THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 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 licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in HKBN Ltd., you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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. HKBN Ltd. (Incorporated in the Cayman Islands with limited liability) Stock Code: 1310 PROPOSED RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of the Company to be held at 10:00 a.m., on 15 December 2015, Tuesday at Awesome Space, 14th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong is set out on pages 15 to 18 in this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the office of the Company s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting, or any adjournment thereof, should you so wish. 16 November 2015

2 CONTENTS Page DEFINITIONS... 1 LETTER FROM THE BOARD... 3 APPENDIX I PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION... 7 APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE NOTICE OF ANNUAL GENERAL MEETING i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: Annual General Meeting or AGM the annual general meeting of the Company to be convened at 10:00 a.m. on 15 December 2015, Tuesday at Awesome Space, 14th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong, notice of which is set out on pages 15 to 18 in this circular Articles the articles of association of the Company, as amended, supplemented or otherwise modified from time to time Board the board of Directors Company HKBN Ltd., a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange Director(s) director(s) of the Company Group the Company and its subsidiaries HK$ Hong Kong dollars Latest Practicable Date 10 November 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited Plan the Co-Ownership Plan II adopted by the Company on 21 February 2015 Repurchase Mandate a general and unconditional mandate enabling Directors to repurchase Shares as described in the section headed General Mandates to Issue and to Repurchase Shares SFO Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) Share(s) ordinary share(s) of HK$ each in the capital of the Company 1

4 DEFINITIONS Shareholder(s) Shares Issue Mandate Stock Exchange Takeovers Code holder(s) of the Share(s) a general and unconditional mandate enabling Directors to issue Shares as described in the section headed General Mandates to Issue and to Repurchase Shares The Stock Exchange of Hong Kong Limited The Codes on Takeovers and Mergers and Share Buybacks % per cent. 2

5 LETTER FROM THE BOARD HKBN Ltd. (Incorporated in the Cayman Islands with limited liability) Stock Code: 1310 Board of Directors: Chairman and Independent Non-executive Director Bradley Jay HORWITZ Executive Directors William Chu Kwong YEUNG Ni Quiaque LAI Independent Non-executive Directors Stanley CHOW Quinn Yee Kwan LAW, SBS, JP Registered Office: P.O. Box 309 Ugland House Grand Cayman KY Cayman Islands Principal Place of Business in Hong Kong: 12th Floor, Trans Asia Centre 18 Kin Hong Street, Kwai Chung New Territories Hong Kong 16 November 2015 To the Shareholders Dear Sir or Madam, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against the resolutions to be proposed at the AGM for the approval of, inter alia: (a) re-election of retiring Directors; and (b) the grant of the Shares Issue Mandate and Repurchase Mandate to the Directors to issue new Shares and repurchase Shares. 3

6 LETTER FROM THE BOARD 2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS In accordance with article 16.2 of the Articles, Mr. Bradley Jay Horwitz, Mr. William Chu Kwong Yeung, Mr. Ni Quiaque Lai, Mr. Stanley Chow and Mr. Quinn Yee Kwan Law who were appointed to fill casual vacancies or as additions to the Board will hold office until the forthcoming AGM when they will retire and being eligible, will offer themselves for re-election at the forthcoming AGM. 3. RECOMMENDATIONS OF THE NOMINATION COMMITTEE On 30 October 2015, the nomination committee of the Company nominated and the Board recommended the retiring Directors, Mr. Bradley Jay Horwitz, Mr. William Chu Kwong Yeung, Mr. Ni Quiaque Lai, Mr. Stanley Chow and Mr. Quinn Yee Kwan Law to stand for re-election as Directors at the AGM. As good corporate governance practice, each of Mr. Bradley Jay Horwitz, Mr. William Chu Kwong Yeung, Mr. Ni Quiaque Lai, Mr. Stanley Chow and Mr. Quinn Yee Kwan Law abstained from voting on the respective propositions of their own recommendations for re-election by the Shareholders. The nomination committee is also responsible for, inter alia, assessing the independence of the independent non-executive Directors. On 30 October 2015, the nomination committee assessed and reviewed the individual independent non-executive Director s written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and, affirmed that all independent non-executive Directors including, Mr. Bradley Jay Horwitz, Mr. Stanley Chow and Mr. Quinn Yee Kwan Law remained independent. Pursuant to Rule of the Listing Rules, particulars of Mr. Bradley Jay Horwitz, Mr. William Chu Kwong Yeung, Mr. Ni Quiaque Lai, Mr. Stanley Chow and Mr. Quinn Yee Kwan Law are set out in Appendix I to this circular. 4. GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES At the last sole Shareholder s meeting of the Company held on 21 February 2015, which was before the Company s listing on the Stock Exchange on 12 March 2015 (the Listing Date ), the Directors were granted a general mandate to allot and issue Shares and a general mandate to repurchase Shares. These mandates will expire at the conclusion of the AGM. The Directors propose to seek the approval of the Shareholders at the AGM for the grant of: (a) the Shares Issue Mandate to issue Shares up to a maximum of 20% of the aggregate nominal amount of the Shares in issue as at the date of passing of relevant resolution (i.e. an aggregate nominal amount of Shares up to approximately HK$20,113 (equivalent to 201,133,333 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of AGM/no further Shares are issued or repurchased before the AGM); 4

