CONFORMED COPY
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF
1934
November 18, 2009
CITY TELECOM (H.K.) LIMITED
(Translation of
registrant’s name into English)
Level 39
Tower I, Metroplaza
No. 223 Hing Fong Road
Kwai Chung
New Territories
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x
Form 20-F
¨
Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
¨
Yes
x
No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2 (b):
n/a
City Telecom (H.K.) Limited (the “Company”) is furnishing under cover of Form 6-K a circular to
the shareholders of the Company relating to the general mandates to issue and repurchase shares and re-election of retiring directors and notice of Annual General Meeting (the “AGM”) together with a form of proxy for the AGM.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CITY TELECOM (H.K.) LIMITED
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By:
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S
/ L
AI
N
I
Q
UIAQUE
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Name:
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Lai Ni Quiaque
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Title:
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Executive Director,
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Chief Financial Officer and Company Secretary
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Dated: November 18, 2009
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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If you are in doubt
about this circular or as to the action to be taken, you should consult
your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or
transferred
all your shares in City Telecom (H.K.) Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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, 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 Hong Kong with limited liability under the Companies Ordinance)
(Stock Code : 1137)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
AND
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A letter from the board of directors of City Telecom (H.K.) Limited is set out on pages 3 to 6 of this circular.
A notice convening an annual general meeting of City Telecom (H.K.) Limited to be held at Level 39, Tower 1, Metroplaza, No.223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong on 18 December
2009 at 11:00 a.m. is set out on pages 13 to 16 of this circular. A form of proxy is also enclosed. Whether or not you are able to attend and vote at the annual general meeting, you are requested to complete and return the enclosed form of proxy to
the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight
(48) hours before the time appointed for holding the annual general meeting.
Completion and return of the form of proxy will not
preclude you from subsequently attending and voting in person at the annual general meeting or any adjourned meetings should you so wish.
18 November 2009
In this circular, the following expressions shall have the following meanings
unless the context otherwise requires:
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“AGM”
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the annual general meeting of the Company to be held at Level 39, Tower 1, Metroplaza, No.223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong on 18 December 2009 at 11:00
a.m.
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“Annual Report”
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the annual report of the Company for the year ended 31 August 2009
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“Articles”
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the articles of association of the Company
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“Board”
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the board of Directors
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“Company”
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City Telecom (H.K.) Limited
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“Director(s)”
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the director(s) of the Company
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“General Mandates”
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the Issue Mandate and the Repurchase Mandate to be sought at the AGM as set out in the Notice of AGM
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“Group”
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the Company and its subsidiaries
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“HK$”
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Hong Kong dollars, the lawful currency of Hong Kong
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“Hong Kong”
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the Hong Kong Special Administrative Region of the People’s Republic of China
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“Issue Mandate”
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a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of the resolution approving the
Issue Mandate
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“Latest Practicable Date”
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13 November 2009, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this
circular
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“Listing Rules”
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the Rules Governing the Listing of Securities on the Stock Exchange
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“Notice of AGM”
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the notice convening the AGM set out on pages 13 to 16 of this circular
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“Repurchase Mandate”
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a general mandate to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the resolution
approving the Repurchase Mandate
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“SFO”
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Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
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“Share(s)”
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ordinary share(s) of HK$0.10 each in the share capital of the Company
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“Shareholder(s)”
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the registered holder(s) of the Share(s)
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“Share Repurchase Rules”
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the applicable provisions under the Listing Rules to regulate the repurchase by companies of their own securities listing on the Stock Exchange
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“Stock Exchange”
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The Stock Exchange of Hong Kong Limited
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“Takeovers Code”
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the Hong Kong Code on Takeovers and Mergers
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“%”
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per cent.
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(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code : 1137)
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Executive Directors:
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Registered Office:
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Mr. Wong Wai Kay, Ricky
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Level 39
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Mr. Cheung Chi Kin, Paul
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Tower 1, Metroplaza
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Mr. Yeung Chu Kwong, William
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No. 223 Hing Fong Road
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Mr. Lai Ni Quiaque
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Kwai Chung
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New Territories
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Non-executive Director:
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Hong Kong
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Dr. Cheng Mo Chi, Moses
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Independent Non-executive Directors:
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Mr. Lee Hon Ying, John
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Dr. Chan Kin Man
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Mr. Peh Jefferson Tun Lu
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18 November 2009
To the Shareholders
Dear Sirs or Mesdames,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
AND
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE
OF ANNUAL GENERAL MEETING
At the
AGM, resolutions will be proposed (i) to grant to the Directors the General Mandates in Part II below; and (ii) to re-elect retiring Directors in Part III below.
