THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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 Neptune Group 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 the transfer was effected for onward transmission to the purchaser or the
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.
NEPTUNE GROUP LIMITED
海王國際集團有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00070)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
EXTENSION OF GENERAL MANDATE TO ISSUE SHARES,
RE-ELECTION OF DIRECTORS,
ADOPTION OF THE NEW ARTICLES OF ASSOCIATION
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at Basement 2, Unicorn & Phoenix
Room, the Charterhouse Causeway Bay, 209-219 Wanchai Road, Hong Kong on 28 November 2014 at 2:30
p.m. is set out on pages 35 to 39 of this circular. Whether or not you are able to attend the meeting, you are
requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon
as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting
or any adjournment thereof to the office of the Company’s share registrar and transfer office in Hong Kong,
Computershare Hong Kong Investor Services Limited of Room 1712-16, 17th Floor, Hopewell Centre, 183
Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from
attending and voting in person at the meeting should you so wish.
This notice will be published on the website of The Stock Exchange of Hong Kong Limited at
http://www.hkexnews.hk and is available for reference on the website of the Company at
http://www.neptunegroup.com.hk.
31 October 2014
CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Issue Mandate, Repurchase Mandate and Extension Mandate. . . . . . . . . . . . . . .
4
Proposed Adoption of the New Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Appendices
I.
Details of Directors Proposed to be Re-elected at the AGM . . . . . . . . . . .
9
II.
Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . . .
11
III. Major Changes of the Existing Articles Introduced
by the New Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
–i–
DEFINITIONS
In this Circular, unless the context otherwise requires, the following expressions have the
following meanings:
“AGM”
the annual general meeting of the Company convened to
be held at Basement 2, Unicorn & Phoenix Room, the
Charterhouse Causeway Bay, 209-219 Wanchai Road,
Hong Kong on 28 November 2014 at 2:30 p.m.
“Articles”
the articles of association of the Company, as amended
from time to time
“associate(s)”
has the meaning ascribed to it under the Listing Rules
“Board”
the board of Directors
“Company”
Neptune Group Limited, a company incorporated in the
Hong Kong with limited liability and the issued shares of
which are listed on the Main Board
“connected person(s)”
has the meaning ascribed to it under the Listing Rules
“Director(s)”
director(s) of the Company
“Existing Articles”
the existing articles of association of the Company as
adopted by special resolutions dated 9th February 1973
and amended by special resolutions passed on 15th
September 1983, 15th December 1988, 23 rd October
2000, 24 th May 2004, 30 th November 2004, 25 th
November 2005 and 24th November 2006, respectively
“Extension Mandate”
a general mandate to the Directors to the effect that any
Shares repurchased under the Repurchase Mandate will
be added to the total number of Shares which may be
allotted and issued under the Issue Mandate
“Group”
the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the
People’s Republic of China
–1–
DEFINITIONS
“Issue Mandate”
a general mandate to the Directors to exercise the power
of the Company to allot, issue and deal with additional
Shares up to a maximum of 20% of the aggregate nominal
amount of the share capital of the Company in issue as at
the date of passing of the relevant resolution at the AGM
“Latest Practicable Date”
24 October 2014, being the latest practicable date prior to
the printing of this circular for ascertaining certain
information contained herein
“Listing Rules”
the Rules Governing the Listing of Securities on the Main
Board
“Main Board”
the Main Board of the Stock Exchange
“Memorandum”
the memorandum of association of the Company, as
amended from time to time
“New Articles”
the proposed new articles of association of the Company
to be adopted by the Company at the AGM, the major
changes from of Existing Articles introduced the New
Articles are set out in Appendix III of this circular
“Repurchase Mandate”
a general mandate to the Directors to enable them to
repurchase the Shares of an aggregate nominal amount
not exceeding 10% of the aggregate nominal amount of
the share capital of the Company in issue as at the date of
passing of the relevant resolution at the AGM
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong)
“Share(s)”
ordinary share(s) of HK$0.01 each in the share capital of
the Company
“Shareholder(s)”
holder(s) of the Share(s)
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Takeovers Code”
the Code on Takeovers and Mergers
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“%”
per cent.
–2–
LETTER FROM THE BOARD
(Stock Code: 00070)
Executive Directors:
Mr. Danny Xuda Huang
Mr. Nicholas J. Niglio
Mr. Chan Shiu Kwong, Stephen
Mr. Lin Chuen Chow, Andy
Registered Office:
Room 3328C, 33th Floor
China Merchants Tower
Shun Tak Centre
168-200 Connaught Road Central
Hong Kong
Independent non-executive Directors:
Mr. Cheung Yat Hung, Alton
Mr. Yue Fu Wing
Mr. Chan Choi Kam
31 October 2014
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
EXTENSION OF GENERAL MANDATE TO ISSUE SHARES,
RE-ELECTION OF DIRECTORS,
ADOPTION OF THE NEW ARTICLES OF ASSOCIATION
AND
INTRODUCTION
The purpose of this circular is to provide you with information relating to the proposals
for (i) the re-election of Directors at the AGM; (ii) the grant of the Issue Mandate, the
Repurchase Mandate and the Extension Mandate; (iii) adoption of the New Articles; and (iv)
to give you notice of the AGM.
At the AGM, ordinary resolutions relating to the re-election of Directors, the grant of the
Issue Mandate, the Repurchase Mandate and the Extension Mandate and a special resolution
relating to the adoption of the New Articles will be proposed.
–3–
RE-ELECTION OF DIRECTORS
In accordance with article 79 of the Existing Articles, one-third of the Directors for the
time being, or if their number is not three or a multiple of three, then the number nearest to
but not less than one third, shall retire from office by rotation at each annual general meeting
of the Company. In addition, the Listing Rules provide that every Director should be subject
to retirement by rotation at least once every three years. Pursuant to the above, Mr. Nicholas
J. Niglio and Mr. Chan Shiu Kwong, Stephen will retire by rotation at the AGM. Mr. Nicholas
J. Niglio and Mr. Chan Shiu Kwong, Stephen, both being eligible, will offer themselves for
re-election as Directors at the AGM.
According to Article 79, Mr. Yue Fu Wing and Mr. Chan Choi Kam shall be subject to
retirement by rotation at least once every three years. Being eligible, Mr. Yue Fu Wing and Mr.
Chan Choi Kam will offer themselves for re-election as independent non-executive Director.
At the AGM, an ordinary resolution will be proposed to re-election as independent
non-executive Director.
Biographical details of Mr. Nicholas J. Niglio, Mr. Chan Shiu Kwong, Stephen, Mr. Yue
Fu Wing and Mr. Chan Choi Kam, the Directors who are proposed to be re-elected at the AGM,
are set out in Appendix I to this circular.
ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE
At the annual general meeting of the Company held on 29 November 2013, the Directors
were granted a general mandate to allot, issue and deal with shares in the share capital of the
Company. This mandate will expire at the conclusion of the AGM. To facilitate future allotment
and issue of Shares by the Directors on behalf of the Company, the Board will seek the
approval of the Shareholders for the grant of the Issue Mandate at the AGM.
On the basis of 4,616,244,500 Shares in issue as at the Latest Practicable Date and
assuming that no Shares are issued or repurchased by the Company prior to the AGM, the
Company will be allowed under the Issue Mandate to allot and issue a maximum of
923,248,900 new Shares, representing 20% of the aggregate nominal amount of the share
capital of the Company in issue as at the date of passing of the resolution.
