THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Chun Wo Development Holdings Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
(Incorporated in Bermuda with limited liability)
(Stock Code: 00711)
PROPOSED CHANGE OF AUDITORS, PROPOSED AMENDMENT TO THE BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING
A notice convening the special general meeting of the Company (the ‘‘SGM’’) to be held at Function Rooms 1 & 2, 3/F., The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 26 March 2015 at 2:30 p.m. is set out on pages 5 to 7 of this circular. A form of proxy for use at the SGM is enclosed with this circular. If you wish to appoint proxy(ies), you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon, and return it to the Hong Kong Branch Share Registrar of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the SGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) if you so wish and in such event, the form of proxy shall be deemed to be revoked.
2 March 2015
CONTENTS Page Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
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DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: ‘‘Board’’
the board of Directors
‘‘Bye-laws’’
the bye-laws of the Company
‘‘Company’’
Chun Wo Development Holdings Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange
‘‘Deloitte’’
Messrs. Deloitte Touche Tohmatsu
‘‘Director(s)’’
the director(s) of the Company
‘‘Ernst & Young’’
Messrs. Ernst & Young
‘‘Group’’
the Company and its subsidiaries
‘‘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’’
the proposed appointment of Ernst & Young as auditors of the Company following the vacancy created by the resignation of Deloitte and to hold office until the conclusion of the next annual general meeting of the Company
‘‘Proposed Bye-laws Amendment’’
the proposed amendments to the Bye-laws that, among other things, authorizes the Directors to fill any casual vacancy in the office of auditors until the conclusion of the next annual general meeting of the Company instead of convening a special general meeting to fill the casual vacancy for administrative convenience in the future
‘‘SGM’’
the special general meeting of the Company to be convened at Function Rooms 1 & 2, 3/F., The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 26 March 2015 at 2:30 p.m.
‘‘Share(s)’’
the ordinary share(s) of HK$0.10 each in the share capital of the Company
‘‘Shareholder(s)’’
the holder(s) of the Share(s)
‘‘Stock Exchange’’
The Stock Exchange of Hong Kong Limited
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LETTER FROM THE BOARD
(Incorporated in Bermuda with limited liability)
(Stock Code: 00711) Executive Directors: Mr. Xu Jianhua (Co-Chairman) Mr. Pang Yat Bond, Derrick (Deputy Chairman) Mr. Kwok Yuk Chiu, Clement (Managing Director) Non-executive Directors: Mr. Pang Yat Ting, Dominic (Co-Chairman) Mr. Zhang Xiaoliang Mr. Chow Wing Kin, Anthony SBS, JP
Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda Head Office and Principal Place of Business in Hong Kong: C2, 5th Floor Hong Kong Spinners Industrial Building 601–603 Tai Nan West Street Cheung Sha Wan Kowloon Hong Kong
Independent Non-executive Directors: Mr. Chan Stephen Yin Wai Mr. Kwan Ringo Cheukkai Mr. Wu William Wai Leung
2 March 2015 To the Shareholders and, for information only, the holders of convertible bonds Dear Sir or Madam,
PROPOSED CHANGE OF AUDITORS, PROPOSED AMENDMENT TO THE BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING INTRODUCTION The purpose of this circular is to provide you with information in respect of (i) the Proposed Appointment and (ii) the Proposed Bye-laws Amendment; and (iii) the notice of SGM. The SGM will be convened and held for the purpose of considering and, if thought fit, approving the necessary resolutions in relation to the Proposed Appointment and the Proposed Bye-laws Amendment.
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LETTER FROM THE BOARD PROPOSED CHANGE OF AUDITORS On 13 February 2015, the Board announced that Deloitte has tendered its resignation as the auditors of the Company with effect from 13 February 2015. As recommended by the audit committee of the Company, the Board proposes that the Shareholders appoint Ernst & Young as the auditors of the Company to fill the casual vacancy following the resignation of Deloitte and to hold office until the conclusion of the next annual general meeting of the Company, by passing an ordinary resolution at the SGM. The Board noted that Deloitte has been the auditors of the Company since 1993. Following the recent changes in the controlling shareholders of the Company and the composition of the Board, the Board has continuously reviewed the corporate governance practices implemented by the Company to ensure that it is aligned to the strategic direction of the Group going forward. For the purpose of maintaining good corporate governance practice, the Board considers that the Company’s auditors should be considered for rotation after an appropriate period of time. In addition, a rotation of auditors will help enhance the independence of the auditors in providing the independent professional services. After due consideration, the Board wishes to change the auditors of the Company for the year ending 31 March 2015. Deloitte has confirmed in its letter of resignation that there are no matters connected with its resignation which it considered should be brought to the attention of the holders of securities of the Company. Moreover, the Board is not aware of any other matters in relation to the change of the auditors of the Company that need to be brought to the attention of the holders of the securities of the Company. Deloitte has also confirmed that it has not commenced any audit work of the Company for the financial year ending 31 March 2015. PROPOSED AMENDMENT TO THE BYE-LAWS For administrative convenience in the future, a special resolution will be proposed at the SGM to amend the Bye-laws in order to, among other matters, remove the requirement of convening a special general meeting to appoint a new auditor to fill the casual vacancy. The Board is of the opinion that the Proposed Bye-laws Amendment is in the best interests of the Company and the Shareholders as a whole. The full text of the special resolution containing such proposed amendments is set out in the notice of SGM contained in this circular.