The purpose of this circular is to provide you with the relevant information regarding the General Mandates and re-election of retiring
Directors and to seek your approval of the resolutions to be proposed at the AGM.
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At the
2008 annual general meeting of the Company held on 19 December 2008, the Directors were granted the General Mandates to issue and repurchase Shares. Such mandates will lapse at the conclusion of the forthcoming AGM. The Directors believe that
renewals of these mandates are in the interests of the Company and Shareholders as a whole. Therefore, at the AGM, ordinary resolutions will be proposed as follows:
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(a)
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to grant to the Directors the Issue Mandate to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of
the aggregate nominal share capital of the Company in issue as at the date of the passing of such resolution;
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(b)
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to grant to the Directors the Repurchase Mandate to enable them to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of
the passing of such resolution ; and
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(c)
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to increase the number of Shares to be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the
Repurchase Mandate.
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The General Mandates will expire at the conclusion of the AGM and the purpose of this
circular is to request your support to renew the General Mandates at the AGM.
Under the Listing Rules, the Company is
required to give to the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate. The
explanatory statement as required by the Listing Rules is set out in the Appendix I to this circular.
At the AGM, an ordinary resolution will be proposed which, if passed, will give the Directors the Issue Mandate to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the
issued share capital of the Company at the date passing of the resolution, details of which are set out in ordinary resolution No.5 in the Notice of AGM. In addition, conditional upon the proposed resolution to grant to the Directors the Repurchase
Mandate being passed, an ordinary resolution will be proposed to authorise the Directors to allot, issue and otherwise deal with new Shares up to an amount equal to the aggregate nominal amount of the Shares repurchased by the Company in order to
provide flexibility for issuing new Shares when it is in the interests of the Company.
The Company had an
aggregate of 665,904,278 Shares in issue as at the Latest Practicable Date. There was no issue of Shares made during the year ended 31 August 2009. Subject to the passing of the proposed resolution for the approval of the Issue Mandate, the
Company will therefore be allowed to allot and issue up to a maximum of 133,180,855 Shares, representing 20% of the issued share capital of the Company.
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The Issue Mandate will expire on the day being the earliest of
(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 the Articles or any applicable laws of Hong Kong to be held;
and (iii) the date on which the authority set out in the resolution is revoked or varied by an ordinary resolution of the Shareholders of the Company in general meeting.
An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in ordinary resolution No.6 in the Notice of AGM. The Shares which may be
repurchased pursuant to Repurchase Mandate is limited to a maximum of 10% of the issued share capital of the Company at the date of passing of the resolution approving the Repurchase Mandate.
The Company had an aggregate of 665,904,278 Shares in issue as at the Latest Practicable Date. The Company had repurchased
70,000 Shares on the Stock Exchange during the year ended 31 August 2009. Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate, the Company will therefore be allowed to repurchase up to a maximum of
66,590,427 Shares, representing 10% of the issued share capital of the Company.
The Repurchase Mandate will
expire on the day being the earliest of (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 the Articles or any
applicable laws of Hong Kong to be held; and (iii) the date on which the authority set out in the resolution is revoked or varied by an ordinary resolution of the Shareholders of the Company in general meeting.
Details of the above ordinary resolutions are set out in ordinary resolutions Nos. 5, 6 and 7 in the Notice of AGM.
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III.
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RE-ELECTION OF RETIRING DIRECTORS
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Pursuant to the Articles 96 and 99 of the Articles, Mr. Lai Ni Quiaque, Dr. Cheng Mo Chi, Moses and Dr. Chan Kin Man will retire at the AGM and, being eligible, will offer themselves for
re-election.
The Board proposes to re-appoint Mr. Lai Ni Quiaque, Dr. Cheng Mo Chi, Moses and Dr. Chan Kin Man
as Directors at the AGM. Biographical details of each of Mr. Lai Ni Quiaque, Dr. Cheng Mo Chi, Moses and Dr. Chan Kin Man are set out in Appendix II to this circular.