7 LETTER FROM THE BOARD (b) the Repurchase Mandate to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the Shares in issue as at the date of passing of the relevant resolution (i.e. an aggregate nominal amount of Shares up to approximately HK$10,057 (equivalent to 100,566,666 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of AGM/no further Shares are issued or repurchased before the AGM); and (c) an extension (the Extension ) of the Shares Issue Mandate by an amount representing the aggregate nominal amount of the Shares repurchased pursuant to the Repurchase Mandate. The explanatory statement to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision whether to vote for or against the resolution concerning the Repurchase Mandate as required by the Listing Rules is set out in Appendix II to this circular. 5. RECOMMENDATIONS The Directors consider that the re-election of retiring Directors, the grant of the Shares Issue Mandate and Repurchase Mandate and the Extension are in the best interest of the Company and the Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of all resolutions to be proposed at the AGM. 6. ACTION TO BE TAKEN A form of proxy at the Annual General Meeting is enclosed herewith. Whether or not you intend to attend the AGM, you are requested to complete the form of proxy and return it to the office of the Company s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of a form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you so wish. 7. ANNUAL GENERAL MEETING Notice of the Annual General Meeting is set out on pages 15 to 18 in this circular. 5

8 LETTER FROM THE BOARD 8. RESPONSIBILITY OF DIRECTORS This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained herein misleading. Yours faithfully, For and on behalf of HKBN Ltd. Bradley Jay Horwitz Chairman 6

9 APPENDIX I PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION Pursuant to the Listing Rules, particulars of retiring Directors subject to re-election at the AGM according to the Articles and will be proposed to be re-elected at the AGM are set out below: CHAIRMAN AND INDEPENDENT NON-EXECUTIVE DIRECTOR Mr. Bradley Jay HORWITZ Bradley Jay HORWITZ, aged 60, was appointed as an independent non-executive Director, the Chairman of the Board and a member of the audit committee and the nomination committee of the Company on 6 February Mr. Horwitz has over 30 years of experience in the wireless and telecommunication industry. Mr. Horwitz founded Trilogy International Partners in 2005 and has been the president and chief executive officer of the company since it was founded. Trilogy International Partners was established to acquire wireless international assets in Haiti and Bolivia and to develop additional international wireless assets, primarily in South America and the Caribbean. Prior to establishing Trilogy International Partners, Mr. Horwitz served as president of Western Wireless International, having founded the company in 1995 while also serving as an executive vice president of Western Wireless Corporation. Previously, Mr. Horwitz was a founder and chief operating officer of SmarTone Mobile Communications Limited and he worked in various management capacities for McCaw Cellular including serving as vice president of international operations. Mr. Horwitz graduated from San Diego State University, U.S. with a Bachelor of Science Degree in August Save as disclosed above, Mr. Horwitz did not hold any directorship in other listed public companies in the last three years up to the Latest Practicable Date. Save as disclosed above, Mr. Horwitz is not connected with any Director, senior management, substantial shareholders or controlling shareholders of the Company. As at Latest Practicable Date, Mr. Horwitz is interested in 100,000 Shares. Mr. Horwitz has signed a letter of appointment issued by the Company on 6 February He is subject to retirement by rotation and re-election in accordance with the Articles and the Listing Rules. According to the letter of appointment, Mr. Horwitz is entitled to a director s fee of HK$388,000 per annum for services as an independent non-executive Director. There is no information which is required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There is no other matter that needs to be brought to the attention of the Shareholders in respect of Mr. Horwitz s re-election. 7

