SOUND GLOBAL LTD. 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.
桑德國際有限公司*
(Incorporated in the Republic of Singapore with limited liability) (Singapore Company Registration Number: 200515422C) (Hong Kong Stock Code: 00967)
- PROPOSED APPOINTMENT OF STATUTORY AUDITORS AND
- NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the extraordinary general meeting of the Company to be held at National Environmental Protection Industry Zone, Maju Qiao County, Tongzhou District, Beijing 101102, People's Republic of China on Tuesday, 27 October 2015 at 10.00 a.m. is set out on pages 8 to 9 of this Circular. A form of proxy for use at the extraordinary general meeting is also enclosed with this Circular.
Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's registered office at 1 Robinson Road, #17-00 AIA Tower, Singapore 048542 or to the office of the Company's branch share registrar in Hong Kong, 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 of the meeting or any adjournment thereof (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 meeting or at any adjournment thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.
For identification purpose only
5 October 2015
Page
DEFINITIONS..................................................................................................................................................... 3 LETTER FROM THE BOARD ............................................................................................................................ 5 NOTICE OF EXTRAORDINARY GENERAL MEETING.................................................................................... 8In this Circular, the following expressions shall have the following meanings unless the context requires otherwise:
'Articles'
the Articles of Association of the Company, as amended from time to time
'Audit Committee'
the audit committee of the Board
'Board'
the board of Directors
'Circular'
this circular dated 5 October 2015
'Companies Act'
Companies Act (Chapter 50) of Singapore
'Company'
Sound Global Ltd., a company incorporated with limited liability as a private company under the laws of Singapore on 7 November 2005 and subsequently converted into a public company on 28 August 2006, the Shares of which are listed on the Main Board of the Stock Exchange
'Deloitte'
Deloitte & Touche LLP
'Director(s)'
the director(s) of the Company
'DTT'
Deloitte Touche Tohmatsu
'Epure'
Epure International Engineering Pte. Ltd., being the Company's subsidiary incorporated in Singapore
'Extraordinary General Meeting' or 'EGM'
the extraordinary general meeting of the Company to be held at National Environmental Protection Industry Zone, Maju Qiao County, Tongzhou District, Beijing 101102, People's Republic of China on Tuesday, 27 October 2015 at 10:00 a.m. or any adjournment thereof to consider and, if thought fit, approve the resolution contained in the notice of the extraordinary general meeting which is set out on pages 8 to 9 of this Circular
'FKT'
Foo Kon Tan LLP
'Group'
the Company, its subsidiaries and associated companies
'HLB'
HLB Hodgson Impey Cheng Limited
'Hong Kong'
the Hong Kong Special Administrative Region of the People's Republic of China
'Listing Rules'
the Rules Governing the Listing of Securities on the Stock Exchange
'Proposed Appointment of Statutory Auditors'
the proposed appointment of FKT as the new statutory auditors of the Company in Singapore to fill the casual vacancy following the resignation of Deloitte, subject to the passing of an ordinary resolution by the Shareholders at the EGM and to hold office until the conclusion of the next annual general meeting of the Company
'Registrar of Companies'
Registrar of Companies appointed under the Companies Act
'Share(s)'
ordinary share(s) in the issued and paid-up capital of the Company
'Shareholder(s)'
the registered holder(s) of the Share(s)
'Stock Exchange'
The Stock Exchange of Hong Kong Limited
'%'
per cent.
Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or any statutory modification thereof and used in this Circular shall have the meaning assigned to it under the Companies Act or any statutory modification thereof, as the case may be.
Any reference to a time of the day and date in this Circular shall be a reference to Hong Kong and Singapore time and date unless otherwise stated.
SOUND GLOBAL LTD.桑德國際有限公司*
(Incorporated in the Republic of Singapore with limited liability) (Singapore Company Registration Number: 200515422C) (Hong Kong Stock Code: 00967)
Executive Directors
Registered Office:
Wen Yibo (Chairman)
1 Robinson Road
Zhang Jingzhi (Chief Executive Officer)
#17-00 AIA Tower
Wang Kai (Chief Financial Officer)
Singapore 048542
Luo Liyang
Jiang Anping
Liu Wei
Independent Non-executive Directors
Principal place of business in Hong Kong
Ma Yuanju (Lead Independent Non-Executive Director)
Level 54, Hopewell Centre
Luo Jianhua
183 Queen's Road East
Zhang Shuting
Hong Kong
5 October 2015
To the Shareholders,
Dear Sir or Madam,
PROPOSED APPOINTMENT OF STATUTORY AUDITORS-
INTRODUCTION
The purpose of this Circular is to provide the Shareholders with information in respect of
(i) the Proposed Appointment of Statutory Auditors; (ii) the notice of EGM, at which an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, approve the Proposed Appointment of Statutory Auditors; and (iii) other information required under the Listing Rules.
* For identification purpose only
-
PROPOSED APPOINTMENT OF STATUTORY AUDITORS
Reference is made to the announcements of the Company dated 31 July 2015 and 18 September 2015 in relation to, among others, the Proposed Appointment of Statutory Auditors. As announced on 31 July 2015, the Company received from Deloitte a written notification dated 24 July 2015 on their application to the Registrar of Companies to resign as statutory auditors of the Company and Epure pursuant to subsection (1) of Section 205AB of the Companies Act.