The Directors have no immediate plans to allot and issue any new Shares other than
Shares which may fall to be issued upon the exercise of options granted under the share option
scheme of the Company or other options granted by the Company to entitle holders thereof to
subscribe for Shares or pursuant to any scrip dividend scheme which may be approved by the
Shareholders or the Directors.
At the AGM, an ordinary resolution will also be proposed to grant to the Directors the
Repurchase Mandate, i.e. a general mandate to exercise all powers of the Company to
repurchase on Main Board or on any other stock exchange on which the Shares may be listed,
Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the
Company in issue as at the date of passing of the resolution.
–4–
In addition, an ordinary resolution regarding the Extension Mandate will be proposed at
the AGM providing that any Shares repurchased under the Repurchase Mandate will be added
to the total number of Shares which may be allotted and issued under the Issue Mandate.
Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will
expire at the earliest of:
(a)
the conclusion of the next annual general meeting of the Company; or
(b)
the end of the period within which the next annual general meeting of the Company
is required by the Articles and the Companies Ordinance; or
(c)
when revoked or varied by an ordinary resolution of the Shareholders in a general
meeting prior to the next annual general meeting of the Company.
Under the Listing Rules, the Company is required to give to the Shareholders all
information which is reasonably necessary to enable the Shareholders to make an informed
decision as to whether to vote for or against the resolution in respect of the Repurchase
Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix II to
this circular.
PROPOSED ADOPTION OF THE NEW ARTICLES
The new Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “New CO”)
came into effect on 3 March 2014 (replacing the previous Companies Ordinance (Chapter 32
of the Laws of Hong Kong, now entitled Companies (Winding Up and Miscellaneous
Provisions) Ordinance) (the “Previous CO”)). It is proposed that the New Articles be adopted
by the Company to substitute the Existing Articles mainly for the purpose of keeping in line
with the New CO and for enhancement of clarity and flexibility. Amendments have also been
made in the New Articles to bring the Existing Articles more up-to-date and in line with the
Listing Rules and current corporate practices and circumstances.
The major statutory changes of the Previous CO which came into force on 3 March 2014
(the “Statutory Changes”) which may impact the provisions contained in the Existing
Articles:
(a)
abolishing the par value for shares;
(b)
abolishing the memorandum of association and regarding conditions in the
memorandum of association of existing companies as provisions of the articles of
association;
(c)
removing the power to issue warrants to bearer;
(d)
removing the power to convert shares into stock;
–5–
(e)
requiring the company to give reasons for declining to register a transfer of shares
upon request;
(f)
reducing the threshold for demanding a poll;
(g)
making the keeping and use of a common seal optional; and
(h)
deeming consent from members to receive corporate communications via the
company’s website.
In order to bring the Articles of the Company in line with the Statutory Changes, the
Board proposes to adopt the New Articles which includes, inter alia, the following major
changes to the Existing Articles:
(1)
inserting provisions in the former Memorandum regarding company name and
members’ limited liabilities into the New Articles (those provisions in the
Memorandum having been statutorily regarded as provisions of the articles of
association of the Company pursuant to Section 98 of the New CO);
(2)
not having objects clause provisions in the New Articles but giving the Company the
capacity, rights, powers and privileges of a natural person of full age;
(3)
amending the definition of “Companies Ordinance” to make reference to the New
CO and where appropriate, to make references to the Companies (Winding up and
Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) and
deleting, adding or modifying certain definitions as appropriate;
(4)
amending the provisions relating to various ways to alter the Company’s capital in
light of the abolishment of the par value of shares;
(5)
deleting references relating to “memorandum”, “authorised share capital”, “nominal
value”, “par value”, “nominal amount of the shares”, “premium”, “share premium
account” and “capital redemption reserve fund” or similar wordings in the New
Articles and where applicable, replacing references to nominal value of shares with
total voting rights;
(6)
broadening the disclosure of interest by Directors to include the disclosure of
interest of the Directors’ “connected entity” (within the meaning given under
Section 486 of the New CO);
(7)
requiring the Board to give reasons for declining to register a share transfer if
requested by the transferor or transferee;
(8)
allowing any document signed by any two Directors or any one Director and the
secretary of the Company and expressed to be executed by the Company to have the
effect as if such document had been executed under the Company’s common seal;
–6–
(9)
removing the Company’s power to convert any paid up Shares into stock (or vice
versa);
(10) reducing the threshold for demanding a poll such that Shareholders holding at least
5% (instead of one-tenth) of the total voting rights of all the Shareholders having the
right to vote at the meeting can demand a poll; and
(11) removing the Company’s power to issue warrants to bearer.
For further details relating to the major changes of the Existing Articles introduced by the
adoption of the New Articles, please refer to Appendix III of this circular. A copy of the New
Articles will be available for inspection during normal business hours on any weekday (expect
public holidays) at the office of Robertsons at 57th Floor, The Center, 99 Queen’s Road
Central, Hong Kong from the date of this circular up to and including the date of the AGM.
Conditions of the adoption of the New Articles
The adoption of the New Articles is conditional upon the approval of the Shareholders by
way of a special resolution at the AGM.
ANNUAL GENERAL MEETING
A notice convening the AGM is set out on pages 35 to 39 of this circular. At the AGM,
resolutions will be proposed to consider and, if thought fit, the re-election of Directors,
approve the granting of the Issue Mandate, the Repurchase Mandate and the Extension
Mandate and the adoption of the New Articles.
Form of proxy for use by the Shareholders at the AGM is enclosed. Whether or not you
are able to attend the AGM, you are requested to complete and return the form of proxy in
accordance with the instructions printed thereon as soon as possible and in any event not less
than 48 hours before the time appointed for holding the AGM or any adjournment thereof to
the office of the Company’s share registrar and transfer office in Hong Kong, Computershare
Hong Kong Investor Services Limited of Room 1712-16, 17th Floor, Hopewell Centre, 183
Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude
you from attending and voting in person at the AGM or any adjournment thereof should you
so wish.
Pursuant to the Listing Rules, all votes of shareholders at a general meeting must be taken
by poll and the Company will announce the results of the poll in accordance with the manner
set out in the Listing Rules.
–7–
RECOMMENDATION
The Directors consider that the resolutions, including without limitation, regarding the
re-election of Directors, the grant of the Issue Mandate, the Repurchase Mandate and the
Extension Mandate and the adoption of the New Articles, as set out respectively in the notice
of the AGM are all in the interests of the Company and the Shareholders as a whole.
Accordingly, the Directors recommend the Shareholders to vote in favour of all such
resolutions to be proposed at the AGM.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full
responsibility, includes particulars given in compliance with the Listing Rules for the purpose
of giving information with regard to the Company. The Directors, having made all reasonable
enquiries, confirm that to the best of their knowledge and belief the information contained in
this circular is accurate and complete in all material respects and not misleading or deceptive,
and there are no other matters the omission of which would make any statement herein or this
circular misleading.
By Order of the Board
Neptune Group Limited
Danny Xuda Huang
Chairman
–8–
APPENDIX I
DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE AGM
The following are the biographical details of the Directors proposed to be re-elected at the
AGM:
Mr. Nicholas J. Niglio, aged 68, was appointed as an executive director on 3 September
2007. He has over 25 years varied background in gambling focused entertainment field dating
back to 1983. Through out all these years, he versed himself in management of all kinds of
gaming activities and have proven success of his accomplishments.