10 APPENDIX I PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION EXECUTIVE DIRECTORS Mr. William Chu Kwong YEUNG William Chu Kwong YEUNG, aged 54, is the Chief Executive Officer of the Group, an executive Director, the Chairman of the nomination committee and a member of the remuneration committee of the Company. Mr. Yeung joined the Group in October 2005 as the Chief Operating Officer, overseeing customer engagement, relationship management and network development. In November 2008, Mr. Yeung was appointed as the Chief Executive Officer with the responsibility of developing corporate strategies and overseeing operations. Mr. Yeung has more than 23 years of experience in the telecommunications industry. Prior to joining the Group, Mr. Yeung was director of customers division at SmarTone Mobile Communications Limited, and served as a police inspector with the Hong Kong Police Force. Mr. Yeung obtained a Bachelor of Arts Degree from Hong Kong Baptist University, Hong Kong in December 1992 and obtained a Master of Business Administration Degree from the University of Strathclyde, U.K. in November 1995 and a Master of Science Degree in Electronic Commerce and Internet Computing from The University of Hong Kong, Hong Kong in November Save as disclosed above, Mr. Yeung did not hold any directorship in other listed public companies in the last three years up to the Latest Practicable Date. Save as disclosed above, Mr. Yeung is not connected with any Director, senior management, substantial shareholders or controlling shareholders of the Company. Apart from being an executive Director, Mr. Yeung is also a director in various subsidiaries of the Group. As at Latest Practicable Date, Mr. Yeung is interested in 26,437,906 Shares within the meaning of Part XV of the SFO, including 238,608 Shares granted by the Company with vesting conditions pursuant to the Plan. Mr. Yeung entered into a service contract with the Company on 6 February He is subject to retirement by rotation and re-election in accordance with the Articles and the Listing Rules. Mr. Yeung is not entitled to any director s fee under the service contract. His salary is to be determined by the Board with reference to his duties and responsibilities with the Company, the Company performance and the prevailing market situation. For the year ended 31 August 2015, Mr. Yeung is entitled to receive salaries (including allowances and retirement scheme contributions), discretionary bonus and share-based payments of HK$11,819,000. There is no information which is required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There is no other matter that needs to be brought to the attention of the Shareholders in respect of Mr. Yeung s re-election. 8

11 APPENDIX I PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION Mr. Ni Quiaque LAI Ni Quiaque LAI, aged 45, is the Head of Talent Engagement and the Chief Financial Officer of the Group, and an executive Director. Mr. Lai joined the Group in May 2004 and has over 20 years of experience in the telecommunications, research and finance industries. Prior to joining the Group, Mr. Lai was an analyst and the director and Head of Asia Telecom Research for Credit Suisse, where he was involved in numerous global fund raising initiatives for a wide range of Asian Telecom carriers. Prior to Credit Suisse, Mr. Lai held positions in HKT, as a strategic planning manager, and Kleinwort Benson Securities (Asia). He graduated from the University of Western Australia, Australia with a Bachelor of Commerce Degree in April 1990 and obtained an Executive Master of Business Administration Degree from Kellogg-HKUST, Hong Kong in June Mr. Lai is a Fellow member of Hong Kong Institute of Certified Public Accountants (HKICPA) and CPA Australia, and a Member of the Hong Kong Institute of Directors. Save as disclosed above, Mr. Lai did not hold any directorship in other listed public companies in the last three years up to the Latest Practicable Date. Save as disclosed above, Mr. Lai is not connected with any Director, senior management, substantial shareholders or controlling shareholders of the Company. Apart from being an executive Director, Mr. Lai is also a director in various subsidiaries of the Group. As at Latest Practicable Date, Mr. Lai is interested in 32,549,652 Shares within the meaning of Part XV of the SFO, including 158,132 Shares granted by the Company with vesting conditions pursuant to the Plan. Mr. Lai entered into a service contract with the Company on 6 February He is subject to retirement by rotation and re-election in accordance with the Articles and the Listing Rules. Mr. Lai is not entitled to any director s fee under the service contract. His salary is to be determined by the Board with reference to his duties and responsibilities with the Company, the Company performance and the prevailing market situation. For the year ended 31 August 2015, Mr. Lai is entitled to receive salaries (including allowances and retirement scheme contributions), discretionary bonus and share-based payments of HK$7,918,000. There is no information which is required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There is no other matter that needs to be brought to the attention of the Shareholders in respect of Mr. Lai s re-election. 9