In giving the reasons for resignation, Deloitte cited the reasons of resignation given by DTT in its letter of resignation that the approach that the Board and the Audit Committee plan to adopt will not, in DTT's view, entirely address the aspects which DTT considers necessary in the circumstances to provide a proper basis for concluding on the outstanding audit issues, and stated, among others, that Deloitte was unable to continue to act as the statutory auditors of the Company and Epure in view of the resignation of DTT.
The Company has on 14 September 2015 received from Deloitte a written notice of resignation dated 10 September 2015 (the 'Notice of Resignation'), in which a written statement of their reasons for their resignation was appended thereto. Deloitte has, on 10 September 2015, received the consent of the Registrar of Companies for the resignation of Deloitte as statutory auditors of the Company and Epure (the 'Resignation'). Deloitte confirmed in the Notice of Resignation that the Resignation took effect on 10 September 2015.
It is a requirement under the Companies Act that the Company must, within 14 days after receiving Deloitte's Notice of Resignation and written statement of their reasons for resignation, send a copy of the written statement to every member of the Company. As such, a copy of the written statement together with our letter dated 25 September 2015 were sent to the Shareholders on 25 September 2015 and were published on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company at http://www.soundglobal.com.sg. Please refer to our letter dated 25 September 2015 for details.
As HLB is the Group's auditor in Hong Kong, the Board, with the recommendation of the Audit Committee, proposes to appoint FKT, which is a member firm of HLB International, as the statutory auditors of the Company to fill the casual vacancy following the Resignation, subject to the passing of an ordinary resolution by the Shareholders at the EGM, and to hold office until the conclusion of the next annual general meeting of the Company. FKT have on 28 September 2015 given their consent to be appointed as the statutory auditors of the Company.
The Proposed Appointment of Statutory Auditors shall only take effect upon obtaining the approval of the Shareholders at the EGM pursuant to the Companies Act.
-
EGM AND PROXY ARRANGEMENT
The Company will convene the EGM for the Shareholders to consider and, if thought fit, approve the Proposed Appointment of Statutory Auditors. A notice of EGM is set out on pages 8 to 9 of this Circular.
A form of proxy for use at the EGM is enclosed with this Circular and published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.soundglobal.com.sg). Whether or not you are able to attend the EGM, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the Company's registered office at 1 Robinson Road, #17-00 AIA Tower, Singapore 048542 or to the office of the Company's branch share registrar in Hong Kong, 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 of the meeting or any adjournment thereof (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 meeting or at any adjournment thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.
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VOTING BY POLL
Pursuant to the Listing Rules and Article 58 of the Articles, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll vote results will be published after the EGM on the websites of Hong Kong Exchanges and Clearing Limited (www. hkexnews.hk) and the Company (www.soundglobal.com.sg).
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RECOMMENDATIONS
The Directors consider that the Proposed Appointment of Statutory Auditors is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolution as set out in the notice of the EGM.
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DIRECTORS' 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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, that the information contained in this Circular is accurate and complete in all material respects and not misleading or deceptive, and that 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 the Board
Sound Global Ltd. Zhang Jingzhi Executive Director
SOUND GLOBAL LTD.桑德國際有限公司*
(Incorporated in the Republic of Singapore with limited liability) (Singapore Company Registration Number: 200515422C) (Hong Kong Stock Code: 00967)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of Sound Global Ltd. (the 'Company') will be held at National Environmental Protection Industry Zone, Maju Qiao County, Tongzhou District, Beijing 101102, People's Republic of China on Tuesday, 27 October 2015 at 10:00 a.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as ordinary resolution:
ORDINARY RESOLUTION -
Proposed Appointment of Statutory Auditors
'THAT
Foo Kon Tan LLP be and are hereby appointed as the statutory auditors of the Company in place of Deloitte & Touche LLP who have resigned, to hold office until the conclusion of the next annual general meeting of the Company at a remuneration to be determined by the directors of the Company; and
any one director of the Company be and is hereby authorised to sign and deliver any and all documents for and on behalf of the Company and take any actions and/or steps in connection with the aforesaid appointment of statutory auditors as such director considers necessary or desirable to give effect to the foregoing matter.'
A member of the Company entitled to attend and vote at the above meeting (or any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.
If the appointor is a corporation, the form of proxy must be executed under seal or the hand of its duly authorized officer or attorney.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's registered office at 1 Robinson Road, #17-00 AIA Tower, Singapore 048542 or to the office of the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Friday, 23 October 2015 to Tuesday, 27 October 2015, both dates inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the above meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 22 October 2015.
For identification purposes only
By Order of the Board of
Sound Global Ltd. Tan Wei Shyan Company Secretary5 October 2015
Notes:
As at the date of this notice, the executive directors of the Company are Wen Yibo, Zhang Jingzhi, Wang Kai, Luo Liyang, Jiang Anping and Liu Wei; and the independent non-executive directors of the Company are Ma Yuanju, Luo Jianhua and Zhang Shuting.
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