Prior to his current position, Mr. Niglio previously was Executive Vice President of
Trump Taj Mahal Casino Resort, Inc. Atlantic City NJ (“Trump”), serving as senior executive
in Casino marketing and international operation, from Oct 1993 to Aug. 2001, he originally
joined Trump in Oct 1993 as Executive Vice President to oversee all operational and
administrative management of marketing program. Regional offices including Asia, Middle
East, Europe and Latin America were under all his management.
Mr. Niglio worked at Caesars World Inc, Atlantic City NJ from 1986 to 1993 in such
capacities as: Senior Vice President Eastern Operation and Vice President Casino Operations
of Caesars Palace. He worked at Caesars in such capacities to develop casino marketing
operation in all aspect and to train up staff to raise the level of customer service.
Mr. Niglio was also a senior executive holding the position of Vice President Casino
Marketing and director of Casino Administration in Resort International Hotel and Casino,
Atlantic city NJ from 1978 to 1986.
Mr. Niglio graduated from the California State University with a Master degree in
Business Administration, a B.S. degree in accounting from Saint Peter’s College, Jersey City
NJ.
Mr. Chan Shiu Kwong, Stephen, aged 58, was appointed as an executive director of the
Company on 20 April 2005. Mr. Chan holds a Master degree in Professional Accounting from
Hong Kong Polytechnic University and a Bachelor of Commerce from Curtin University
Australia. He is currently a Fellow member of Hong Kong Institute of Certified Public
Accountants and Fellow member of Certified Public Accountants (Australia); Fellow member
of the Institute of Chartered Secretaries and Administrators, Fellow member of the Hong Kong
Institute of Company Secretaries and affiliated member of American Society of Appraisers. He
has completed a certificate course in PRC accounting and PRC tax law from Chinese
University of Hong Kong. Currently, he is also a member of The Association of Hong Kong
Professionals and Hong Kong and Kowloon Chiu Chow Public Association.
Mr. Chan has over 25 years of experience in property development, manufacturing, travel
and gaming related industries. He has worked for various multi-national organisations and
Hong Kong listed companies including American President lines, Paccess International,
Tileman UK, Dairy farm Cold Storage, Hopewell Construction, Shui On Construction, Wing
On Travel and Deloitte and equipped with profound experience in merger and acquisition
transactions, treasury, strategies and risk management, corporate finance, accounting, tax
planning and company secretary practice.
–9–
APPENDIX I
DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE AGM
Mr. Yue Fu Wing, aged 46, was appointed as an independent non-executive director and
a member of the audit committee of the Company on 15 January 2005. Mr. Yue is a fellow of
the Association of Chartered Certified Accountants and an associate member of the Hong Kong
Institute of Certified Public Accountants. He has a Master Degree in PRC Accounting from
Jinan University in China and a Bachelor Degree in Accountancy from the City University of
Hong Kong. Mr. Yue has over 10 years experience in accounting and finance. He has worked
for a multinational company; a Hong Kong listed company and an international accounting
firm.
Mr. Chan Choi Kam, aged 45, was appointed as an independent non-executive director
and member of the audit committee of the Company on 24 February 2010. He received his
education in Hong Kong and has over 15 years of accounting experience in general trading and
shipping business.
Save as disclosed above, there are no other matters concerning the change in the
Company’s directorate that need to be brought to the attention of the Shareholders nor any
information to be disclosed pursuant to the requirements of the Listing Rules.
– 10 –
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to
provide the Shareholders with all the information reasonably necessary to enable them to make
an informed decision on whether to vote for or against the ordinary resolution to approve the
grant of the Repurchase Mandate to the Directors.
1.
LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to
repurchase their securities on the Stock Exchange and any other stock exchange on which
securities of the company are listed and such exchange is recognised by the Securities and
Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the
Listing Rules provide that the shares of such company must be fully paid up and all repurchases
of shares by such company must be approved in advance by an ordinary resolution of
shareholders, either by way of a general mandate or by specific approval of a particular
transaction.
2.
SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 4,616,244,500 Shares in issue.
Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the
basis that no further Shares are issued or repurchased prior to the AGM, the Company will be
allowed under the Repurchase Mandate to repurchase a maximum of 461,244,500 Shares,
representing 10% of the aggregate nominal value of the issued share capital of the Company
as at the date of the AGM.
3.
REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company
and the Shareholders as a whole. 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.
4.
FUNDING OF REPURCHASES
Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the
Company’s available cash flow or working capital facilities which will be funds legally
available under the applicable laws of Hong Kong and the Memorandum and Articles of the
Company for such purpose.
An exercise of the Repurchase Mandate in full could have a material adverse impact on
the working capital and gearing position of the Company compared with that as at 30 June
2014, being the date of its latest published audited consolidated accounts. The Directors do not,
however, intend to make any repurchase in circumstances that would have a material adverse
impact on the working capital or gearing position of the Company.
– 11 –
APPENDIX II
5.
SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in
each of the previous twelve calendar months were as follows:
6.
Highest
HK$
Lowest
HK$
2013
November
December
0.370
0.390
0.265
0.275
2014
January
February
March
April
May
June
July
August
September
October (up to the Latest Practicable Date)
0.360
0.320
0.300
0.270
0.214
0.198
0.192
0.224
0.218
0.198
0.290
0.280
0.194
0.195
0.176
0.167
0.169
0.168
0.174
0.171
DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR ASSOCIATES AND
CONNECTED PERSONS
None of the Directors or, to the best of their knowledge having made all reasonable
enquiries, their associates, have any present intention to sell to the Company or its subsidiaries
any of the Shares in the Company if the Repurchase Mandate is approved at the AGM and
exercised.
No connected person of the Company has notified the Company that he/she/it has a
present intention to sell any Shares to the Company and no such person has undertaken not to
sell any Shares held by him/her/it to the Company, in the event that the Repurchase Mandate
is approved at the AGM by the Shareholders.
7.
UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be
applicable, they will exercise the powers of the Company to make repurchases pursuant to the
Repurchase Mandate in accordance with the Listing Rules and applicable laws of Hong Kong.
– 12 –
APPENDIX II
8.
TAKEOVERS CODE CONSEQUENCE
If a Shareholder’s proportionate interest in the voting rights of the Company increases
upon the Company exercising its powers to repurchase Shares pursuant to the Repurchase
Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 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.
To the best of the Directors’ knowledge, information and belief having made all
reasonable enquires, they are not aware of any consequence which will give rise under the
Takeovers Code as a result of any repurchases made under the Repurchase Mandate.
The Directors have no intention to exercise the Repurchase Mandate to such an extent that
will result in the number of Shares in the hands of the public falling below the prescribed
minimum percentage of 25%.
9.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company (whether on the Stock
Exchange or otherwise) during the six months immediately prior to the Latest Practicable Date.
– 13 –
APPENDIX III
1.
MAJOR CHANGES OF THE EXISTING ARTICLES
INTRODUCED BY THE NEW ARTICLES
INTRODUCTION
In March 2014, the New CO became effective and provides a modernised legal framework
for the incorporation and operation of companies in Hong Kong. In response to the introduction
of the New CO, it is proposed that a number of changes be made to the Memorandum and the
Existing Articles. At the same time, it is also proposed that minor “housekeeping” amendments
be made to the Articles.
