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					 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 Sateri Holdings Limited, you should at once hand this
circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or
other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.




                                   (Incorporated in Bermuda with limited liability)
                                              (Stock Code: 1768)

Board of Directors

Independent Non-Executive Directors:                                                  Non-Executive Directors:
John Jeffrey Ying (Chairman)                                                          Loh Meng See
David Yu Hon To                                                                       John Seto Gin Chung
Jeffrey Lam Kin Fung                                                                  Tey Wei Lin
                                                                                      Rohan Seneka Weerasinghe
Executive Directors:
Will Hoon Wee Teng (Chief Executive Officer)
Craig Edward Barker

                                                                                                       6 April 2011

To our Shareholders

Dear Sir or Madam,

                  PROPOSED ELECTION OF DIRECTORS
                  AT THE ANNUAL GENERAL MEETING,
         PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND
                         REPURCHASE SHARES
                                AND
                 NOTICE OF ANNUAL GENERAL MEETING



                                                      —1—
1.   Introduction

      The purpose of this circular is to provide you with information regarding the resolutions to be
proposed at the forthcoming annual general meeting (“AGM”) of Sateri Holdings Limited (the “Company”)
to be held on 12 May 2011 at 10 a.m., including (i) the ordinary resolutions proposing election of directors
of the Company (the “Directors”) who are due to retire at the AGM; (ii) the ordinary resolutions granting
the Board of Directors (“Board”) general mandates to issue and repurchase shares of the Company
(“Shares”); and (iii) the ordinary resolution granting the Board annual mandate to issue Shares underlying
Restricted Share Units; and to give you notice of the AGM at which the ordinary resolutions as set out in
the Notice of AGM (“Notice of the AGM”) will be proposed.

2.   Proposed Election of Directors

     In accordance with By-law 84 of the Company’s Bye-Laws, Will Hoon Wee Teng, Tey Wei Lin,
David Yu Hon To and Craig Edward Barker will retire by rotation at the AGM. Except for Craig Edward
Barker who does not stand for re-election, all the said retiring Directors, being eligible, have offered
themselves for re-election.

      Brief biographical detail of the retiring Directors who are proposed to be re-elected at the AGM are set
out in Appendix I of this circular.

      Any shareholder who wishes to nominate a person to stand for election as a Director of the Company
at the AGM must lodge with the Company at its place of business in Hong Kong at 2709 Gloucester Tower,
The Landmark, 15 Queen’s Road Central, Central, Hong Kong, or the office of the Company’s Hong Kong
branch share registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell
Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before 30 April 2011 (i) his written nomination
of the candidate, (ii) written confirmation from such nominated candidate of his willingness to be elected
as Director and (iii) the biographical details of such nominated candidate as required under Rule 13.51(2)
of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Stock
Exchange”) (“Listing Rules”) for publication by the Company.

3.   Proposed General Mandate to Issue New Shares

      A general mandate is proposed to be unconditionally given to the Board to issue and dispose of
additional Shares not exceeding 20% of the issued share capital of the Company at the date of the resolution
until the next annual general meeting. The relevant resolution is set out as Ordinary Resolution No. 4(1) in
the Notice of AGM dated 6 April 2011 (“Ordinary Resolution No. 4(1)”).

     In respect of Ordinary Resolution No. 4(1), the Board wishes to state that they have no immediate
plans to issue any new Shares. Approval is being sought from the shareholders of the Company for a
general mandate pursuant to the Listing Rules.

4.   Proposed General Mandate to Repurchase Shares

     Pursuant to the written resolutions passed by the then sole shareholder of the Company dated 8
November 2010, a general mandate was given to the Board to exercise the power of the Company to
repurchase the Shares. Such mandate will lapse at the conclusion of the forthcoming AGM. It is therefore
proposed to seek your approval of the Ordinary Resolution No. 4(2) as set out in the Notice of AGM




                                                   —2—
(“Ordinary Resolution No. 4(2)”) to give a fresh general mandate to the Board to exercise the power of the
Company to repurchase Share(s).

     An explanatory statement, as required by the relevant rules set out in the Listing Rules to regulate the
repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock
Exchange, to provide requisite information to you for your consideration of the proposal to authorise the
Board to exercise the power of the Company to repurchase Share(s) up to a maximum of 10% of the issued
share capital of the Company at the date of Ordinary Resolution No. 4(2) (“Repurchase Proposal”) is set out
in Appendix II to this circular.

