Midland Holdings Limited

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. Midland Holdings Limited * 美聯集團有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 1200) REQUISITION NOTICES TO CONVENE A SPECIAL GENERAL MEETING AND CLOSURE OF REGISTER OF MEMBERS THE REQUISITION NOTICES AND REQUISITIONED RESOLUTIONS The Board announces that the Company received two Requisition Notices, both dated 26 June 2014 and issued by two Requisitionists, namely, Apex and an individual Shareholder CHOI Kin Man, who stated that they held an aggregate of 75,676,000 Shares or approximately 10.54% shareholding in the Company as at the date of deposit of such notices. The Requisition Notices were hand delivered by a representative of Apex to the Company at its head office and principal place of business in Hong Kong on 26 June 2014 immediately after the conclusion of the 2014 AGM but before the poll results of the 2014 AGM were released. The Requisitionists issued the Requisition Notices to requisition the Directors to convene a special general meeting under section 74 of the Companies Act and Bye-law 58 of the Bye-laws for proposing the Requisitioned Resolutions as ordinary resolutions. The Requisitioned Resolutions (Note 1) in both notices are identical, as set out below: 1. THAT (1) the basic salary of the Company s individual director shall not exceed HK$3,000,000 for each financial year and any remuneration of the persons mentioned herein shall be approved by the remuneration committee; (2) the aggregate basic remuneration of all executive directors and non-executive directors of the Company (but exclude independent non-executive directors of the Company) shall not exceed HK$14,000,000 for each financial year; and (3) any discretionary bonus, commission, allowance or benefit in kinds (other than statutory compensation) (the Other Compensation ) for all directors of the * For identification purpose only - 1 -

2 Company in a financial year shall not exceed 10% of the consolidated profit before tax and before such Other Compensation of the Company in the relevant financial year. 2. THAT Ms. Tang Mei Lai Metty be removed as a director of the Company with immediate effect. 3. THAT Ms. Wong Ching Yee Angela be removed as a director of the Company with immediate effect. (Note 2) and 4. To revoke the general mandate granted to the directors of the Company at its Annual General Meeting held on 26 June 2014 to allot, issue and deal with shares of HK$0.10 in the capital of the Company (pursuant to Resolution No. 5 of the Company s notice of annual general meeting dated 26 May 2014). Notes: 1. The original Requisition Notices were in English. The extract from the Requisition Notices in the Chinese version of this announcement is a translation of the original in English for reference only. If there is any inconsistency between the Chinese version and the English version of the extract from the Requisition Notices, the English version shall prevail. 2. As there is no incumbent Director known by the name of Ms. Wong Ching Yee Angela as stated in the Requisition Notices, the Director in Requisitioned Resolution 3 is understood to refer to Ms. WONG Ching Yi, Angela, an Executive Director. No statement has been provided by the Requisitionists in the Requisition Notices with respect to the matters referred to in the Requisitioned Resolutions. ENGAGEMENT WITH THE REQUISITIONISTS IN RESPECT OF THE REQUISITION NOTICES The Company has taken legal advice in respect of the Requisitioned Resolutions. On 7 July 2014, the Company through its legal advisers, wrote a letter to both Requisitionists to ascertain their position in respect of the Requisitioned Resolutions as follows: (a) The Company highlighted the fact that Requisitioned Resolutions 1, 2 and 4 are essentially matters which have just recently been considered and dealt with by the Shareholders at the 2014 AGM. At the 2014 AGM, the resolutions proposed to re-elect Ms. TANG Mei Lai, Metty as Director, to grant authority to the Board to fix the remuneration of the Directors and to grant the 2014 Issue Mandate have been duly passed by the Shareholders. Given that the Requisition Notices were hand delivered by a representative of Apex before the poll results of the 2014 AGM were released and in view of the Shareholders approval in respect of these matters, the Company wished to ascertain whether the Requisitionists would consider withdrawing the requisitions in respect of these matters so as to save the costs and administrative workload of the Company. (b) In the event that the Requisitionists do not agree to withdraw the requisitions, the - 2 -