2.
Article Nos. in the
Existing Articles
Provision in the New Articles (showing changes of the
Existing Articles)
n/a
The name of the Company is “NEPTUNE GROUP LIMITED
海王國際集團有限公司.”
n/a
The Company has the capacity, rights, powers and privileges
of a natural person of full age and, in addition and without
limit, the Company may do any act that it is permitted or
required to do by these Articles or any ordinance or rule of
law, and has power to acquire, hold and dispose of land.
n/a
The liability of the Members is limited.
1, para 2
“The Ordinance” means the Companies Ordinance (Chapter
622 of the laws of Hong Kong) or any statutory modification
or re-enactment for the time being in force.
1, para 14
“Listing Rules” means a stock exchange in respect of the
shares of the Company are listed or quoted and where such
stock exchange deems such listing or quotation to be the
primary listing or quotation of the shares of the Company; the
Rules Governing the Listing of Securities on the Stock
Exchange published by the Stock Exchange as amended from
time to time.
2
The regulations contained in Table “A” in the First Schedule
to the Companies Ordinance, Hong Kong Schedule 1 (Model
Articles for Public Companies Limited by Shares) to the
Companies (Model Articles) Notice (L.N. 77 of 2013) shall
not apply to the Company.
– 14 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
6A
Every share certificate hereafter issued shall specify the
number and class of shares in respect of which it is issued and
the amount paid thereon and any distinguishing numbers
assigned to the shares and may otherwise be in such form as
the Directors may from time to time prescribe. A share
certificate shall relate to only one class of shares, and where
the capital of the Company includes shares with different
voting rights, the designation of each class of shares, other
than those which carry the general right to vote at general
meetings, must include the words “restricted voting” or
“limited voting” or some other appropriate designation which
is commensurate with the rights attaching to the relevant
class of shares and where the capital of the Company includes
shares which do not carry voting rights, the words
“non-voting” must appear in the designation of such shares.
7
Subject to Division 4 of Part 5 of the Ordinance, any Any
Preference Share may, with the sanction of a Special
Resolution, be issued on the terms that it is, or at the option
of the Company is liable, to be redeemed. The directors may
determine the terms, conditions and manner of redemption of
the shares.
13
If any Certificate be defaced, worn out, lost, or destroyed, the
Directors may at their discretion and subject to such terms as
they may think fit issue the member is entitled to be issued a
new or duplicate Certificate on payment of such fee, if any,
(not exceeding, in the case of any share capital listed on a
stock exchange in Hong Kong, HK$2.50 or such other sum as
may from time to time be allowed or not prohibited under the
rules of the relevant stock exchange in Hong Kong, and, in
the case of any other capital, such sum in such currency as the
Directors may from time to time determine to be reasonable
in the territory in which the relevant register is situated, or
such other sum as the Company may by Ordinary Resolution
determine) as the Directors shall from time to time determine,
and the person requiring the new Certificate shall surrender
the defaced or worn-out Certificate or give such evidence of
the loss or destruction of the Certificate and such indemnity
to the Company as the Directors think fit.
– 15 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
13A
The Directors may issue warrants to subscribe for any class
of shares or securities of the Company, but not to bearer,
which warrants may be issued on such terms as the Directors
may from time to time determine. Where warrants are issued
to bearer, no certificate thereof shall be issued to replace one
that has been lost unless the Directors are satisfied beyond
reasonable doubt that the original certificate thereof has been
destroyed and the Company has received an indemnity in
such form as the Directors shall think fit with regard to the
issue of any such replacement certificate.
15
The Directors may from time to time make Calls upon the
Members in respect of all moneys unpaid on their Shares.,
provided that no Call shall exceed one-fourth of the nominal
amount of the Share or be made payable within one month
after the date when the last instalment of the last preceding
call shall have been made payable; and e Each Member shall,
subject to receiving fourteen days’ notice at least, specifying
the time and place for payment, pay the amount called on his
Shares to the persons and at the times and places appointed
by the Directors. A Call may be made payable by instalments.
18
If by the terms of the issue of any Shares, or otherwise, any
amount is made payable at any fixed time or by instalments
at any fixed times whether on account of the amount of the
Shares or by way of premium, every such amount or
instalment shall be payable as if it were a Call duly made by
the Directors, of which due notice had been given; and all the
provisions hereof with respect to the payment of Calls and
interest thereon, or to the forfeiture of Shares for nonpayment of Calls, shall apply to every such amount or
instalment and the shares in respect of which it is payable.
– 16 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
22
The Directors may decline to recognise any instrument of
transfer unless (a) such fee, if any, (not exceeding, in the case
of any share capital listed on a stock exchange in Hong Kong,
HK$2.50 or such other sum as may from time to time be
allowed or not prohibited under the rules of the relevant stock
exchange in Hong Kong, and, in the case of any other capital,
such sum as the Directors may determine) as the Directors
shall from time to time determine is paid to the Company, in
respect thereof, and (b) the instrument of transfer is
accompanied by the Certificate of the Shares to which it
relates and such other evidence as the Directors may
reasonably require to show the right of the transferor to make
the transfer, and (c) the instrument of transfer is in favour of
more than four joint holders. If the Directors refuse to
register a transfer of any Shares they shall within two months
after the date on which the transfer was lodged with the
Company send to the transferee notice of the refusal. Upon
request by the transferor or transferee, the Directors must,
within twenty-eight days after receiving such request, send to
the transferor or transferee (as the case may be) a statement
of the reasons for the refusal.
33
The Directors may, at any time after the date for the payment
or satisfaction of such debts, obligations, or liabilities shall
have arrived, serve upon any Member who is indebted or
under any obligation to the Company, or upon the person
entitled to his Shares by reason of the death or bankruptcy of
such Member, a notice requiring him to pay the amount due
to the Company or satisfy the said obligation, and stating that
if payment is not made or the said obligation is not satisfied
within the time (not being less than fourteen days) specified
in such notice, the shares held by such Member will be liable
to be sold; and if such Member or the person entitled to his
Shares as aforesaid, shall not comply with such notice within
the time aforesaid the Directors may sell such Shares without
further notice, and for the purpose of giving effect to any
such sale the Directors may authorise some person to transfer
the Shares so sold to the Purchaser thereof.
– 17 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
35
Any entry in the Directors’ Minute Book of the forfeiture of
any Share, or that any Share has been sold to satisfy a lien of
the Company A statutory declaration by a director or the
company secretary that the declarant is a director or the
company secretary and that a share has been sold to satisfy
the company’s lien on a specified date, shall be sufficient
evidence as against all persons claiming to be entitled to such
Shares that the said Shares were properly forfeited or sold:
and such entry, the receipt of the Company for the price of
such Shares, and the appropriate Share Certificate, shall
constitute a good title to such Shares, and the name of the
purchaser or other person entitled shall be entered in the
Register as a Member of the Company, and he shall not be
bound to see to the application of the purchase money, nor
shall his title to the said Shares be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture
or sale. The remedy (if any) of the former holder of such
Shares, and of any person claiming under or through him,
shall be against the Company and in damages only.