5.   Proposed Annual Mandate to Issue Shares Underlying Restricted Share Units (“RSUs”)

     Pursuant to a written resolution passed by the then sole shareholder of the Company dated 8
November 2010, the Company adopted the “Post-IPO RSU Scheme” to attract skilled and experienced
personnel, to incentivize them to remain with the Company and its subsidiaries (the “Group”) and to
motivate them to strive for the future development and expansion of the Group by providing them with the
opportunity to own equity interests in the Company.

     In accordance with the rules of the Post-IPO RSU Scheme, an annual mandate is proposed to be
granted to the Board (i) specifying the maximum number of new Shares that may underlie the RSUs granted
pursuant to the Post-IPO RSU Scheme, and (ii) empowering the Board to allot, issue and deal with Shares
underlying the RSUs granted pursuant to the Post-IPO RSU Scheme, during the period between the AGM
and the next annual general meeting of the Company. The relevant resolutions are set out as Ordinary
Resolution No. 4(4) and Ordinary Resolution No. 4(5) in the Notice of AGM.

6.   Annual General Meeting

     A notice convening the AGM to be held at Tian and Di, 7/F, The Landmark Mandarin Oriental Hotel,
The Landmark, 15 Queen’s Road Central, Central, Hong Kong on 12 May 2011 at 10:00 a.m. is set out in
Appendix III to this circular.

     Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll.

     Proxy form for use at the AGM is enclosed with this circular. The proxy form can also be downloaded
from the Company’s website at http://www.sateri.com or the website of Hong Kong Exchanges and
Clearing Limited at http://www.hkexnews.hk. Whether or not you are able to attend the AGM in person,
please complete, sign and return the enclosed proxy form in accordance with the instructions printed
thereon to the Company’s Hong Kong branch share registrars, Computershare Hong Kong Investor Services
Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible
and in any event not less than 48 hours before the time appointed for the holding of the AGM or any
adjournment thereof. Completion and return of the proxy form will not preclude you from attending and
voting at the AGM or any adjournment thereof should you so wish.

      An announcement will be made by the Company following the conclusion of the AGM to inform you
of the results of the AGM.




                                                  —3—
7.   Recommendation

      The Board considers that the ordinary resolutions as set out in the Notice of AGM are all in the best
interests of the Company and its shareholders as a whole. The Board also considers that it is in the interests
of the Company and its shareholders to elect those Directors proposed to be re-elected. Accordingly, the
Board recommends you to vote in favour of such resolutions at the AGM.




                                                                                Yours faithfully,
                                                                         For and on behalf of the Board
                                                                               John Jeffrey Ying
                                                                                   Chairman




                                                   —4—
APPENDIX I                                                              DETAILS OF DIRECTORS

      The following are the particulars of the Directors (as required by the Listing Rules) proposed to be
elected at the AGM:

     1.   Will Hoon Wee Teng, 47, has been an Executive Director, the chief executive officer of the
          Company since June 2010 and the chief executive officer of Sateri International Co. Ltd (“Sateri
          International”) since 2009. He is also a member of the executive committee of the Company. Mr.
          Hoon is responsible for the Group’s overall management and performance. He was previously
          the vice chairman of Sateri International from 2008 to 2009. Prior to joining Sateri International,
          Mr. Hoon served as a director and senior management officer of several companies. He was
          previously the president of Eu Yan Sang International Ltd, a traditional Chinese medicine
          company, in 2007 and was responsible for developing and implementing its strategy and
          directing and managing its operations. Mr. Hoon was also the executive vice president of
          Transpac Capital Pte Ltd, a private equity firm, from 2000 to 2007 and was responsible for
          overseeing its overall portfolio of investments. He was the executive chairman of Foodstar
          Holdings Pte Ltd, a seasonings company, from 2001 to 2007 and was responsible for overseeing
          its operations. He was the executive director of Hsu Fu Chi Holdings Ltd., a confectionery
          company, from 2002 to 2007 and was responsible for directing the entire preparation for its
          initial public offering. Mr. Hoon was also a managing director and the head of private equity
          at the Crosby Group, an investment bank, from 1998 to 2000 and was responsible for directing
          and managing its private equity investments. From 1989 to 1998, he worked at management
          consulting firms (the last of which being Bain & Company) as a key member in the industrial
          products industry and was responsible for leading assignments. Mr. Hoon graduated from the
          Massachusetts Institute of Technology with a bachelor’s degree in mathematics with computer
          science in June 1987. He completed graduate research at the University of Cambridge (Trinity
          College) in May 1989.

