Procedures for Shareholders to Propose a Person for Election as a Director

Pursuant to Article 120 of articles of association, it provides that “No person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of director at any general meeting, unless during the period commencing no earlier than the day after the dispatch of the notice of the meeting appointed for such election and ending no later than seven days prior to the date of such meeting, a notice in writing signed by a member (not being the person to be proposed) duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose that person for election as a Director and notice in writing signed by that person to be proposed of his willingness to be elected shall have been delivered to the Company’s principal place of business in Hong Kong not less than seven days before the date of the general meeting.”

 

 

Accordingly, if a shareholder of the Company (“Shareholder”) wishes to nominate a person to stand for election as a director of the Company (“Director(s)”), necessary documents must be validly sent to the Company’s principal place of business in Hong Kong (note 1). They are:

 

(i) his/her notice of intention to propose a resolution at the general meeting; and

(ii) a notice executed by the nominated candidate of the candidate’s willingness to be
appointed together with:

  • (A) that candidate’s information as required to be disclosed under Rule 13.51(2)
    of the Rules Governing the Listing of Securities on The Stock Exchange of
    Hong Kong Limited (the “Listing Rules”) and such other information, as
    set out in the below heading “Required information of the candidate(s)
    nominated by Shareholders”, and

    (B) the candidate’s written consent to the publication of his/her personal data. In order to ensure that Shareholders have sufficient time to receive and consider the
    information of the nominated candidate(s), Shareholders are urged to submit their
    proposals as early as practicable (note 2), so that an announcement can be issued or a
    supplemental circular containing information of the candidate(s) proposed by
    Shareholders can be dispatched to Shareholders as soon as practicable. The Company will
    assess whether or not it is necessary to adjourn the meeting of election to give
    shareholders at least ten business days to consider the relevant information disclosed in
    the announcement or supplementary circular (note 3).
    The Shareholder proposing the candidate will be required to read out aloud the proposed
    resolution at the general meeting.

  • Required information of the candidate(s) nominated by Shareholders

    (a) full name and age;
    (b) positions held with the Company and/or its subsidiaries (if any);
    (c) length or proposed length of service with the Company;
    (d) current employment and such other information (which may include business
    experience and academic qualifications) of which Shareholders should be aware of,
    pertaining to the ability or integrity of the candidate;
    (e) experience including:
    (i) other directorships held in the past three years in public companies of
    which the securities are listed on any securities market in Hong Kong and
    overseas, and
    (ii) other major appointments and professional qualifications;
    (f) relationships with any Directors, senior management, substantial shareholders or
    controlling shareholders (as defined in the Listing Rules) of the Company, or an
    appropriate negative statement;
    (g) interests in shares of the Company within the meaning of Part XV of the SFO, or
    an appropriate negative statement;
    (h) a declaration made by the nominated candidate in respect of the information
    required to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules,
    or an appropriate negative statement to that effect where there is no information to
    be disclosed pursuant to any of such requirements nor there are any other matters
    relating to that nominated candidate’s standing for election as a Director that
    should be brought to Shareholders’ attention; and (i) contact details.
    Notes:
    1. The address of the Company’s principal place of business is 2nd Floor, Wah Kit Commercial
    Centre, 302 Des Voeux Road Central, Hong Kong.
    2. The period for lodgment of the notices of (i) and (ii) above will commence no earlier than the day
    after the dispatch of the notice of the general meeting and end no later than seven days prior to the
    date of such meeting.
    3. Rule 13.70 of the Listing Rules.
    * For identification purpose only