– 18 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
36
The Directors, with the sanction of an ordinary resolution of
the Company in general meeting, may convert any paid-up
Shares into stock, and may convert any stock into paid-up
Shares of any denomination. When any Shares have been
converted into stock, the several holders of such stock may,
thenceforth, transfer their respective interests therein, or any
part of such interests, in the same manner and subject to the
same regulations as and subject to which the fully paid-up
Shares in the Company’s capital may be transferred, or as
near thereto as circumstances will admit. But the Directors
may from time to time, if they think fit, fix the minimum
amount of stock transferable, and direct that fractions of a
Dollar shall not be dealt with, but with power, nevertheless,
at their discretion to waive such rules in any particular case.
The stock shall confer on the holders thereof respectively the
same privileges and advantages, as regards participation in
profits and voting at meetings of the Company, and for other
purposes, as would have been conferred by Shares of equal
amount in the capital of the Company of the same class as the
Shares from which such stock was converted, but so that none
of such privileges or advantages, except the participation in
profits of the Company, or in the assets of the Company on a
winding-up, shall be conferred by any such aliquot part of
stock as would not, if existing in Shares, have conferred such
privileges or advantages. No such conversion shall affect or
prejudice any preference or other special privilege attached to
the Shares so converted. Save as aforesaid, all the provisions
herein contained shall, so far as circumstances will admit,
apply to stock as well as to Shares.
37
The Company may by Ordinary Resolution increase the
Capital by the creation of new Shares, such increase to be of
such aggregate amount and to be divided into Shares of such
respective amounts as the Resolution shall prescribe alter its
share capital in any one or more of the ways set out in Section
170 of the Ordinance.
– 19 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
39
Subject to any direction to the contrary that may he given by
the resolution effecting the increase of Capital, any Capital
raised by the creation of new Shares shall be considered as
part of the original Capital, and shall be subject to the same
provisions with reference to the payment of Calls and the
forfeiture of Shares on non-payment of Calls, transfer and
transmission of Shares, lien or otherwise, as if it had been
part of the original Capital.
40
The Company may by Ordinary Resolution:(a) Subdivide its existing Shares or any of them into Shares
of smaller amount than is fixed by the Memorandum of
Association: Provided that in the subdivision of an existing
Share the proportion between the amount paid and the
amount (if any) unpaid on each reduced Share shall be the
same as it was in the case of the Share from which the
reduced Share is derived; (b) Consolidate and divide its
Capital or any part thereof into Shares of larger amount than
its existing Shares; (c) Cancel any Shares which at the date of
the passing of the Resolution have not been taken or agreed
to be taken by any person.
41
The Company may by Special Resolution reduce its share
capital and any Capital Redemption Reserve Fund in any
manner allowed by law.
42
If at any time the capital is divided into different classes of
Shares, the rights attached to any class (unless otherwise
provided by the terms of issue of the Shares of that class)
may, subject to the provisions of Section 180 64 of the
Ordinance, be modified, abrogated, or varied with the consent
in writing of the Holders of three-fourths of the issued Shares
of that class, or with the sanction of a Special Resolution
passed at a separate General Meeting of the Holders of the
Shares of the class. To every such separate General Meeting
the provisions of these regulations relating to General
Meetings shall mutatis mutandis apply, but so that at every
such separate General Meeting the quorum shall be two
persons at least holding or representing by proxy one-third of
the issued Shares of the class, and that any Holder of Shares
of the class present in person or by proxy may demand a poll.
– 20 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
48
Except as provided by the Ordinance, the Company shall in
each year hold a general meeting as its annual general
meeting (“Annual General Meeting”) in accordance with the
requirements of the Ordinance. Any General Meeting other
than an Annual General Meeting shall be called an
Extraordinary General Meeting. All general meetings of the
Company other than its Annual General Meeting are simply
referred to as “General Meeting”.
49
The Directors may whenever they think fit, and they shall
upon a requisition made in writing by Members in accordance
with Section 113 of the Ordinance convene an Extraordinary
General Meeting.
50
(1)
The Directors may, if they think fit, call a general
meeting.
(2)
If the Directors are required to call a general meeting
under Section 566 of the Ordinance, they must call it in
accordance with Section 567 of the Ordinance.
(3)
If the Directors do not call a general meeting in
accordance with Section 567 of the Ordinance, the
members who requested the meeting, or any of them
representing more than one half of the total voting rights
of all of them, may themselves call a general meeting in
accordance with Section 568 of the Ordinance.
In the case of an Extraordinary General Meeting called in
pursuance of a requisition, unless such Meeting shall have
been called by the Board no business other than that stated in
the requisition as the objects of the Meeting shall be
transacted.
– 21 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
51
In the case of an Annual General Meeting or any General
Meeting convened for the purpose of passing a Special
Resolution, 21 clear days’ notice at the least, and in the case
of General Meeting other than an Annual General Meeting,
any other case 14 clear days’ notice at the least, shall be given
to all the members and to the Auditors for the time being of
the Company. The notice shall be exclusive of the day on
which it is served or deemed to be served and of the day for
which it is given and shall specify the place, the day and the
hour of the meeting and, in the case of special business, the
general nature of that business and such notice shall be given
in the manner hereinafter mentioned. Without prejudice to the
other requirements (if any) of the Ordinance, every notice of
an Annual General Meeting shall specify the meeting as such
and every notice of a General Meeting convened for passing
a Special Resolution shall state the intention to propose such
Resolution as a Special Resolution.
53
The business of any Annual General Meeting shall be to
receive and consider the accounts and balance sheets, the
reports of the Directors and Auditors, and any other
documents required by law to be attached or annexed to the
balance sheets, to elect Directors in place of those retiring, to
elect Auditors and fix their remuneration, and to declare a
Dividend. All other business transacted at an Annual General
Meeting, and all business transacted at an Extraordinary
General Meeting, shall be deemed special.
58(c)
any Member or Members present in person or by proxy and
representing in the aggregate not less than one-tenth five per
cent of the total voting rights of all Members having the right
to attend and vote at the meeting; or
58(d)
any Member or Members present in person or by proxy and
holding shares conferring a right to attend and vote at the
meeting on which there have been paid up sums in the
aggregate equal to not less than one-tenth of the total sum
paid up on all shares conferring that right; or
– 22 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
58 (e)
if required by the Listing Rules, any Director holding proxies
if such aggregate proxies held individually or collectively by
the Directors account for five (5) per cent or more of the total
voting rights at that meeting, and if on a show of hands in
respect of any resolution, the meeting votes in the opposition
manner to that instructed in those proxies.
73(b)(1)
To give to any person the right or option of requiring at a
future date that an allotment shall be made to him of any
share at par or at such premium as may be agreed.
74
The Office of a Director shall be vacated:
(a)
If he becomes bankrupt or insolvent or compound with
his creditors;
(b)
If he becomes of unsound mind;
(c)
If he be convicted of an indictable offence;
(d)
If he is prohibited by law from being a Director or is
removed from office pursuant to these Articles;
(e)
If he becomes prohibited from being a Director by
reason of any order made by Court made under Part IVA
of the Ordinance;
(f)
If lie gives the Company one month’s notice in writing
that he resigns his office.
