Shareholders’ Rights
INVESTOR RELATIONS
To foster effective communications, the Company provided all necessary information to the shareholders in its annual report and interim report. The Directors or other appropriate members of senior management of the Company will also respond to inquiries from shareholders and investors promptly.
CONVENING A SPECIAL GENERAL MEETING
Pursuant to bye-law 58 of the Company’s bye-laws, any one or more members of the Company holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Company Secretary, to require a special general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two months after the deposit of such requisition. If within twenty-one days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR
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If a shareholder of the Company (the “Shareholder”) wishes to propose a person other than a director of the Company (the “Director”) for election as a Director, the Shareholder must deposit a written notice (the “Notice”) to the principal place of business of the Company in Hong Kong at Rooms 1237-1240, 12/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong, or the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited (the “Share Registrar”) at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the attention of the company secretary of the Company (the “Company Secretary”).
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The Notice must state clearly the name, the contact information of the Shareholder and his/her/their shareholding, the full name of the person proposed for election as a Director, including the person’s biographical details as required by Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and be signed by the Shareholder concerned (other than the person to be proposed). The Notice must also be accompanied by a letter (the “Letter”) signed by the person proposed to be elected indicating his/her willingness to be elected.
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The Notice and the Letter must be lodged with the Company in accordance with the above within the period commencing immediately after the despatch of the notice of the general meeting of the Company appointed for election of Directors and ending no later than seven (7) days prior to the date of such general meeting.
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The Company will check the Notice and the Letter and the identity and the shareholding of the Shareholder will be verified with the Share Registrar. If both the Notice and the Letter are found to be proper and in order, the Company Secretary will ask the board of directors of the Company to include the resolution in the agenda for the general meeting proposing such person to be elected as a Director.
PUTTING ENQUIRIES TO THE BOARD
Shareholders may send their enquiries and concerns to the Board by addressing them to the principal office of the Company in Hong Kong at Room 1237-1240, 12/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong by post for the attention of the Company Secretary.
PUTTING FORWARD PROPOSALS AT SHAREHOLDERS’ MEETING
Shareholder(s), at his/their own expense, holding (i) not less than one-twentieth of the total voting rights of all shareholders having at the date of requisition the right to vote at general meeting; or (ii) not less than 100 shareholders, can submit a written request stating the resolution intended to be moved at the next annual general meeting. The requisition signed by the relevant shareholder(s) must be deposited at the registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and at the principal office of the Company in Hong Kong at Room 1237-1240, 12/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong for the attention of the Company Secretary not less than six weeks before the annual general meeting in the case of a requisition requiring notice of a resolution and not less than seven days before the annual general meeting in the case of any other requisition. The request will be verified with the branch share registrar of the Company and upon their confirmation that the request is proper and in order, the Company Secretary will ask the Board to include the resolution in the notice for such general meeting.