          Mr. Hoon does not have any relationship with any other Directors, senior management or
          substantial or controlling shareholders of the Company. As of the Latest Practicable Date, he was
          deemed to be interested in 3,201,970 underlying shares of the Company pursuant to the Pre-IPO
          RSU Scheme of the Company. Save as disclosed above, Mr. Hoon does not have any interest
          in shares or underlying shares of the Company within the meaning of Part XV of the Securities
          and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”). Mr. Hoon has entered
          into a letter of appointment with the Company for an indefinite term, subject to the retirement
          requirement as set out in the Bye-laws of the Company. The total emoluments of Mr. Hoon for
          the year ended 31 December 2010 is approximately US$821,000, which comprises salaries,
          allowance, share compensation, retirement benefit scheme contributions and other benefits as
          decided by the Remuneration Committee, having regard to the Company’s operating results and
          individual performance.

          Save as disclosed above, there are no other matters concerning Mr. Hoon that need to be brought
          to the attention of the shareholders of the Company nor any information to be disclosed pursuant
          to the requirements of Rule 13.51(2) of the Listing Rules.

     2.   Tey Wei Lin, 39, has been a Non-Executive Director of the Company since June 2010. He
          is also a member of the executive committee, audit committee and nomination committee of
          the Company. Mr. Tey is the president of RGE Pte Ltd (“RGE”), a company which oversees a
          group of companies focused on resource-based manufacturing industries (the “RGE group of
          companies”). He has held senior management positions with the RGE group of companies since
          2001 and, as president of RGE, he currently has management responsibility for group corporate
          functions such as corporate finance, treasury and banking, and strategic planning. Since 2006,


                                                  —5—
APPENDIX I                                                          DETAILS OF DIRECTORS

        Mr. Tey has been a director of Pacific Eagle Asset Management Limited, where he has also been
        appointed as a responsible officer pursuant to SFO (Chapter 571 of the Laws of Hong Kong)
        since 2005. He has been a non-executive director of Asia Pacific Resources International Limited
        since 2008. From 1995 to 2000, Mr. Tey worked with GIC Real Estate, the real estate investment
        arm of the Government of Singapore Investment Corporation, and his last position with GIC
        Real Estate was vice president. Mr. Tey graduated with a first class honors bachelor of business
        administration degree from the National University of Singapore in January 1996.

        Mr. Tey is a director of PO&G Asset Management Limited (“PO&G”), an investment holding
        company incorporated in the Republic of Seychelles. As PO&G does not plan to engage
        in any business in the future, on 7 December 2009, the sole shareholder of PO&G, on the
        recommendation of the directors of PO&G, passed a resolution to voluntarily wind-up and
        dissolve PO&G and a liquidator was appointed for that purpose. The dissolution of PO&G
        commenced on 12 April 2010 and is still in progress. PO&G does not have any liabilities other
        than amounts owing to its sole shareholder.

        Mr. Tey does not have any relationship with any other Directors, senior management or
        substantial or controlling shareholders of the Company. He does not have any interest in
        shares or underlying shares of the Company within the meaning of Part XV of SFO. Mr. Tey
        has entered into a letter of appointment with the Company for an indefinite term, subject to
        the retirement requirement as set out in the Bye-laws of the Company. He did not receive any
        director’s emoluments for the year ended 31 December 2010.

        Save as disclosed above, there are no other matters concerning Mr. Tey that need to be brought
        to the attention of the shareholders of the Company nor any information to be disclosed pursuant
        to the requirements of Rule 13.51(2) of the Listing Rules.

   3.   David Yu Hon To, 63, has been an Independent Non-Executive Director of the Company since
        October 2010. He is also the chairman of the audit committee and a member of the remuneration
        committee of the Company. Mr. Yu has extensive experience in the fields of corporate finance,
        auditing and corporate management, and is the vice chairman of MCL Partners Limited, a Hong
        Kong-based financial advisory and investment firm. Mr. Yu is a fellow member of the Institute
        of Chartered Accountants in England and Wales and an associate member of the Hong Kong
        Institute of Certified Public Accountants. Mr. Yu was an independent non-executive director
        of Cinda International Holdings Limited (formerly known as “Hantec Investment Holdings
        Limited”) from 27 July 2006 until 23 December 2008. Currently, he serves as an independent
        non-executive director of several other companies listed on the Stock Exchange, namely China
        Datang Corporation Renewable Power Co., Great China Holdings Limited, Haier Electronics
        Group Co., Ltd., Hong Kong Energy (Holdings) Limited, Media Chinese International Limited,
        One Media Group Limited, Playmates Holdings Limited, Synergis Holdings Limited, TeleEye
        Holdings Limited and VXL Capital Limited.