12 APPENDIX I PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION INDEPENDENT NON-EXECUTIVE DIRECTORS Mr. Stanley CHOW Stanley CHOW, aged 51, was appointed as an independent non-executive Director, the Chairman of the remuneration committee and a member of the audit committee and the nomination committee of the Company on 6 February Mr. Chow has over 21 years of experience as a corporate lawyer in Hong Kong and Canada, including over 18 years of experience in dealing with the Stock Exchange s Listing Rules during his time in private practice and as a senior manager in the Stock Exchange s Listing Division. Mr. Chow was a partner in the Hong Kong office of Latham & Watkins, an international law firm, from March 2009 to February 2014 where he was the local department chair of the corporate department in Hong Kong. He was also a member of the firm s Initiatives Committee from March 2012 to February Prior to joining Latham & Watkins, Mr. Chow practised law with Allen & Overy, another international law firm, from November 1996 to January 2009 where he was a partner in its Hong Kong office for over 8 years. As a corporate lawyer in Hong Kong, Mr. Chow has advised on a broad range of corporate finance and mergers and acquisitions transactions, including in the context of the Stock Exchange and the Listing Rules. Prior to Mr. Chow s time in private practice, he was a senior manager in the Stock Exchange s Listing Division from May 1995 to October 1996 and also practiced law with Canadian law firms in Hong Kong and Canada. Mr. Chow is a member of The Law Society of Hong Kong s Company Law Committee and was admitted as a solicitor in Hong Kong in 1995 and in England and Wales in He was also admitted as a barrister and solicitor in British Columbia, Canada in 1994 and in Ontario, Canada in Mr. Chow graduated from Queen s University, Canada with a Bachelor of Commerce (Honours) Degree in May 1986 and obtained a Juris Doctor with Honour Standing from the University of Toronto, Canada in June Save as disclosed above, Mr. Chow did not hold any directorship in other listed public companies in the last three years up to the Latest Practicable Date. Save as disclosed above, Mr. Chow is not connected with any Director, senior management, substantial shareholders or controlling shareholders of the Company. As at Latest Practicable Date, Mr. Chow is not interested in the Shares within the meaning of Part XV of the SFO. Mr. Chow has signed a letter of appointment issued by the Company on 6 February He is subject to retirement by rotation and re-election in accordance with the Articles and the Listing Rules. According to the letter of appointment, Mr. Chow is entitled to a director s fee of HK$388,000 per annum for services as an independent non-executive Director. There is no information which is required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There is no other matter that needs to be brought to the attention of the Shareholders in respect of Mr. Chow s re-election. 10

13 APPENDIX I PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION Mr. Quinn Yee Kwan LAW, SBS, JP Quinn Yee Kwan LAW, SBS, JP, aged 62, was appointed as an independent nonexecutive Director, the Chairman of the audit committee and a member of the remuneration committee and the nomination committee of the Company on 6 February Mr. Law presently serves as a council member cum audit committee chairman at the Hong Kong University of Science and Technology, Hong Kong, and a member of Professional Conduct Committee of the Hong Kong Institute of Certified Public Accountants. Mr. Law is currently one of the independent non-executive directors of ENN Energy Holdings Limited (stock code: 2688), whose shares are listed on the Main Board of the Stock Exchange. From 1 March 2008 to 1 March 2013, Mr. Law was the deputy chairman and managing director of the Urban Renewal Authority, a statutory organisation in Hong Kong. Mr. Law is a fellow of the Hong Kong Institute of Certified Public Accountants and is also a fellow of the Association of Chartered Certified Accountants. Mr. Law was admitted as an associate of the Institute of Chartered Secretaries and Administrators on 11 November Save as disclosed above, Mr. Law did not hold any directorship in other listed public companies in the last three years up to the Latest Practicable Date. Save as disclosed above, Mr. Law is not connected with any Director, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Law is not interested in the Shares within the meaning of Part XV of the SFO. Mr. Law has signed a letter of appointment issued by the Company on 6 February He is subject to retirement by rotation and re-election in accordance with the Articles and the Listing Rules. According to the letter of appointment, Mr. Law is entitled to a director s fee of HK$388,000 per annum for services as an independent non-executive Director. There is no information which is required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There is no other matter that needs to be brought to the attention of the Shareholders in respect of Mr. Law s re-election. 11

