Appendix Vii Statutory and General Information
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APPENDIX VII STATUTORY AND GENERAL INFORMATION A. FURTHER INFORMATION ABOUT OUR COMPANY 1. Incorporation Our Company was incorporated in the Cayman Islands as an exempted company with limited liability under the Cayman Islands Companies Law on 23 March 2007. We have established a place of business in Hong Kong at Office Unit 9, 13/F, Tower Two, Lippo Centre, No. 89 Queensway, Hong Kong and have been registered as an overseas company under Part XI of the Hong Kong Companies Ordinance under the same address. Mr. Wong Chi Keung has been appointed as our agent for the acceptance of service of process and notices under the same address. As we are incorporated in the Cayman Islands, our corporate structure, and our Memorandum of Association and Articles of Association are subject to the relevant laws of the Cayman Islands. A summary of the relevant provisions of our Memorandum of Association and Articles of Association and certain relevant aspects of Cayman Islands Companies Law are set out in the section headed “Summary of the Constitution of our Company and Cayman Islands Law” Appendix VI to this prospectus. 2. Changes in share capital As at the date of our incorporation, our authorised share capital was US$50,000 divided into 5,000,000 shares of par value US$0.01 (“US$ Share”). The following sets out the changes in our share capital since the date of our incorporation: (a) On 23 March 2007, one US$ Share was allotted and issued as fully paid to Mapcal Limited as the initial subscriber. (b) On 27 March 2007, a subscriber’s resolution was passed to re-denominate the authorised share capital from US$50,000 to HK$390,000 by the creation of 390,000 shares of par value HK$1.00 (“HK$ Share”). One HK$ Share was issued to Mapcal Limited and the one US$ Share held by Mapcal Limited was repurchased with the proceeds received from the issue of the one HK$ Share. The authorised but unissued share capital was reduced by the cancellation of 5,000,000 US$ Shares. (c) On 5 April 2007, the one HK$ Share held by Mapcal Limited was transferred to Poseidon at par value and our Company allotted and issued a further of nine HK$ Shares to Poseidon for a consideration of HK$9.00. (d) On 9 May 2007, Shareholders’ resolutions were passed to approve the subdivision of each HK$ Share to 100 Shares of par value HK$0.01. (e) On 29 June 2007, in consideration of the transfer of an aggregate of 10,000 shares in Hong Kong Dongxiang by Poseidon, MS I and MS II to our Company, 7,999,000 Shares, 1,890,000 Shares and 110,000 Shares, were allotted and issued credited as fully paid to Poseidon, MS I and MS II, respectively. (f) On 12 September 2007, Shareholders’ resolutions were passed to approve, among other things, (i) the increase of authorised share capital of our Company and (ii) the Capitalisation Issue, details of which are set out below. Assuming that the Global Offering becomes unconditional and the Offer Shares and the Shares under the Capitalisation Issue are issued and the Over-allotment Option and the options under the Pre- IPO Share Option Scheme are not exercised, our authorised share capital upon completion of the Capitalisation Issue and the Global Offering will be HK$100,000,000 divided into 10,000,000,000 VII-1 APPENDIX VII STATUTORY AND GENERAL INFORMATION Shares of HK$0.01 each of which 5,500,000,000 Shares will be allotted and issued as fully paid or credited as fully paid, and 4,500,000,000 Shares will remain unissued. On the basis that only the Over- allotment Option is exercised in full, 5,677,150,000 Shares will be allotted and issued as fully paid or credited as fully paid and 4,322,850,000 Shares will remain unissued. Other than pursuant to the exercise of the Over-allotment Option or any options granted under the Pre-IPO Share Option Scheme or 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, without the prior approval of the Shareholders at a general meeting, no issue of Shares will be made which would effectively alter the control of our Company. Save as disclosed in this Appendix, there has been no alteration in our share capital since the date of our incorporation. 