BOSSINI INTERNATIONAL HOLDINGS LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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: 592)
A notice convening the Annual General Meeting of Bossini International Holdings Limited to be held at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong on Tuesday, 10 November 2015 at 10:00 a.m. is set out in this circular. A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to attend and vote at the Annual General Meeting in person, please complete the form of proxy in accordance with the instructions set out thereon and return it to the Company's principal office at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.
For identification purposes only
7 October 2015
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD1. Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Proposed General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Proposed General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
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INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting to enable you to make an informed decision on whether to vote for or against these resolutions.
At the Annual General Meeting, resolutions, amongst others, will be proposed for seeking Shareholders' approval to (i) the proposed re-election of Directors; (ii) the proposed granting of the General Mandate and the Repurchase Mandate to the Directors.
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PROPOSED RE-ELECTION OF DIRECTORS
Pursuant to Bye-Law 99 of the Bye-laws and Appendix 14 of the Listing Rules, Mr. CHAN Cheuk Him Paul and Prof. SIN Yat Ming will retire from office by rotation and, being eligible, will offer themselves for re-election at the Annual General Meeting.
For identification purposes only
5. Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
APPENDIX I - DETAILS OF THE DIRECTORS TO BE RE-ELECTED. . . . . . . . . . . . . 7 APPENDIX II - EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE . 9 NOTICE OF ANNUAL GENERAL MEETING 12In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:
'Annual General Meeting' the annual general meeting of the Company to be held at 2/F,
PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong on Tuesday, 10 November 2015 at 10:00 a.m. for the purposes of considering the businesses set out in the notice of the Annual General Meeting and, if thought fit, passing the resolutions set out therein, or any adjourned meeting (as the case may be);
'associate(s)' has the same meaning ascribed to it under the Listing Rules;
'Board' the board of Directors;
'Bye-laws' the bye-laws of the Company;
'Company' Bossini International Holdings Limited, an exempted company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange;
'connected person(s)' has the same meaning ascribed to it under the Listing Rules;
'CG Code' Corporate Governance Code and Corporate Governance Report contained in Appendix 14 to the Listing Rules;
'Director(s)' the director(s) of the Company;
'General Mandate' the general mandate to allot, issue and deal with new Shares not
exceeding 20% of the aggregate of nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution in relation thereof;
'Group' the Company and its subsidiaries;
'HK$' and 'cents' Hong Kong dollars and cents respectively, the lawful currency of
Hong Kong;
'Hong Kong' the Hong Kong Special Administrative Region of the People's Republic of China;
'Latest Practicable Date' 30 September 2015, being the latest practicable date prior to
the printing of this circular for ascertaining certain information contained herein;
'Listing Rules' the Rules Governing the Listing of Securities on the Stock Exchange;
'Register of Members' the principal or branch register of members of the Company
maintained in Bermuda or Hong Kong respectively;
'Repurchase Code' the Hong Kong Code on Share Repurchases;
'Repurchase Mandate' the authority to repurchase fully paid up Shares of up to 10% of
the aggregate of the nominal amount of the issued share capital of the Company as at the date of passing of the ordinary resolution in relation thereof;
'SFO' Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
'Shareholder(s)' registered holder(s) of the Share(s);
'Share(s)' the ordinary share(s) of HK$0.10 each in the share capital of the Company;
'Stock Exchange' The Stock Exchange of Hong Kong Limited;
'substantial shareholder(s)' has the same meaning ascribed to it under the Listing Rules; 'Takeovers Code' the Hong Kong Code on Takeovers and Mergers;
'2014/15 Annual Report' annual report of the Company for the year ended 30 June 2015;
and
'%' per cent.
(Incorporated in Bermuda with limited liability)
(Stock Code: 592)
Executive Directors: Principal office:
Ms. TSIN Man Kuen Bess (Chairman) 2/F, PopOffice Mr. MAK Tak Cheong Edmund (Chief Executive Officer) 9 Tong Yin Street Mr. CHAN Cheuk Him Paul Tseung Kwan O
Kowloon, Hong Kong
Independent Non-executive Directors: Registered office:
Mr. LEE Man Chun Raymond Canon's Court
Ms. LEUNG Mei Han 22 Victoria Street
Prof. SIN Yat Ming Hamilton HM 12
Bermuda 7 October 2015
To the Shareholders
Dear Sir/Madam,
Biographical details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.