14 APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE This appendix contains information required under the Listing Rules to be included in an explanatory statement to accompany the notice of a general meeting at which a resolution in relation to the repurchase by the Company of its own Shares is to be proposed. Its purpose is to provide Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution approving the Repurchase Mandate at the AGM. REPURCHASE MANDATE At the AGM, an ordinary resolution will be proposed to approve the Repurchase Mandate. Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the share capital of the Company in issue on the date the resolution granting the Repurchase Mandate is passed. As at the Latest Practicable Date, there were in issue an aggregate of 1,005,666,666 Shares. Exercise in full of the Repurchase Mandate, on the basis that no further Shares are issued or repurchased prior to the date of the AGM, would accordingly result in up to 100,566,666 Shares being repurchased by the Company. The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below: (a) Shareholders approval The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval of a specific transaction. The Shares to be repurchased must be fully paid up. (b) Source of funds Repurchases must be funded out of funds legally available for the purpose in accordance with the Company s memorandum of association and Articles and the applicable laws in the Cayman Islands. A listed company may not repurchase its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. It is presently proposed that any repurchase of Shares would be made out of capital paid up on the repurchased Shares, funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose and, in the case of any premium payable on such repurchase, from funds of the Company otherwise available for dividend or distribution or from the Company s share premium account. 12

15 APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE (c) Impact on working capital or gearing position There might be a material adverse impact on the working capital requirements of the Company or the gearing level (as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 August 2015 as set out in the Company s 2015 annual report) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an 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. (d) Reasons for repurchases The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share of the Company and its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders. (e) General None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their associates have any present intention to sell any Shares to the Company or its subsidiaries if the Repurchase Mandate is approved by the Shareholders of the Company. (f) Undertaking of the Directors The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands. (g) Effect of the Takeovers Code If as a result of a repurchase of Shares an ordinary shareholder s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of ordinary shareholders interest, could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code. If the Company were to repurchase Shares up to the permitted maximum of 10% of the issued ordinary share capital of the Company, such parties may together with any other parties acting in concert with them become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code. The Directors are not aware of any such consequences which would arise under the Takeovers Code as a consequence of any exercise of the Repurchase Mandate. In the event that any exercise of the Repurchase Mandate would, to the knowledge of the Directors, have such a consequence, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would trigger a mandatory general offer obligation for any Shareholder or group of Shareholders. 13

16 APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE Assuming that no further Shares are issued between the Latest Practicable Date and the date of repurchase under the Repurchase Mandate, the Directors exercise in whole or in part the Repurchase Mandate will not result in less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules. The Directors have no intention to exercise the Repurchase Mandate to an extent as may result in a public shareholding of less than such prescribed percentage. No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares in the Company, nor has he/she/it undertaken not to do so if the Repurchase Mandate is approved by the Shareholders of the Company. (h) Share repurchase made by the Company During each of the six months preceding the date of this circular, no Share has been repurchased by the Company. The highest and lowest prices at which for the Shares were traded on the Stock Exchange in each of the previous months since the Listing Date up to the Latest Practicable Date were as follows: Traded price per share Highest Lowest HK$ HK$ 2015 March April May June July August September October November* * Up to and including the Latest Practicable Date 14