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Notice of AGM is
set out on pages 13 to 16 of this circular. The AGM to be held on 18 December 2009 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions to approve the grant of the General Mandates and the re-election of
retiring Directors as described in this circular.
A form of proxy for use at the AGM is enclosed. Whether or not you are able
to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183
Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from
subsequently attending and voting in person at the AGM or any adjourned meetings should you so wish.
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V.
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VOTING PROCEDURES BY SHAREHOLDERS
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Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put
to the vote of the AGM pursuant to Article 71 of the Articles.
The
Directors consider that all the resolutions proposed in respect of the above, including the proposals for the grant of the General Mandates and the re-election of retiring Directors, are in the best interests of the Company and the Shareholders as a
whole. The Directors therefore recommend all Shareholders to vote in favour of all the resolutions set out in the Notice of AGM.
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Yours faithfully,
For and on behalf of the Board
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Wong Wai Kay, Ricky
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Chairman
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APPENDIX I
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EXPLANATORY STATEMENT
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This appendix serves as an explanatory statement, as required by the Listing
Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
SHARE REPURCHASE RULES
The Share Repurchase Rules provide that all proposed repurchase of securities by a company with listing on the Stock Exchange must be approved in advance by an ordinary resolution of its shareholders in general meeting, either by way of a
general mandate or by a specific approval of a particular transaction. A maximum of 10% of the fully paid-up securities of a company as at the date of the passing of the relevant resolution may be repurchased on the Stock Exchange.
SHARE CAPITAL
As at the
Latest Practicable Date, the authorised share capital of the Company comprises 2,000,000,000 Shares and the number of Shares in issue was 665,904,278.
Subject to passing of the relevant ordinary resolution and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed to repurchase a maximum of
66,590,427 Shares, equivalent to 10% of the issued share capital of the Company during the Relevant Period (as hereinafter defined) in which the general mandate to repurchase Shares remains in force. Any Shares repurchased pursuant to the general
mandate to repurchase Shares must be fully paid-up.
“Relevant Period” means the period from the date of the passing
of the relevant ordinary resolution on the general mandate to repurchase Shares until whichever is the earliest of:–
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(i)
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the conclusion of the next annual general meeting of the Company;
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(ii)
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the expiration of the period within which the next annual general meeting of the Company is required by the Articles, or any applicable laws of Hong Kong to be held; or
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(iii)
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the date on which the authority set out in the relevant resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
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REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to have a general authority from the 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 of the Company and/or earnings per Share and will only be made when the Directors believe that such
repurchases will benefit the Company and the Shareholders as a whole.
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APPENDIX I
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EXPLANATORY STATEMENT
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FUNDING OF REPURCHASES
In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles and the
applicable laws of Hong Kong. The laws of Hong Kong provide that the amount of capital repaid in connection with a Share repurchase may only be paid out of either the profits that would otherwise be available for dividends or the proceeds of a fresh
issue of shares made for that purpose. The premium payable on a repurchase of Shares may only be paid out of either the profits that would otherwise be available for dividends or out of the share premium account of the Company. It is envisaged that
any such repurchase of Shares would be appropriately financed by the Company’s distributable profits.
In the event that
the proposed Share repurchases were to be carried out in full at any time during the proposed repurchase period, there could be a material adverse impact on the working capital or gearing position of the Company as compared with the position
disclosed in the audited consolidated financial statements contained in the Annual Report. However, the Directors do not propose to exercise the repurchase mandate to such extent as would, in the circumstances, have a material adverse effect on the
working capital requirements of the Company or its gearing levels which in the opinion of the Directors is from time to time inappropriate for the Company.
DIRECTORS’ UNDERTAKING
The Directors have undertaken to the Stock
Exchange that, so far as the same may be applicable, the exercise of the power of the Company to make repurchases pursuant to the Repurchase Mandate will be in accordance with the Listing Rules and the applicable laws of Hong Kong.
DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates (as defined in the Listing Rules) has any present intention, in the event
that the Repurchase Mandate is approved by the Shareholders, to sell their Shares to the Company or its subsidiaries under the Repurchase Mandate.