– 23 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
75(C)
A Director may, subject to the provisions of the Ordinance
and the interest of the Director being duly declared in
accordance with Section 536 of the Ordinance, be or become
a director or other officer of, or otherwise interested in, any
company promoted by the Company or any other company in
which the Company may be interested, and shall not be liable
to account to the Company or the shareholders for any
remuneration, profit or other benefit received by him as a
director or officer of or from his interest in such other
company. The Directors may also cause the voting power
conferred by the shares in any other company held or owned
by the Company to be exercised in such manner in all
respects as they think fit, including the exercise thereof in
favour of any resolution appointing the Directors or any of
them to be directors or officers of such other company, or
voting or providing for the payment of remuneration to the
directors or officers of such other company.
75(E)
Where arrangements are under consideration concerning the
appointment (including the arrangement, remuneration or
variation of the terms thereof, or the termination thereof) of
two or more Directors to offices or places of profit with the
Company or any other company in which the Company is
interested, a separate resolution may be put in relation to each
Director and in such case each of the Directors concerned
shall be entitled to vote (and be counted in the quorum) in
respect of each resolution except that concerning his own
appointment (or the arrangement or variation of the terms
thereof or the termination thereof) and (in the case of an
office or place of profit with any such other company as
aforesaid). where the other company is a company in which
the Director together with any of his associates own 5 per
cent, or more of the issued shares of any class of the voting
equity share capital of such company or of the voting rights
of any class of shares of such company (other than shares
which carry no voting rights at general meetings and no or
nugatory dividend and return of capital rights).
– 24 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
75(F)
Subject to the next paragraph of this Article and declaration
of the nature and extent of the director’s interest under
Section 536 of the Ordinance, no Director or proposed or
intended Director shall be disqualified by his office from
contracting with the Company, either with regard to his
tenure of any office or place of profit or as vendor, purchaser
or in any other manner whatever, nor shall any contract with
regard thereto or any other contract or arrangement in which
any Director is in any way interested be liable to be avoided,
nor shall any Director so contracting or being so interested be
liable to account to the Company or the shareholders for any
remuneration, profit or other benefits realised by any such
contract or arrangement, by reason only of such Director
holding that office or the fiduciary relationship thereby
established.
75(G)
A Director who to his knowledge is in any way, whether
directly or indirectly, interested in a contract or arrangement
or proposed contract or arrangement with the Company shall
declare his interest at the meeting of the Directors at which
the question of entering into the contract or arrangement is
first taken into consideration, if he knows his interest then
exists, or in any other case at the first meeting of the
Directors after he knows that he is or has become so
interested. For the purposes of this Article, a general notice to
the Directors by a Director to the effect that (a) he is a
shareholder of a specified company or firm and is to be
regarded as interested in any contract or arrangement which
may after the date of the notice be made with that company
or firm or (b) he is to be regarded as interested in any contract
or arrangement which may after the date of the notice be
made with a specified person who is connected with him,
shall be deemed to be a sufficient declaration of interest
under this Article in relation to any such contract or
arrangement; provided that no such notice shall be effective
unless either it is given at a meeting of the Directors or the
Director takes reasonable steps to secure that it is brought up
and read at the next meeting of the Directors after it is given.
– 25 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
If a Director or any of his associates or an entity connected
with the Director is, in any way, whether directly or
indirectly, interested in a transaction, arrangement or contract
or a proposed transaction, arrangement or contract with the
Company, the Director shall, if such transaction, arrangement
or contract or proposed transaction, arrangement or contract
is significant in relation to the Company’s business and the
Director’s interest or the interest of his associate or the entity
connected with the Director (as applicable) is material,
declare the nature and extent of his interest or the interest of
his associate or the entity connected with him (as applicable)
to other Directors in the following manner, subject to the
Companies Ordinance and these Articles and any
requirements prescribed by the Company for the declarations
of interests of Directors in force from time to time:
(i)
A declaration of interest by a Director in a transaction,
arrangement or contract that has been entered into must
be made as soon as reasonably practicable and a
declaration of interest by a Director in a proposed
transaction, arrangement or contract must be made
before the Company enters into the transaction,
arrangement or contract.
(ii) A declaration of interest by a Director must be made at
a Directors’ meeting, made by a notice in writing and
sent by the Director to the other Directors or made by a
general notice by the Director.
(iii) A notice for the purposes of this Article must be sent in
hard copy form or, if the recipient has agreed to receive
it in electronic form, in the electronic form so agreed
and by hand or by post or, if the recipient has agreed to
receive it by electronic means, by the electronic means
so agreed.
– 26 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
(iv) If a declaration to Directors is made by notice in
writing, the making of the declaration is to be regarded
as forming part of the proceedings at the next Directors’
meeting after the notice is given and Section 481 of the
Companies Ordinance applies as if the declaration had
been made at that meeting.
(v)
A general notice by a Director is a notice to the effect
that the Director has an interest (as member, officer,
employee or otherwise) in a body corporate or firm
specified in the notice, and is to be regarded as
interested in any transaction, arrangement or contract
that may, after the effective date of the notice, be
entered into by the Company with the specified body
corporate or firm or the Director is connected with a
person specified in the notice (other than a body
corporate or firm), and is to be regarded as interested in
any transaction, arrangement or contract that may, after
the effective date of the notice, be entered into by the
Company with the specified person.
(vi) A general notice must state the nature and extent of the
Director’s interest in the specified body corporate or
firm or the nature of the Director’s connection with the
specified person. A general notice must be given at a
Directors’ meeting or in writing and sent to the
Company. A general notice given at a Directors’ meeting
takes effect on the date of the Directors’ meeting. A
general notice given in writing and sent to the Company
takes effect on the twenty-first day after the day on
which it is sent to the Company.
– 27 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
75(H)(i) to (vii)
A Director shall not be entitled to vote on (nor be counted in
the quorum) on any resolution of the Directors in respect of
any contract or arrangement or proposal whatsoever in which
he or any of his associate(s) or any entity connected with him
has any material interest, and if he shall do so his vote shall
not be counted (nor is he to be counted in the quorum for the
resolution), but this prohibition shall not apply to any of the
following matters, namely:
(i)
any arrangement for the giving of any security or
indemnity to such Director or his associate(s) or any
entity connected with him in respect of money lent or
obligations incurred or undertaken by him or any of his
associate(s) or any entity connected with him at the
request of or for the benefit of the Company or any of
its subsidiaries;
(ii) any arrangement for the giving of any security to a third
party in respect of a debt or obligation of the Company
or any of its subsidiaries for which the Director or any
of his associate(s) or any entity connected with him has
himself/themselves assumed responsibility in whole or
in part and whether alone or jointly under a guarantee or
indemnity or by the giving of security;
(iii) any contract or arrangement by the Director or his
associate(s) or any entity connected with him to
subscribe for shares or debentures or other securities of
the Company to be issued pursuant to any offer or
invitation to the members or holders of debentures or
securities of the Company or to the public which does
not provide the Director or any of his associate(s) or any
entity connected with him any privilege not accorded to
any other members or holders of debentures or
securities of the Company or to the public;
– 28 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
(iv) any proposal concerning an offer of the shares or
debentures or other securities of or by the Company or
any other company which the Company may promote or
be interested in for subscription or purchase where the
Director or his associate(s) or any entity connected with
him is/are or is/are to be interested as a participant in the
underwriting or sub-underwriting of the offer and/or for
the purpose of making any representations, the giving of
any covenants, undertakings or warranties or assuming
any other obligations in connection with such offer;
(v)
any arrangement concerning any company in which the
Director or any of his associate(s) is/are interested only,
directly or indirectly as an officer and/or executive
and/or shareholder or in which the Director or any of his
associate(s) is/are beneficially interested in the shares
of that company, provided that he and/or any of his
associate(s) is/are not, beneficially interested in five per
cent. or more of the issued shares of any class of such
company (or of any third company through which his
interest is derived) or of the voting rights;
(vi)
(v) any arrangement concerning the adoption, modification
or operating of any employees’ share scheme or any
share incentive or share option scheme under which he
or his associate(s) or any entity connected with him may
benefit;
– 29 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
(vii)
(vi) any arrangement for the benefit of employees of the
Company or its subsidiaries including the adoption,
modification or operation of a pension fund or
retirement, death or disability benefits scheme which
relates both to Directors or any of his associate(s) or any
entity connected with him and employees of the
Company or any of its subsidiaries or its associated
companies and does not provide in respect of any
Director or any of his associate(s) or any entity
connected with him as such any privilege or advantage
not generally accorded to the class of persons to which
such scheme or fund relates.
