Notice of Ordinary Yearly Meeting
NOTICE IS HEREBY GIVEN that the Sixtieth Ordinary Yearly Meeting of the Members of the Company will be held at its registered office at 391 Chai Wan Road, Chai Wan, Hong Kong on Thursday, 17th December, 1998 at 12:00 noon for the following purposes:-
1.
To receive and consider the Statement of Accounts and the Reports of the Directors and Auditors for the year ended 30th June, 1998 and to declare a final dividend.
2.
To elect Directors and fix their fees.
3.
4.
5.
6.
To appoint Auditors and authorise the Directors to fix their remuneration.
As special business to consider and, if thought fit, to pass the following resolution as a Special Resolution:
"THAT Article 7 of the Articles of Association of the Company be deleted in its entirety and substituted by the following new Article 7:
"7. Subject to the provisions of the Ordinance, the Company may purchase its own shares or any securities which.
carry a right to subscribe or purchase its own shares.""
Subject to Resolution 4 above having been passed, as special business to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"THAT:
(a) the exercise by the Directors of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws and regulations, during the Relevant Period (for the purposes of this Resolution, "Relevant Period" being the period from the passing of this Resolution until the earlier of the conclusion of the next Ordinary Yearly Meeting, or the expiration of the period within which such meeting is required by law to be held, or the revocation or variation of this Resolution by an ordinary resolution of the Shareholders of the Company in general meeting) be and is hereby generally and unconditionally approved; and
(b) the total number of shares of the Company purchased by the Company pursuant to paragraph (a) during the Relevant Period shall be no more than 10% of the existing issued share capital of the Company at the date of this meeting, and the authority pursuant to paragraph (a) shall be limited accordingly."
As special business to consider and, if thought fit, to pass the following resolution as a Special Resolution: "THAT the Articles of Association of the Company (the "Articles") be and are hereby amended as follows:- (a) Article 120A of the Articles be deleted in its entirety;
(b) The words "Subject always to article 120A" in Article 118, Article 119, Article 120 and Article 122 be deleted; (c) Article 115 of the Articles be deleted in its entirety and substituted by the following new Article 115:
"115. The number of Directors shall not be less than five nor more than nine.";
(d) The words "(other than the Directors, if any, appointed by the Governor)" in Article 155 be deleted; and (e) Article 128 of the Articles be deleted in its entirety."
7. To transact any other competent business.
By Order of the Board
Ng Chi Kin Secretary
Hong Kong, 17th November, 1998
Explanatory Notes on Resolutions 4, 5 and 6
(1)
Resolution 4 relates to the adoption of a new Article 7 which will give the Company power to repurchase its own shares in accordance with the Companies Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
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