No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell their Shares to the Company or its subsidiaries nor have they
undertaken not to sell any of the Shares to the Company or its subsidiaries in the event that the Company is authorised to make repurchases of Shares.
EFFECT OF THE TAKEOVERS CODE
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 purpose of Rule 32 of the Takeovers Code. As a result, a shareholder, or a group of shareholders acting in concert could obtain or consolidate
control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
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APPENDIX I
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EXPLANATORY STATEMENT
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As at the Latest Practicable Date, the controlling Shareholders, Mr. Wong Wai Kay,
Ricky and Mr. Cheung Chi Kin, Paul, together with their associates (including Top Group International Limited) beneficially owned 377,108,330 Shares representing approximately 56.63% of the total issued share capital of the Company and their
shareholding will be increased to approximately 62.92% of the total issued share capital of the Company if the Repurchase Mandate is exercised in full. The Directors believe that such increase would not give rise to an obligation to make a mandatory
offer under Rule 26 of the Takeovers Code.
No repurchase would be made by the Company of the Shares without the Stock
Exchange’s prior approval if such repurchase would result in less than 25% of the issued share capital of the Company being in public hands.
REPURCHASES OF SHARES MADE BY THE COMPANY
The Company had repurchased 70,000 Shares on the Stock Exchange
during the six months period ending on the Latest Practicable Date, details of which are as follows:–
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Date of repurchase
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Number of
Shares
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Highest
price paid
per Share
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Lowest
price paid
per Share
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Total
consideration
paid
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HK$
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HK$
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HK$
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11 August 2009
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70,000
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1.92
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1.91
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134,197
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SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date were as follows:
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Per Share
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Highest
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Lowest
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HK$
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HK$
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2008
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November
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1.12
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0.80
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December
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1.22
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0.90
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2009
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January
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1.07
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0.84
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February
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0.95
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0.85
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March
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1.17
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0.80
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April
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1.45
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1.06
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May
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1.77
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1.40
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June
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1.89
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1.60
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July
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1.87
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1.60
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August
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2.10
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1.81
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September
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2.66
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2.00
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October
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2.90
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2.48
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November (up to the Latest Practicable Date)
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3.18
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2.45
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APPENDIX II
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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
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In accordance with the Articles of Association, the following Directors will retire
from office at the AGM and, being eligible, will offer themselves for re-election:–
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Mr. LAI Ni Quiaque, aged 39, is Chief Financial Officer, Company Secretary and Head of Talent Engagement. Mr. Lai joined the Group in May 2004. Mr. Lai
has extensive experience in telecommunications industry, research and finance, being highly rated in this field. Prior to joining the Group, Mr. Lai was a Director and Head of Asia Telecom Research for Credit Suisse and was involved in global
fund raisings for a wide range of Asian Telecom carriers such as China Mobile, China Telecom, China Unicom, China Netcom, SK Telecom, PCCW, Telekom Malaysia, etc. Before that, Mr. Lai held positions with Hongkong Telecom and Kleinwort Benson
Securities (Asia). Mr. Lai holds a Bachelor of Commerce degree from the University of Western Australia and an Executive Master of Business Administration Degree from Kellogg-HKUST. Mr. Lai is a Fellow member of HKICPA and CPA Australia
and is a Member of the Hong Kong Institute of Directors. Mr. Lai has also been appointed as a member of the Remuneration Committee of the Company. Mr. Lai is also a director of certain subsidiaries of the Group.
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As at the Latest Practicable Date, Mr. Lai has joint interests of 10,392,506 Shares and share options to subscribe for 8,067,690
Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Lai does not have, and is not deemed to have, any interests in any Shares or underlying Shares within the meaning of Part XV of the SFO.
Mr. Lai has entered into a service contract with the Company and is entitled to a basic monthly salary HK$200,000 (including housing
allowance), discretionary bonus and pension contribution pursuant to the pension scheme of the Company. He has no fixed term of service with the Company and as Director is subject to retirement by rotation and re-election at the annual general
meetings of the Company in accordance with the Articles. The remuneration package to which Mr. Lai is entitled is determined by the Remuneration Committee of the Company with reference to his responsibilities, time commitment and prevailing
market conditions.