75(I)
A company shall be deemed to be a company in which a
Director together with any of his associates owns 5 per cent.
or more of any class of the voting, equity share capital of
such company or of the voting rights of any class of shares of
such company if and so long as (but only if and so long as)
he together with his associates is (either directly or
indirectly) the holder of or beneficially interested in 5 per
cent, or more of any class of the issued voting equity share
capital of such company (or of any third company, other than
the Company or any of its subsidiaries, through which his
interest is derived) or of the voting rights of any class of
shares of the company. For the purpose of this paragraph
there shall be disregarded any shares held by a Director as
bare or custodian trustee and in which he has no beneficial
interest, any shares comprised in a trust in which the
Director’s interest is in reversion or remainder if and so long
as some other person is entitled to receive the income thereof,
any shares comprised in an authorised unit trust scheme in
which the Director is interested only as a unit holder, and
shares which carry no voting right at general meetings and no
or nugatory dividend and return of capital rights.
– 30 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
75(J)
Where a company (other than a company which is a wholly
owned subsidiary of the Company or a subsidiary or
associated company of the Company in the voting equity
capital of which neither the Director nor any of his associates
has any interests) in which a Director together with any of his
associates hold 5 per cent. or more of any class of the voting
equity share capital of such company or of the voting rights
of any class of shares available to shareholders of the
company is materially interested in a transaction, then that
Director shall also be deemed materially interested in such
transaction.
n/a
For the purpose of this Article, reference to an entity
connected with a director shall be construed in accordance
with s486 of the Ordinance.
81
The Company at the Annual General Meeting at which any
Director retires in manner aforesaid may fill up the vacated
office, and may fill up any other offices which may then be
vacant, by electing the necessary number of persons, unless
the Company shall determine to reduce the number of
Directors in office. The Company may also at any
Extraordinary General Meeting, on notice duly given, fill up
any vacancies in the office of Director or appoint additional
Directors provided that the maximum number fixed as
hereinbefore mentioned is not exceeded.
– 31 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
96
The Board shall provide for the safe custody of the Seal, and
the Seal shall never be used except by the authority of the
Board previously given, and two Members of the Board or
any two persons appointed by the Board shall sign every
instrument to which the seal is affixed but so that the
Directors may by resolution determine, either generally or in
any particular case, that the signatures of any one or more
Directors or persons appointed by the Board may be affixed
to or reproduced on any document or documents by some
mechanical means to be specified in such resolution, or one
or more of such signatures may be entirely dispensed with,
provided that entirely dispensing with one or more signatures
shall only be permitted in connection with the use of the
Company’s Seal on share certificates or debentures. Every
instrument executed in manner provided by this Article shall
be deemed to be sealed and executed with the authority of the
Directors previously given.
106
The Directors may, with the sanction of the Company in
General Meeting, distribute in kind among the Members by
way of Dividend any of the assets of the Company, and in
particular any shares or securities of other companies to
which this Company is entitled. Whenever there are sufficient
profits, instead of dividing the same in cash the Directors
may, with the like sanction issue to the Members Shares in
the Company, and apply the said profits in paying up the
same, or may issue to the Members securities of the Company
to an amount not exceeding the profits available for
distribution: Provided always that no distribution shall be
made which would amount to a reduction of Capital except in
the manner appointed by law. Where requisite, a Contract
shall be filed in accordance with Section 45 142 of the
Ordinance, and the Directors may appoint any person to sign
such Contract on behalf of the persons entitled to the
Dividend, and such appointment shall have effect
accordingly.
– 32 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
111
At the Annual General Meeting in every year the Directors
shall lay before the Company a Profit and Loss Account for
the period since the preceding account or (in the case of the
first Annual General Meeting) since the incorporation of the
Company, made up to a date not more than nine six months
before such Meeting.
112
A balance sheet shall be made out and laid before the
Company at the Annual General Meeting in every year, as at
the date to which the Profit and Loss Account is made up.
There shall be attached or annexed to each such Balance
Sheet such documents as are required by law to be attached
or annexed thereto, including the Auditors’ Report and a
report of the Directors with respect to the state of the
Company’s affairs, the amount (if any) which the Directors
recommend should be paid by way of Dividend, and the
amount (if any) which they propose to carry to the Reserve
Fund, General Reserve, or Reserve Account shown
specifically on the Balance Sheet or to be shown specially on
a subsequent balance sheet. The Auditors’ Report shall be
read at the Meeting and shall be open to inspection as
required by Section 141 374 of the Ordinance.
114
Auditors shall be appointed and their duties regulated in the
manner provided by Sections 131, 140 and 141 of in the
Ordinance.
– 33 –
APPENDIX III
Article Nos. in the
Existing Articles
Existing Articles)
122
The Company in general meeting may, upon the
recommendation of the Directors, resolve that any part of the
amount for the time being standing to the credit of any of the
Company’s reserve accounts, or in the hands of the Company
and available for dividend or otherwise available for
distribution and not required for the payment or provision of
the dividend on any shares with a preferential right to
dividend, be capitalised and distributed among such of the
members as would be entitled to receive the same if
distributed by way of dividend and in the same proportions,
or among such of the members or such other persons and in
such different proportions as recommended by the Directors
(such non-pro rata distribution is to be approved by the
Company in general meeting on every occasion when the
Directors recommend the same), and that the same be applied
on behalf of such members or such other persons either in or
towards paying up in full any unpaid shares, or paying up in
full, at par or at such premium as the resolution may provide,
any unissued shares or debentures of the Company which
shall be allotted, issued and distributed among such members
or such other persons and in such proportions as the
resolution may provide, and the Directors shall give effect to
such resolution.
– 34 –
(Stock Code: 00070)
NOTICE IS HEREBY GIVEN that the annual general meeting of Neptune Group
Limited (“Company”) will be held at Basement 2, Unicorn & Phoenix Room, the Charterhouse
Causeway Bay, 209-219 Wanchai Road, Hong Kong on 28 November 2014 at 2:30 p.m. for the
following purposes:
ORDINARY RESOLUTIONS
1.
To receive and adopt the audited consolidated financial statements, the report of the
directors and the independent auditors’ report of the Company for the year ended 30
June 2014.
2. (a-b) To re-elect Mr. Nicholas J. Niglio and Mr. Chan Shiu Kwong, Stephen as executive
directors of the Company.
