, an issue of further Shares by the Company); and (ii) 3WH Limited and Effective Convey Limited each subscribed for 8,461 new shares of US$1 each in the capital of ithk holdings limited at par value; (b) On 19 October 2004, 3WH Limited, Effective Convey Limited and the Selling Shareholder subscribed, as initial subscribers, for the following number of nil- paid shares in the capital of the Company: 3WH Limited : 44,805 shares of HK$1 each Effective Convey Limited : 44,805 shares of HK$1 each The Selling Shareholder : 10,390 shares of HK$1 each —VI-3— APPENDIX VI STATUTORY AND GENERAL INFORMATION (c) On 3 February 2005, (i) the capital of the Company was sub-divided from 100,000 shares of HK$1 each into 1,000,000 Shares; and (ii) the authorised share capital of the Company was then increased from HK$100,000 to HK$300,000,000 by the creation of an additional 2,999,000,000 Shares; (d) On 5 February 2005, each of 3WH Limited, Effective Convey Limited and the Selling Shareholder transferred its entire shareholding in ithk holdings limited to the Company in consideration of: (i) the crediting of the nil-paid Shares held by 3WH Limited, Effective Convey Limited and the Selling Shareholder respectively, as fully paid; and (ii) the issue and allotment of new Shares, credited as fully paid, by the Company to 3WH Limited, Effective Convey Limited and the Selling Shareholder respectively as follows: 3WH Limited : 448,050 Shares Effective Convey Limited : 448,050 Shares The Selling Shareholder : 103,900 Shares 5. Changes in share capital of subsidiaries The Company’s subsidiaries are referred to in the Accountants’ Report, the text of which is set out in Appendix I to this prospectus.