Save as disclosed above, as at the Latest Practicable Date, Mr. Lai is not related to any directors,
senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and he did not hold any directorship in other listed companies in the last three years.
Save as disclosed herein, there is no other information related to Mr. Lai to be disclosed pursuant to the requirements of Rules
13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) nor are there other matters that need to be brought to the attention of the Shareholders.
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APPENDIX II
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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
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2.
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Dr. Cheng Mo Chi, Moses, aged 59, was appointed as an Independent Non-executive Director of the Group since 17 June 1997 and has been re-designated as a
Non-executive Director of the Group with effect from 30 September 2004. Dr. Cheng has also been appointed as a member of the Remuneration Committee of the Company. Dr. Cheng is a practising solicitor and the senior partner of Messrs.
P.C. Woo & Co.. Dr. Cheng was a member of the Legislative Council of Hong Kong. He is the founder chairman of the Hong Kong Institute of Directors of which he is now the Honorary President and Chairman Emeritus. Dr. Cheng
currently holds directorships in K. Wah International Holdings Limited, China COSCO Holdings Company Limited, China Mobile Limited, China Resources Enterprise Limited, Towngas China Company Limited, Hong Kong Exchanges and Clearing Limited, Kader
Holdings Company Limited, Liu Chong Hing Investment Limited, Guangdong Investment Limited and Tian An China Investments Company Limited, all being public listed companies in Hong Kong. His directorships in other public listed companies in the last 3
years include Beijing Capital International Airport Company Limited, Galaxy Entertainment Group Limited and Shui On Construction and Materials Limited, all being public listed companies in Hong Kong. He is also an independent non-executive director
of ARA Assets Management Limited, a company whose shares are listed on Singapore Exchange Limited, and an independent director of ARA Assets Management (Singapore) Limited, which manages Fortune Real Estate Investment Trust, a real estate investment
trust listed on Singapore Exchange Limited.
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As at the Latest Practicable Date, Dr. Cheng does not have,
nor is deemed to have, any interests in any Shares or underlying Shares within the meaning of Part XV of the SFO.
Pursuant to
the service contract between Dr. Cheng and the Company, the appointment of Dr. Cheng as a non-executive director of the Company is for a term of one year subject to retirement by rotation and re-election at the AGM in accordance with the
Articles. Dr. Cheng’s remuneration as a non-executive director is fixed at HK$167,900 per annum. The said sum of HK$167,900 per annum is covered by the said service contract. The remuneration package entitled by Dr. Cheng is
determined by the Remuneration Committee of the Company with reference to his responsibilities, time commitment and prevailing market conditions.
Save as disclosed above, as at the Latest Practicable Date, Dr. Cheng is not related to any directors, senior management, management shareholders, substantial shareholders or controlling shareholders
of the Company and he did not hold any positions with the Group, or hold any directorship in other listed companies in the last three years.
Save as disclosed herein, there is no other information related to Dr. Cheng to be disclosed pursuant to the requirements of Rules 13.51(2) of the Listing Rules (particularly in relation to
sub-paragraphs (h) to (v) therein) nor are there other matters that need to be brought to the attention of the Shareholders.
11
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APPENDIX II
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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
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3.
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Dr. CHAN Kin Man, aged 50, is Director of Centre for Civil Society Studies and Associate Professor of the Department of Sociology of The Chinese University of Hong
Kong. He received a Bachelor of Social Science Degree from The Chinese University of Hong Kong in 1983 and a Doctor of Philosophy Degree from Yale University in the U.S. in 1995. Dr. Chan has been a Director of the Group since June 1997.
Dr. Chan has also been appointed as a member of the Audit Committee and Remuneration Committee of the Company.
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As at the Latest Practicable Date, Dr. Chan does not have, nor is deemed to have, any interests in any Shares or underlying Shares within the meaning of Part XV of the SFO.
Pursuant to the service contract between Dr. Chan and the Company, the appointment of Dr. Chan as a non-executive director of the
Company is for a term of one year subject to retirement by rotation and re-election at the AGM in accordance with the Articles. Dr. Chan’s remuneration as a non-executive director is fixed at HK$173,700 per annum. The said sum of
HK$173,700 per annum is covered by the said service contract. The remuneration package entitled by Dr. Chan is determined by the Remuneration Committee of the Company with reference to his responsibilities, time commitment and prevailing market
conditions.