17 NOTICE OF ANNUAL GENERAL MEETING HKBN Ltd. (Incorporated in the Cayman Islands with limited liability) Stock Code: 1310 NOTICE IS HEREBY GIVEN that the annual general meeting (the AGM ) of HKBN Ltd. (the Company ) will be held at 10:00 a.m., on 15 December 2015, Tuesday at Awesome Space, 14th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong for the following purposes: 1. To receive and consider the audited financial statements and the reports of the Directors and auditors for the year ended 31 August To declare a final dividend of 20 HK cents per share for the year ended 31 August (i) To re-elect Mr. Bradley Jay Horwitz as an independent non-executive Director of the Company. (ii) To re-elect Mr. William Chu Kwong Yeung as an executive Director of the Company. (iii) To re-elect Mr. Ni Quiaque Lai as an executive Director of the Company. (iv) To re-elect Mr. Stanley Chow as an independent non-executive Director of the Company. (v) To re-elect Mr. Quinn Yee Kwan Law as an independent non-executive Director of the Company. (vi) To authorise the board of Directors to fix the Directors remuneration for the year ending 31 August To re-appoint KPMG, Certified Public Accountants as the independent auditor of the Company to hold office until the conclusion of the next annual general meeting and to authorise the board of Directors to fix their remuneration. 15

18 NOTICE OF ANNUAL GENERAL MEETING ORDINARY RESOLUTIONS 5. As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions: A. That: (a) (b) (c) (d) subject to paragraph (c), the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved; the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period (as defined below); the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue (as defined below) or the exercise of the subscription rights under the share option scheme of the Company, shall not exceed 20% of the aggregate nominal amount of the shares of the Company in issue as at the date of this resolution (i.e. an aggregate nominal amount of Shares up to approximately HK$20,113 (equivalent to 201,133,333 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of AGM/no further Shares are issued or repurchased before the AGM) and the said approval shall be limited accordingly; and for the purposes of this resolution: Relevant Period means the period from the passing of this resolution until whichever is the earlier of: (i) (ii) the conclusion of the next annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or the expiry of the period within which the next annual general meeting of the Company is required to be held under the laws of the Cayman Islands or the Articles of the Company or any applicable laws to be held; or 16

19 NOTICE OF ANNUAL GENERAL MEETING (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting. Rights Issue means an offer of shares open for a period fixed by the Directors of the Company to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong). B. That: (a) (b) (c) the exercise by the Directors of the Company during the Relevant Period (as defined below) of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved; the aggregate nominal amount of the shares of the Company purchased or agreed conditionally or unconditionally to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10% of the aggregate nominal amount of the shares of the Company in issue as at the date of this resolution (i.e. an aggregate nominal amount of Shares up to approximately HK$10,057 (equivalent to 100,566,666 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of AGM/no further Shares are issued or repurchased before the AGM) and the said approval be limited accordingly; and for the purposes of this resolution: Relevant Period means the period from the passing of this resolution until whichever is the earlier of: (i) (ii) the conclusion of the next annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or the expiry of the period within which the next annual general meeting of the Company is required to be held under the laws of the Cayman Islands or the Articles of the Company or any applicable laws to be held; or 17

20 NOTICE OF ANNUAL GENERAL MEETING (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting. C. That conditional upon the ordinary resolution designated 5B in the notice of general meeting being passed (with or without amendments), the aggregate nominal amount of the shares of the Company which are repurchased by the Company under the authority granted to the Directors of the Company as mentioned in that resolution shall be added to the aggregate nominal amount of the shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to the ordinary resolution designated 5A in the notice of general meeting of the Company. By Order of the Board Leung King Chiu Company Secretary Hong Kong, 16 November 2015 Principal Place of Business in Hong Kong: 12th Floor, Trans Asia Centre 18 Kin Hong Street, Kwai Chung New Territories Hong Kong Notes: (1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. (2) The register of members of the Company will be closed from Friday, 11 December 2015 to Tuesday, 15 December 2015, both dates inclusive, during which period no transfer of shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged with the Company s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong, no later than 4:30 p.m. on Thursday, 10 December 2015 in order to establish the identity of the shareholders who are entitled to attend and vote at the AGM ( Entitlement to AGM ). The record date for the Entitlement to AGM will be on Tuesday, 15 December (3) The register of members of the Company will be closed from Tuesday, 22 December 2015 to Wednesday, 23 December 2015, both dates inclusive, during which period no transfer of shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged with the Company s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong, no later than 4:30 p.m. on Monday, 21 December 2015 in order to establish the identity of the shareholders who are entitled to qualify for the final dividend ( Entitlement to Final Dividend ). The record date for the Entitlement to Final Dividend will be on Wednesday, 23 December