3 Company further invited them to give their reason(s), if any, for their requisitions in respect of the above three proposed resolutions notwithstanding that the same subject matters have been discussed and resolved by the Shareholders very recently at the 2014 AGM. (c) The Company pointed out to the Requisitionists that based on the legal advice obtained by the Company, Requisitioned Resolution 1(3) as stated in the Requisition Notices cannot be properly moved as it will contravene the relevant provisions of the Bye-laws. The Company has been advised that the proper interpretation without contravening the Byelaws is that the references to basic salary and basic remuneration in Requisitioned Resolution 1(1) and 1(2) mean and refer to the ordinary remuneration of the Directors as referred to in Bye-law 96 of the Bye-laws. The Company therefore asked the Requisitionists to clarify their intention and interpretation of these resolutions, if they actually intended to properly move them at the SGM. On 9 July 2014, Apex through its solicitors replied in writing to the Company s solicitors that their client, Apex, needs more time to consider and indicated that it will provide a reply on or before the end of July As at 5:00 p.m. on the date of this announcement, the Company has not received any substantive response from Apex, its solicitors or the other Requisitionist to the above. CONVENING THE SGM AND CLOSURE OF REGISTER OF MEMBERS Under the Companies Act and the Bye-laws, the Board has up to 21 days from the date of deposit of the Requisition Notices to convene the SGM as requisitioned by the Requisition Notices. In view of the statutory requirements, the Board resolved to convene the SGM and to issue the SGM Notice. Each Director has declared his/her interests and each Director who has material interests has abstained from voting on the relevant board resolutions. At the SGM, the Requisitioned Resolutions will be proposed as ordinary resolutions, and the Shareholders will be asked to vote on them. The Company intends to despatch the SGM Notice and the SGM Circular to the Shareholders on or before 16 July The SGM Circular will contain further details of the Requisitioned Resolutions, the views of the Directors in respect of the relevant resolutions and the voting recommendations of the Directors to the Shareholders at the SGM. The SGM is expected to be held on Friday, 15 August 2014 in accordance with the Companies Act and the Bye-laws. The votes of the Shareholders at the SGM will be taken by poll in accordance with the Listing Rules and the Bye-laws. For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Wednesday, 13 August 2014 to Friday, 15 August 2014, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the SGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 12 August

4 DEFINITIONS In this announcement, the following terms shall have the meanings set opposite them unless the context requires otherwise: 2014 AGM the annual general meeting of the Company duly held on 26 June 2014, at which all resolutions proposed by the Board have been duly passed 2014 Issue Mandate the general and unconditional mandate granted to the Board at the 2014 AGM to exercise all the powers of the Company to allot, issue and deal with new Shares not exceeding 10 per cent of the issued share capital of the Company as at the date of the 2014 AGM Apex Board Bye-laws Companies Act Company Director(s) HK$ Hong Kong Listing Rules Requisition Notices Requisitioned Resolutions Requisitionists SGM SGM Circular Apex Benchmark Limited, which stated in its disclosure of interest forms filed with the Company that it is incorporated in the British Virgin Islands the board of Directors the bye-laws of the Company the Companies Act 1981 of Bermuda (as amended) Midland Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange the director(s) of the Company Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China the Rules Governing the Listing of Securities on the Stock Exchange two requisition notices both dated 26 June 2014 and issued by the Requisitionists to requisition the Directors to convene a special general meeting as described in this announcement the ordinary resolutions proposed by the Requisitionists as set out in the Requisition Notices Apex and an individual Shareholder CHOI Kin Man the special general meeting of the Company to be held pursuant to the Requisition Notices the circular to be issued by the Company at the same time as the issue of the SGM Notice in respect of the Requisitioned Resolutions - 4 -

5 SGM Notice Share(s) Shareholder(s) Stock Exchange the notice to be issued by the Company to convene the SGM ordinary share(s) of the Company holder(s) of Share(s) The Stock Exchange of Hong Kong Limited By Order of the Board Midland Holdings Limited MUI Ngar May, Joel Company Secretary Hong Kong, 14 July 2014 As at the date of this announcement, the Board comprises eleven Directors, of which five are Executive Directors, namely Ms. TANG Mei Lai, Metty, Ms. WONG Ching Yi, Angela, Mr. WONG Tsz Wa, Pierre, Ms. IP Kit Yee, Kitty and Mr. CHEUNG Kam Shing; two are Non-executive Directors, namely Mr. WONG Kin Yip, Freddie and Mr. KAN Chung Nin, Tony; and four are Independent Non-executive Directors, namely Mr. KOO Fook Sun, Louis, Mr. SUN Tak Chiu, Mr. CHAN Nim Leung, Leon and Mr. WONG San