Save as disclosed above, as at the Latest Practicable Date, Dr. Chan is not related to any directors, senior
management, management shareholders, substantial shareholders or controlling shareholders of the Company and he did not hold any positions with the Group, or hold any directorship in other listed companies in the last three years.
Save as disclosed herein, there is no other information related to Dr. Chan to be disclosed pursuant to the requirements of Rules
13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) nor are there other matters that need to be brought to the attention of the Shareholders.
12
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code : 1137)
NOTICE IS HEREBY GIVEN
that the 2009 Annual General Meeting of City Telecom (H.K.) Limited (the “Company”) will be held at Level 39, Tower 1, Metroplaza, No. 223 Hing Fong Road, Kwai
Chung, New Territories, Hong Kong on 18 December 2009 at 11:00 a.m. for the following purposes:
Ordinary Business
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1.
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To receive and adopt the audited consolidated financial statements and the Reports of the Directors and Auditors for the year ended 31 August 2009.
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2.
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To declare a final dividend for the year ended 31 August 2009.
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3.
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To re-elect the retiring Directors and to authorise the Board of Directors to fix the Directors’ remuneration.
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4.
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To re-appoint Messrs. KPMG as auditors of the Company and to authorise the Board of Directors to fix their remuneration.
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Special Business
To consider and, if thought fit, to pass, with or without amendments, the following resolutions as ordinary resolutions of the Company:
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(a)
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subject to sub-paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all powers of the
Company to allot, issue and deal with additional shares in the share capital of the Company or securities convertible into such shares or options, warrants, or similar rights to subscribe for any shares or convertible securities and to make, issue
or grant offers, agreements or options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
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(b)
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the approval in sub-paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make, issue or grant offers,
agreements or options which would or might require the exercise of such powers after the end of the Relevant Period;
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13
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(c)
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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 sub-paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below), (ii) the exercise of the rights of subscription or conversion under the terms
of any securities which are convertible into shares of the Company and from time to time outstanding, (iii) any share option scheme(s) or similar arrangement for the time being adopted for the grant or issue to eligible participants of rights
to acquire shares of the Company, or (iv) any shares allotted in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed twenty (20) per cent. of the
aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval be limited accordingly; and
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(d)
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for the purpose of this resolution:
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“
Relevant Period
” means the period from the passing of this resolution until whichever is the earliest of:–
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(i)
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the conclusion of the next annual general meeting of the Company;
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(ii)
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the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable
laws of Hong Kong to be held; or
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(iii)
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the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
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“
Rights Issue
” means an offer of shares or offer or issue of warrants, options or other
securities of the Company giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company 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, or any territory outside, Hong Kong).”
14
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(a)
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subject to sub-paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of
the Company to repurchase its own shares, subject to and in accordance with all applicable laws and regulations, articles of association of the Company and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;
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(b)
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the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in sub-paragraph (a) of this resolution above
during the Relevant Period shall not exceed ten (10) per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and
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(c)
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for the purposes of this resolution:–
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“
Relevant
Period”
means the period from the passing of this resolution until whichever is the earliest of:–
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(i)
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the conclusion of the next annual general meeting of the Company;
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(ii)
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the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable
laws of Hong Kong to be held; or
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(iii)
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the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
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7.
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“
THAT
, subject to the passing of resolutions Nos. 5 and 6 above, the authority granted to the directors of the Company pursuant to resolution No. 5
above be and is hereby extended by the addition to the aggregate nominal amount of share capital which may be allotted or agreed conditionally or unconditionally to be allotted pursuant to such authority an amount representing the aggregate nominal
amount of shares in the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution No. 6 above, provided that such extended amount so repurchased shall not be more than ten (10) per cent. of
the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.”
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15
By Order of the Board
Lai Ni Quiaque
Executive Director, Chief Financial Officer
and Company
Secretary
Hong Kong, 18 November 2009
Registered Office:
Level 39
Tower 1, Metroplaza
No. 223 Hing Fong Road
Kwai Chung
New Territories
Hong Kong
Notes:
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1.