2. (c-d) To re-elect Mr. Yue Fu Wing and Mr. Chan Choi Kam as independent non-executive
directors of the Company.
2. (e) To authorise the board of directors of the Company (the “Board”) to fix the
directors’ remuneration.
3.
To re-appoint auditors of the Company and authorise the Board to fix their
remuneration.
As special business, to consider and, if thought fit, pass the following resolutions as
ordinary resolutions:
4.
“THAT:
(a)
subject to paragraph (c) below, the exercise by the Board during the Relevant
Period (as defined below) of all the powers of the Company to allot, issue and
deal with additional shares (each a “Share”) of HK$0.01 each in the share
capital of the Company and to make or grant offers, agreements and options,
including warrants to subscribe for Shares, which might require the exercise of
such powers, be and is hereby generally and unconditionally approved;
(b)
the approval in paragraph (a) above shall authorise the directors of the
Company (the “Directors”) during the Relevant Period (as defined below) to
make or grant offers, agreements and options, including warrants to subscribe
for Shares, which might require the exercise of such powers after the
expiration of the Relevant Period;
– 35 –
(c)
the aggregate nominal amount of the share capital of the Company allotted,
issued or dealt with or agreed conditionally or unconditionally to be allotted,
issued or dealt with (whether pursuant to an option or otherwise) by the
Directors pursuant to the approval in paragraph (a) above, otherwise than
pursuant to or in consequence of: (i) a Rights Issue (as defined below); or (ii)
the exercise of any option granted under any share option scheme or similar
arrangements adopted by the Company; or (iii) any scrip dividend or similar
arrangements providing for the allotment and issue of Shares in lieu of the
whole or part of a dividend on Shares in accordance with the articles of
association of the Company in force from time to time; or (iv) any issue of
Shares upon the exercise of rights of subscription or conversion under the
terms of any warrants, convertible bonds, debentures, notes or any securities
issued by the Company which are convertible into Shares, shall not exceed the
aggregate of:
(aa) 20 per cent. of the aggregate nominal amount of the share capital of the
Company in issue as at the date of passing of this resolution; and
(bb) (provided that resolution 5 is passed) the aggregate nominal amount of
any share capital of the Company repurchased by the Company
subsequent to the passing of this resolution (up to a maximum equivalent
to 10 per cent. of the aggregate nominal amount of the share capital of the
Company in issue as at the date of passing of this resolution), and the
authority pursuant to paragraph (a) of this resolution shall be limited
accordingly; and
(d)
for the purposes of this resolution:
“Relevant Period” means the period from the date of passing of this resolution
until whichever is the earliest of:
(i)
the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting
of the Company is required by the articles of association of the Company,
or the applicable laws of Hong Kong;
(iii) the passing of an ordinary resolution by the shareholders of the Company
in general meeting revoking or varying the authority given to the
Directors under this resolution;
– 36 –
“Rights Issue” means an offer of Shares, or an offer of warrants, options or
other securities giving rights to subscribe for Shares, open for a period fixed
by the Directors to holders of Shares whose names appear on the Company’s
register of members on a fixed record date in proportion to their then holdings
of Shares (subject to such exclusion or other arrangements as the Directors
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 recognised regulatory body or any stock exchange).”
5.
“THAT:
(a)
subject to paragraph (b) below, the exercise by the Directors during the
Relevant Period (as defined below) of all powers of the Company to repurchase
shares (each a “Share”) of HK$0.01 each in the share capital of the Company
on the The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or
on any other stock exchange on which the Shares may be listed and recognised
by the Securities and Futures Commission of Hong Kong and the Stock
Exchange for such purpose, be and is hereby generally and unconditionally
approved;
(b)
the aggregate nominal amount of Shares which may be repurchased or agreed
to be repurchased by the Company pursuant to the approval in paragraph (a)
above during the Relevant Period shall not exceed 10 per cent. of the aggregate
nominal amount of the share capital of the Company in issue as at the date of
passing of this resolution and the authority pursuant to paragraph (a) of this
resolution shall be limited accordingly; and
(c)
for the purposes of this resolution, “Relevant Period” means the period from
the date of passing of this resolution until whichever is the earliest of:
(i)
the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting
of the Company is required by the articles of association of the Company
or any other applicable laws of Hong Kong; or
(iii) the passing of an ordinary resolution by the shareholders of the Company
in general meeting revoking or varying the authority given to the
Directors under this resolution.”
– 37 –
6.
“THAT
conditional upon the passing of resolutions nos. 4 and 5 above, the general mandate
granted to the Directors pursuant to resolution no. 4 above be and is hereby extended
by the addition to the aggregate nominal amount of shares of HK$0.01 each in the
share capital of the Company which may be allotted, issued or dealt with or agreed
conditionally or unconditionally to be allotted, issued or dealt with by the Directors
pursuant to or in accordance with such general mandate of an amount representing
the aggregate nominal amount of the share capital of the Company repurchased by
the Company pursuant to or in accordance with the authority granted under
resolution no. 5 above.”
SPECIAL RESOLUTION
As a special resolution:
7.
“THAT
the existing Articles of Association of the Company (inclusive of all relevant
provisions originally contained in the Memorandum of Association of the Company,
which came to be regarded as provisions embodied in the Articles of Association of
the Company under the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong) upon the commencement thereof) be revised as follows:
(a)
all existing Memorandum of Articles of Association of the Company be hereby
abandoned; and
(b)
a new set of Articles of Association, in the form of a printed document marked
“A” submitted to this meeting and for the purpose of identification signed by
the Chairman thereof, be hereby approved and adopted as the Articles of
Association of the Company in substitution for and to the exclusion of the
existing Articles of Association of the Company.”
By Order of the Board
Neptune Group Limited
Danny Xuda Huang
Chairman
Hong Kong, 31 October 2014
Registered Office:
Room 3328C, 33th Floor
China Merchant Tower
Shun Tak Centre
168-200 Connaught Road Central
Hong Kong
– 38 –
Notes:
(1)
A shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is
entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles of Association of
the Company, to vote on his/her behalf. A proxy need not be a shareholder of the Company but must be present
in person at the meeting to represent the shareholder. If more than one proxy is so appointed, the appointment
shall specify the number and class of shares in respect of which each such proxy is so appointed.
(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 at the office of the Company’s share
registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited of Room
1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the
time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return
of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at
the meeting or any adjournment thereof should he/she so wish.
(3)
Completion and return of an instrument appointing a proxy will not preclude a shareholder of the Company
from attending and voting in person at the meeting or any adjournment thereof and in such event, the
instrument appointing a proxy shall be deemed to be revoked.
(4)
As required under the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange
of Hong Kong Limited, all of the above resolutions will be voted by way of poll.
As at the date of this circular, the Board comprises (i) four executive Directors namely,
Mr. Danny Xuda Huang, Mr. Nicholas J. Niglio, Mr. Chan Shiu Kwong, Stephen and Mr. Lin
Chuen Chow Andy; and (ii) three independent non-executive Directors namely, Mr. Cheung Yat
Hung, Alton, Mr. Yue Fu Wing and Mr. Chan Choi Kam.
This notice will be published on the website of the Stock Exchange at
http://www.hkexnews.hk and is available for reference on the website of the Company at
http://www.neptunegroup.com.hk.
– 39 –

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