        Mr. Yu does not have any relationship with any other Directors, senior management or
        substantial or controlling shareholders of the Company. He does not have any interest in shares
        or underlying shares of the Company within the meaning of Part XV of SFO. Mr. Yu has entered
        into a letter of appointment with the Company for an indefinite term, subject to the retirement
        requirement as set out in the Bye-laws of the Company. He has not entered into any service
        contract with any member of the Group. The Director’s fee of Mr. Yu for the year ended 31
        December 2010 was approximately US$11,000 (being the fee for the period from 28 October
        2010 to 31 December 2010).

        Save as disclosed above, there are no other matters concerning Mr. Yu that need to be brought to
        the attention of the shareholders of the Company nor any information to be disclosed pursuant to
        the requirements of Rule 13.51(2) of the Listing Rules.


                                               —6—
APPENDIX II                                                      EXPLANATORY STATEMENT

This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Listing
Rules in relation to the Repurchase Proposal.

1.   Share Capital

     As at 31 March 2011 (the latest practicable date prior to the printing of this circular) (“Latest
     Practicable Date”), the issued share capital of the Company comprised 3,415,882,250 Shares of
     US$0.05 each.

     Subject to the passing of Ordinary Resolution No. 4(1) and on the basis that no further Shares are
     issued prior to the AGM to be held on 12 May 2011, the Company would be allowed under the
     Repurchase Proposal to repurchase a maximum of 341,588,225 Shares, representing 10% of the issued
     share capital of the Company.

2.   Reasons for Repurchase

     The Directors believe that the Repurchase Proposal is in the best interests of the Company and its
     shareholders.

     Such purchases may, depending on market conditions and funding arrangements at the time, lead to
     an enhancement of the net assets and/or earnings per Share. The Directors will decide on the number
     of Shares to be repurchased on each occasion and the price and other terms upon which the same is
     repurchased at relevant time having regard to the circumstances then pertaining and they will do so
     only when they believe that such repurchases will benefit the Company and the Shareholders as a
     whole. At present, the Directors have no intention to repurchase any Shares.

3.   Funding of Repurchase

     In repurchasing Shares, the Company may only apply funds legally available for such purpose in
     accordance with its memorandum of association and bye-laws and the applicable laws of Bermuda. It
     is envisaged that such repurchases would be paid out of the capital paid up on the repurchased Shares,
     or the funds of the Company otherwise available for dividend or distribution, or the proceeds of a
     fresh issue of Shares made for the purpose. Any premium payable on a repurchase would be provided
     out of funds of the Company otherwise available for dividend or distribution or the Company’s share
     premium account.

     In the event that the Repurchase Proposal was to be carried out in full at any time during the proposed
     repurchase period, there might be a material adverse impact on the working capital or gearing
     position of the Company as compared with the position disclosed in the audited consolidated financial
     statements contained in the Company's annual report for the year ended 31 December 2010. However,
     the Directors do not propose to exercise the Repurchase Proposal to such extent as would, in the
     circumstances, have a material adverse effect on the working capital requirements of the Company
     or the gearing levels which in the opinion of the Directors are from time to time appropriate for the
     Company.




                                                  —7—
APPENDIX II                                                       EXPLANATORY STATEMENT

4.   Share Prices

     The highest and lowest prices at which the Shares have traded on the Stock Exchange during the
     period from 8 December 2010 (the date of listing of the Shares on the Stock Exchange) up to the
     Latest Practicable Date were as follows:

                                                                                    Price per Share
                                                                               Highest           Lowest
                                                                                  HK$               HK$

     2010
     December (since 8 December 2010)                                              8.05                 6.47

     2011
     January                                                                       8.23                 7.10
     February                                                                      7.92                 6.65
     March                                                                         7.78                 6.69

5.   Undertaking

     The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they
     will exercise the power of the Company to make repurchases pursuant to Ordinary Resolution No.
     4(2) and in accordance with the Listing Rules, the bye-laws of the Company and the applicable laws
     of Bermuda.

     None of the Directors nor, to the best of their knowledge having made all reasonable enquires, their
     associates, have any present intention to sell any Shares to the Company under the Repurchase
     Proposal if such is approved by the shareholders of the Company.