3. Resolutions of our Shareholders Pursuant to the resolutions passed by our Shareholders at an extraordinary general meeting held on 12 September 2007: (a) The authorised share capital of our Company increased from HK$390,000 to HK$100,000,000 by the creation of 9,961,000,000 new Shares. (b) Our Company approved and adopted the Pre-IPO Share Option Scheme and our Directors were authorised subject to such conditions as set out in the Pre-IPO Share Option Scheme to grant options to subscribe for Shares thereunder and to allot, issue and deal with the Shares pursuant to the exercise of the options granted under the Pre-IPO Share Option Scheme and to take all such actions as they consider necessary and/or desirable to implement and give effect to the Pre-IPO Share Option Scheme. (c) The Articles of Association were approved and adopted with immediate effect. (d) Conditional upon the conditions for completion of the Global Offering being fulfilled: (i) the Global Offering and the Over-allotment Option were approved and our Directors were authorised to allot and issue the Offer Shares pursuant to the Global Offering and such number of Shares as may be allotted and issued upon the exercise of the Over-allotment Option; and (ii) the Share Option Scheme was approved and adopted and our Directors were authorised to grant options to subscribe for Shares thereunder and to allot, issue and deal with the Shares pursuant to the exercise of the options which may be granted under the Share Option Scheme and to take all such actions as they consider necessary and/or desirable to implement and give effect to the Share Option Scheme. (e) Subject to the share premium account of our Company having sufficient balance, or otherwise being credited as a result of the issue of Offer Shares pursuant to the Global Offering, our Directors are authorised to allot and issue a total of 4,309,000,000 Shares credited as fully paid at par to the holders of Shares on the register of members of our Company at the close of business on 12 September 2007 (or as they may direct) in proportion to their respective shareholdings (save that no Shareholder shall be entitled to be allotted or issued any fraction of a Share) by way of capitalisation of the sum of HK$43,090,000 standing to the credit of the share premium account of our Company, and VII-2 APPENDIX VII STATUTORY AND GENERAL INFORMATION the Shares to be allotted and issued pursuant to this resolution shall rank pari passu in all respects with the existing issued Shares (“Capitalisation Issue”). (f) A general unconditional mandate was granted to our Directors to allot, issue and deal with Shares with an aggregate nominal value not exceeding the sum of: (i) 20% of the aggregate nominal value of the share capital of our Company in issue immediately following the Global Offering and the completion of the Capitalisation Issue referred to in sub-paragraph (e) above; and (ii) the aggregate nominal amount of the share capital of our Company repurchased pursuant to the authority granted to our Directors referred to in sub-paragraph (f) below. This mandate does not cover Shares to be allotted, issued, or dealt with under a rights issue or upon the exercise of the Over-allotment Option or the options granted under the Pre-IPO Share Option Scheme or the options to be granted under the Share Option Scheme. Such mandate will expire: (i) at the conclusion of the next annual general meeting of our Company; (ii) at the end of the period within which the next annual general meeting of our Company is required to be held under the applicable laws or the Memorandum of Association and the Articles of Association; or (iii) when revoked or varied by ordinary resolution of our Shareholders at a general meeting of our Company, whichever occurs first. (g) A general unconditional mandate was given to our Directors to exercise all powers of our Company to repurchase Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the share capital of our Company in issue immediately following the Capitalisation Issue and the Global Offering (excluding Shares which may be allotted and issued under the Over-allotment Option or pursuant to the exercise of the options granted under the Pre-IPO Share Option Scheme or the options to be granted under the Share Option Scheme): This mandate only relates to repurchase made on the Stock Exchange or on any other stock exchange on which the Shares may be listed (and which is recognised by the SFC and the Stock Exchange for this purpose) and which are in accordance with all applicable laws and regulations. Such mandate will expire: (i) at the conclusion of the next annual general meeting of our Company; (ii) at the end of the period within which the next annual general meeting of our Company is required to be held under the applicable laws or Memorandum of Association and the Articles of Association; or (iii) when revoked or varied by ordinary resolution of our Shareholders at a general meeting of our Company; whichever occurs first.