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Every 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 proxy need not be a member of the Company.
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2.
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Where there are joint registered holders of any shares of the Company, any one of such persons may vote at the meeting, either personally or by proxy, in respect of
such shares as if he were solely entitled thereto; but if more than one of such joint persons be present at the meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of
such shares of the Company shall alone be entitled to vote in respect thereof.
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3.
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In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other
authority, if any, under which it is signed or a notarised copy thereof must be delivered to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road
East, Wanchai, Hong Kong, not less than forty-eight (48) hours before the time appointed for the holding of the meeting or any adjournment thereof.
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4.
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The register of members of the Company will be closed from 16 December 2009 to 18 December 2009, both dates inclusive. In order to qualify for the proposed
final dividend, all transfer documents accompanied by the relevant share certificates, must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183
Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 15 December 2009.
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5.
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With regard to item 3 in this notice, the board of directors of the Company proposes that the retiring Directors, namely Mr. Lai Ni Quiaque, Dr. Cheng Mo Chi,
Moses and Dr. Chan Kin Man be re-elected as Directors of the Company. The biographical details of these retiring Directors are set out in Appendix II to the circular of the Company to the shareholders dated 18 November 2009.
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16
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code : 1137)
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING
(or any adjournment
thereof)
of
being the registered holder(s) of
(Note 2
)
shares (the “
Shares
”) of HK$0.10 each in the share capital of City Telecom (H.K.) Limited (the “
Company
”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING
of
as my/our proxy to attend and act for me/us and on my/our behalf
at the annual general meeting (the “
Meeting
”) of the Company to be held at Level 39, Tower 1, Metroplaza, No.223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong on 18 December 2009 at 11:00 a.m. (or at any adjournment
thereof) for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of
such resolutions as hereunder indicated
(Note 4)
:–
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RESOLUTIONS
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FOR
(Note 4)
|
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AGAINST
(Note 4)
|
|
1.
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To receive and adopt the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 August 2009.
|
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|
2.
|
|
To declare a final dividend for the year ended 31 August 2009.
|
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|
3.
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(a) To re-elect Mr. Lai Ni Quiaque as a director of the Company.
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(b) To re-elect Dr. Cheng Mo Chi, Moses as a director of the Company.
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(c) To re-elect Dr. Chan Kin Man as a director of the Company.
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(d) To authorise the board of directors to fix the directors’ remuneration.
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4.
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To re-appoint Messr. KPMG as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
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5.
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To grant a general mandate to the directors to issue shares or securities convertible into shares of the
Company.
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6.
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To grant a general mandate to the directors to repurchase shares of the Company.
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7.
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To extend the general mandate to the directors to issue shares and securities convertible into shares of the
Company in resolution No.5 by the amount of shares repurchased under the general mandate to the directors to repurchase shares in resolution No. 6.
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Notes:
|
1.
|
Full name(s) and address(es) must be inserted in
BLOCK CAPITALS.
The names of all joint registered holders should be stated.
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|
2.
|
Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all
Shares registered in your name(s).
|
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3.
|
If any proxy other than the chairman of the Meeting is preferred, strike out “HEREBY APPOINT THE CHAIRMAN OF THE MEETING or” and insert the name and address
of the proxy desired in the space provided.
ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
If no name is inserted, the chairman of the Meeting will, subject to the limitation as hereinafter mentioned,
act as your proxy. Under the articles of association of the Company, a resolution put to the meeting shall be decided in the first instance on a show of hands unless a poll is properly demanded, and on a show of hands, every member present in person
or being a corporation by a duly authorised representative shall have one vote.
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4.
|
IMPORTANT:
If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked
“Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the
notice convening the Meeting.
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5.
|
This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the
hand of an officer, attorney or other person duly authorised to sign the same.
|
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6.
|
In order to be valid, this form of proxy duly completed and signed in accordance with the instructions printed hereon together with the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183
Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for the holding of the Meeting or any adjournment thereof.
|
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7.
|
Where there are joint registered holders of any shares of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of
such shares as if he were solely entitled thereto; but if more than one of such joint persons be present at the Meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of
such shares of the Company shall alone be entitled to vote in respect thereof.
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8.
|
The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
|
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9.
|
Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority
of your proxy will be revoked.
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