     No other connected persons (as defined in the Listing Rules) have notified the Company that they have
     a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the
     Repurchase Proposal is approved by the shareholders of the Company.

6.   Code on Takeovers and Mergers

     If on exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, a shareholder’s
     proportionate interest in the voting rights of the Company increases, such increase will be treated as
     an acquisition for the purposes of Rule 32 of the Code on Takeovers and Mergers (“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 Rules 26
     and 32 of the Takeovers Code.

     As at the Latest Practicable Date, each of Gold Silk Holdings Limited (“Gold Silk”), Fiduco Trust
     Management AG (“Fiduco”), the 100% owner of Gold Silk and the trustee of a discretionary trust
     established by Mr. Sukanto Tanoto (“Mr. Tanoto”) as settler and whose beneficiaries include Mr.
     Tanoto and certain members of his family, and Mr. Tanoto being the ultimate controlling shareholder
     of the Company is taken to have an interest under the SFO in the same block of 2,863,496,750
     Shares, representing approximately 83.83% of the issued share capital of the Company. In the event
     that the Directors exercise in full the power to repurchase Shares which is proposed to be granted



                                                   —8—
APPENDIX II                                                     EXPLANATORY STATEMENT

     pursuant to Ordinary Resolution No. 4(2), then (if the present shareholdings otherwise remained
     the same) the attributable shareholding of Gold Silk, Fiduco and Mr. Tanoto would be increased to
     approximately 93.14% of the issued share capital of the Company. In the opinion of the Directors,
     such increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of
     the Takeovers Code but the number of Shares held in the hands of the public may fall below the limit
     of 16.17% of the total number of Shares in issue as approved by the Stock Exchange. The Directors do
     not intend to exercise the Repurchase Mandate to an extent which will result in the number of Shares
     held in the hands of the public falling below the prescribed limit under the Listing Rules.

7.   Share Purchase made by the Company

     The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in
     the six months preceding the date of this circular.




                                                 —9—
APPENDIX III                                       NOTICE OF ANNUAL GENERAL MEETING




                                   (Incorporated in Bermuda with limited liability)
                                              (Stock Code: 1768)

                         NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Sateri Holdings
Limited (the “Company”) will be held at Tian and Di, 7/F, The Landmark Mandarin Oriental Hotel, The
Landmark, 15 Queen’s Road Central, Central, Hong Kong on 12 May 2011 at 10:00 a.m. for the following
purposes:

1.   To receive the audited Financial Statements, the Directors’ Report and the Independent Auditor’s
     Report for the year ended 31 December 2010.

2.   To elect directors of the Company (the “Directors”) and authorise the board of Directors to fix the
     directors’ remuneration.

3.   To appoint auditor and authorise the Board of the Company to fix their remuneration.

4.   As a special business, to consider and, if thought fit, pass with or without amendments, the following
     resolutions as ordinary resolutions:

     (1)   “THAT a general mandate be and is hereby unconditionally given to the Directors to allot, issue
           and deal with shares of the Company (the “Shares”) or securities convertible into Shares or
           options, warrants or similar rights to subscribe for Shares or such convertible securities and to
           make or grant offers, agreements or options which would or might require the exercise of such
           powers, provided that the aggregate nominal value of Shares allotted or agreed to be allotted by
           the Directors other than pursuant to:

           (a)   a rights issue;

           (b)   any scrip dividend scheme or similar arrangement providing for the allotment of Shares in
                 lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the
                 Company;

           (c)   the vesting of restricted share units (“RSUs”) granted pursuant to the Pre-IPO RSU Scheme
                 and the Post-IPO RSU Scheme adopted by the Company on 8 November 2010;

           (d)   the exercise of options granted pursuant to the share option scheme adopted by the
                 Company on 8 November 2010; or




                                                     — 10 —
APPENDIX III                                  NOTICE OF ANNUAL GENERAL MEETING

         (e)   a specific authority granted by the Shareholders in general meeting,

         shall not exceed 20% of the total nominal value of the share capital of the Company in issue at
         the date of the passing of this resolution no. 4(1).

         This general mandate to issue Shares will expire:

         (i)   at the conclusion of our next annual general meeting; or

         (ii) at the end of the period within which we are required by any applicable law or our Bye-
              laws to hold our next annual general meeting; or

         (iii) when varied or revoked by an ordinary resolution of our Shareholders in general meeting,

         whichever is the earliest.”