Prof. SIN Yat Ming, being an Independent Non-executive Director eligible for re-election at the Annual General Meeting, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that Prof. Sin meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.
If a Shareholder wishes to nominate a person to stand for election as a Director at the Annual General Meeting, (a) a written notice of his intention to propose such person for election as a Director; (b) a written confirmation executed by the nominee of his willingness to be elected; and (c) the biographical details of such nominated candidate as required under Rule 13.51(2) of the Listing Rules for publication by the Company must be validly served at the principal office of the Company at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong on or before Monday, 19 October 2015.
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PROPOSED GENERAL MANDATE TO ISSUE SHARES
Approval is being sought from the Shareholders to grant to the Directors a General Mandate in order to ensure flexibility and the Directors' discretion in the event it becomes desirable for the Company to issue, allot and deal with Shares up to 20% of its issued share capital as at the date of passing the relevant ordinary resolution. A similar mandate was previously granted to the Directors at the annual general meeting of the Company held on 11 November 2014. The obtaining of such a mandate is in accordance with the Listing Rules. As at the Latest Practicable Date, there were 1,630,495,394 Shares in issue. The maximum number of Shares to be issued is 326,099,078 Shares.
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PROPOSED GENERAL MANDATE TO REPURCHASE SHARES
At the Annual General Meeting, an ordinary resolution will be proposed to grant the Directors a general mandate to, inter alia, repurchase up to 10% of the Shares of the Company in issue as at the date of passing of the relevant resolution. In addition, a separate resolution will be proposed at the Annual General Meeting to provide that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be issued and allotted under the General Mandate.
An explanatory statement, as required by the Listing Rules, regulating the repurchases by companies with a primary listing on the Stock Exchange of their own securities, to provide requisite information to enable the Shareholders to make an informed decision on whether to vote for or against the resolution no. 7 of the notice of the Annual General Meeting to be proposed at the Annual General Meeting in relation to the proposed Repurchase Mandate is set out in Appendix II to this circular.
With reference to the proposed new General Mandate and the Repurchase Mandate, the Directors wish to state that they have no immediate plans to issue any new securities or repurchase any Shares pursuant to the relevant mandates.
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FINAL DIVIDEND
The Board has recommended a final dividend of HK4.38 cents per Share subject to shareholders' approval at the 2015 AGM.
The register of members of the Company will be closed from Monday, 16 November 2015 to Wednesday, 18 November 2015 (both days inclusive). During this period, no transfer of Shares will be registered. In order to qualify for the proposed final dividend, all transfer forms of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of Shop Nos. 1712-6, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 13 November 2015.
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ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting is set out hereunder. At the Annual General Meeting to be held at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong on Tuesday, 10 November 2015 at 10:00 a.m, ordinary resolutions in respect of the re-election of the Directors, the granting of the General Mandate and the Repurchase Mandate to the Directors as referred to above will be proposed.
A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions set out thereon and return it to the Company's principal office at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong as soon as possible but in any event, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.
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VOTING BY POLL
The chairman of the Annual General Meeting will demand poll voting for all the resolutions set out in the Notice of Annual General Meeting in accordance with the requirements of Rule 13.39(4) of the Listing Rules.
Pursuant to Bye-Law 76(A), on a poll every Shareholder present in person or by a duly authorised corporate representative or by proxy, shall have one vote for every Share of which he is the holder which is fully paid up or credited as fully paid up. On a poll a shareholder entitled to more than one vote need not use all his votes or cast his votes in the same way.
The results of the poll will be published by way of an announcement on the Company's website and the website of the Stock Exchange in accordance with the requirements of the Listing Rules.
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RECOMMENDATION
The Directors consider that the proposed (i) re-election of Directors; (ii) granting of the General Mandate, the Repurchase Mandate and extended General Mandate to the Directors are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of all the ordinary resolutions to be proposed at the Annual General Meeting.
- RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Yours faithfully, For and on behalf of
Bossini International Holdings Limited MAK Tak Cheong EdmundChief Executive Officer
The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:
Mr. Chan is not connected with any Director, senior management, chief executive or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, apart from holding 6,710,000 share options of the Company, he has no other interest in the Shares of the Company within the meaning of Part XV of the SFO.
Mr. Chan's total emoluments, includes salaries, allowances, benefits in kind and pension scheme contributions, as an Executive Director of the Company are about HK$2,384,000 per annum and will be entitled to have discretionary performance related bonus. Such emoluments are determined by reference to the Director's duties, responsibilities and performance and the results of the Group and are subject to review by the Remuneration Committee from time to time.
Save as disclosed above, there is no other information regarding Mr. Chan which should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor is there any other matter of significance that needs to be brought to the attention of the Shareholders.
Prof. Sin is not connected with any Director, senior management, chief executive or substantial or controlling shareholder of the Company, nor did he has any interest in the Shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Prof. Sin's length of service with the Company will be one year from his date of appointment which will be automatically renewed unless early termination by either party serving not less than three months prior written notice or upon mutual consent on short notice. The term of his appointment is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws.
Prof. Sin is entitled to a Director's fee of HK$215,000 per annum, which is determined based on the prevailing market rate and his anticipated time and expertise to be exercised on the Group's affairs and is subject to review by the Remuneration Committee from time to time.
Prof. Sin was appointed as an independence non-executive director on 21 October 2005. During his tenure of office over the past nine years, Prof. Sin has been able to fulfill all the requirements regarding independence of an independence non-executive director and provide annual confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. To the best knowledge of the Directors, as at the Latest Practicable Date, the Company is not aware of any matters or events that may occur and affect the independence of Prof. Sin.
The Board is of the opinion that Prof. Sin remains independent notwithstanding the length of his service and believes that his knowledge and experience in the Group's business and his general business acumen continue to generate valuable contribution to the Board, the Company and the Shareholders as a whole.
Pursuant to Code Provision A.4.3 of the CG Code, a separate ordinary resolution will be proposed at the Annual General Meeting to approve the re-election of Prof. Sin as an INED.
Save as disclosed above, there is no other information regarding Prof. Sin which should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor is there any other matter of significance that needs to be brought to the attention of the Shareholders.
This Appendix serves as an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting for granting the Repurchase Mandate to the Directors.
All proposed repurchases of Shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval.
The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to continue to have general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders are assured that such repurchases of Shares will only be made when the Directors believe that they are appropriate and will benefit the Company and the Shareholders.
As at the Latest Practicable Date, the number of Shares in issue of the Company was 1,630,495,394. Subject to the passing of the proposed ordinary resolution approving to grant the Repurchase Mandate to the Directors and on the assumption that no further Share is allotted or issued or repurchased by the Company prior to the Annual General Meeting, the exercise of the Repurchase Mandate in full would enable the Company to repurchase a maximum of 163,049,539 Shares, representing 10% of the issued share capital of the Company during the period from the date of the Annual General Meeting up to (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held, or
(iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying the Repurchase Mandate, whichever occurs first.
Repurchases to be made pursuant to the proposed Repurchase Mandate must be financed out of funds legally available for such purpose in accordance with the Company's memorandum of association and Bye-laws and the applicable laws of Bermuda. Bermuda laws provide that the amount of capital repaid related to a Share repurchase may only be paid out of either the capital paid up on the relevant Shares, or the funds that would otherwise be available for distribution or dividend or the proceeds of a fresh issue of shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account.
There might be a material adverse impact on the working capital and/or gearing level of the Company in the event that the exercise of the Repurchase Mandate in full as compared with the position disclosed in the Company's 2014/15 Annual Report. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing level of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Share to the Company.
No connected person has notified the Company that he/she has a present intention to sell any Share to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders.
The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules, the regulations set out in the Company's memorandum of association and Bye-laws and the applicable laws of Bermuda.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as defined in the Listing Rules), have any present intention to sell Shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
If, as a result of a Share repurchase, 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 Takeovers Code and Rule 6 of the Repurchase Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase in the Shareholders' interests, 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, save as Mr. LAW Ka Sing, no Shareholder was interested in 10% or more of the issued share capital of the Company. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchase to be made under the Repurchase Mandate. However, the Company may not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.
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