   (2)   “THAT a general unconditional mandate be and is hereby granted to the Directors to exercise
         all powers of the Company to repurchase on the Stock Exchange or on any other stock exchange
         on which the securities of the Company may be listed and which is recognised by the Securities
         and Futures Commission of Hong Kong and the Stock Exchange for this purpose Shares with
         a total nominal value of not more than 10% of the total nominal value of the share capital of
         the Company in issue at the date of this Resolution, and the said approval shall be limited
         accordingly.

         This general mandate to repurchase Shares will expire:

         (i)   at the conclusion of our next annual general meeting; or

         (ii) at the end of the period within which we are required by any applicable law or our Bye-
              laws to hold our next annual general meeting; or

         (iii) when varied or revoked by an ordinary resolution of our Shareholders in general meeting,

         whichever is the earliest.”

   (3)   “THAT conditional upon the passing of resolutions nos. 4(1) and 4(2) set out in the notice of this
         meeting, the general mandate granted to the Directors pursuant to resolution no. 4(1) set out in
         the notice of this meeting and for the time being in force to exercise the powers of the Company
         to allot, issue and otherwise deal with additional shares in the capital of the Company and to
         make or grant offers, agreements and options (including warrants, bonds, debentures, notes and
         other securities which carry rights of subscription for or conversion into shares of the Company)
         be and is hereby extended by the addition thereto of an amount representing the aggregate
         nominal amount of the shares of the Company purchased or repurchased by the Company
         under the authority granted pursuant to resolution no. 4(2) set out in the notice of this meeting,
         provided that such extended amount shall not exceed 10% of the aggregate nominal amount of
         the share capital of the Company in issue at the date of the passing of this resolution.”

   (4)   “THAT the maximum number of new Shares that may underlie the RSU’s granted pursuant to
         the Post-IPO RSU Scheme shall be 336,882,675.”




                                                — 11 —
APPENDIX III                                                  NOTICE OF ANNUAL GENERAL MEETING

         (5)   “THAT the Board has the power to allot, issue and deal with Shares underlying the RSUs
               granted pursuant to the Post-IPO RSU Scheme as and when the RSUs vest.

               This special mandate will expire:

               (i)    at the conclusion of our next annual general meeting; or

               (ii) at the end of the period within which we are required by any applicable law or our Bye-
                    laws to hold our next annual general meeting; or

               (iii) when varied or revoked by an ordinary resolution of our Shareholders in general meeting,

               whichever is the earliest.”

                                                                                                             By Order of the Board
                                                                                                                Sincere Wong
                                                                                                              Company Secretary

Hong Kong, 6 April 2011

Notes:


a.       Any member entitled to attend and vote at the Annual General Meeting shall be entitled to appoint more than one proxy to
         attend and vote instead of him. A proxy need not be a member of the Company.

b.       To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed, or
         a certified copy of such power or authority, must be delivered to the Company’s Hong Kong branch share registrars,
         Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong
         Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof (as
         the case may be).

c.       Completion and return of the proxy form will not preclude a member from attending and voting at the Annual General Meeting
         or any adjournment thereof (as the case may be) should the member so desires.

d.       The Register of Members of the Company will be closed from 9 May 2011 to 12 May 2011, both days inclusive, during which
         period no transfer of shares will be effected. In order to determine the entitlement to attend and vote at the Annual General
         Meeting, all share certificates with completed transfer forms, either overleaf or separately, must be lodged with the Company’s
         Hong Kong branch share registrars, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor,
         Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 6 May 2011.

e.       In relation to item No. 2 above, Will Hoon Wee Teng, Tey Wei Lin, David Yu Hon To and Craig Edward Barker will retire by
         rotation. Except for Craig Edward Barker who does not stand for re-election, all the said retiring Directors, being eligible, have
         offered themselves for re-election at the Annual General Meeting. Details of the said retiring Directors who offer themselves for
         re-election are set out in Appendix I to the circular of the Company dated 6 April 2011 (the “Circular”). Details of submitting
         the proposal by a shareholder for nomination of a person for election as a Director of the Company at the Annual General
         Meeting are set out under the section headed “Proposed Election of Directors” in the Circular.

f.       In relation to Ordinary Resolution No. 4(2) above, the Explanatory Statement containing the information necessary to enable
         the shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the
         Company of its own shares, as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
         Limited, is set out in Appendix II to the Circular.




                                                                 — 12 —

				
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language:English
pages:12