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LETTER FROM THE BOARD SGM Set out on pages 5 to 7 of this circular is a notice convening the SGM to consider and, if appropriate, to approve the ordinary resolution relating to the Proposed Appointment and the special resolution relating to the Proposed Bye-laws Amendment. A form of proxy for use at the SGM is enclosed with this circular. If you wish to appoint proxy(ies), you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon, and return it to the Hong Kong Branch Share Registrar of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the SGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) if you so wish and in such event, the form of proxy shall be deemed to be revoked. Pursuant to Rule 13.39(4) of the Listing Rules, 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. As such, all the resolutions set out in the notice of SGM will be voted by poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules after the SGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the SGM. RECOMMENDATION The Board considers that the ordinary resolution relating to the Proposed Appointment and the special resolution relating to the Proposed Bye-laws Amendment to be proposed at the SGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the SGM. Yours faithfully, By Order of the Board Chun Wo Development Holdings Limited Xu Jianhua Pang Yat Ting, Dominic Co-Chairman Co-Chairman
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NOTICE OF SPECIAL GENERAL MEETING
(Incorporated in Bermuda with limited liability)
(Stock Code: 00711)
NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT a special general meeting of Chun Wo Development Holdings Limited (the ‘‘Company’’) will be held at Function Rooms 1 & 2, 3/F., The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 26 March 2015 at 2:30 p.m. (the ‘‘SGM’’) for the purposes of considering and, if thought fit, passing the following resolutions with or without amendment as an ordinary resolution and a special resolution (as the case may be) of the Company: Ordinary Resolution 1.
‘‘THAT Messrs. Ernst & Young be and are hereby appointed as auditors of the Company to fill the vacancy created by the resignation of Messrs. Deloitte Touche Tohmatsu and to hold office until the conclusion of the next annual general meeting of the Company and that the board of directors of the Company (the ‘‘Board’’) be authorized to fix their remuneration.’’ Special Resolution
2.
‘‘THAT the bye-laws of the Company (the ‘‘Bye-laws’’) be and are hereby amended as follows: (a)
Bye-law 154 By deleting the words ‘‘or at a subsequent special general meeting in each year’’ appearing in the first sentence of Bye-law 154; such that Bye-law 154 shall read as follows: ‘‘Subject to Section 88 of the Act, at the annual general meeting, the Members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Members appoint another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.’’
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NOTICE OF SPECIAL GENERAL MEETING (b) Bye-law 156 By deleting Bye-law 156 in its entirety and substituting the following new Byelaw: ‘‘The remuneration of the Auditor appointed by the Company in general meeting shall be fixed by the Company in general meeting or by the Board, if it is authorized to do so by the Company in general meeting, and the remuneration of the Auditor appointed by the Board shall be fixed by the Board.’’ (c)
Bye-law 157 By deleting the words ‘‘the Directors shall as soon as practicable convene a special general meeting to fill the vacancy’’ appearing in the last sentence of Bye-law 157 and substituting the words ‘‘the Board shall appoint a new auditor to fill the vacancy who shall hold office until its successor is appointed’’; such that Bye-law 157 shall read as follows: ‘‘If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Board shall appoint a new auditor to fill the vacancy who shall hold office until its successor is appointed.’’’’ By Order of the Board Chun Wo Development Holdings Limited Xu Jianhua Pang Yat Ting, Dominic Co-Chairman Co-Chairman
Hong Kong, 2 March 2015
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NOTICE OF SPECIAL GENERAL MEETING Notes: 1.
Any member of the Company entitled to attend and vote at the SGM (or any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his or her stead. A proxy need not be a member of the Company.
2.
To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Hong Kong Branch Share Registrar of the Company, Tricor Secretaries Limited (‘‘Tricor’’) at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the SGM (or any adjournment thereof). Completion and return of a form of proxy will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) if you so wish and in such event, the form of proxy shall be deemed to be revoked.
3.
In the case of joint registered holders of any share(s) of the Company (‘‘Share(s)’’), any one of such holders may attend and vote at the SGM (or any adjournment thereof), either personally or by proxy, in respect of such Share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the SGM (or any adjournment thereof), either personally or by proxy, then one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.
4.
All the resolutions are to be voted by way of 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.
5.
The register of members of the Company will be closed from Tuesday, 24 March 2015 to Thursday, 26 March 2015 (both days inclusive) for the purpose of determining the entitlement to attend and vote at the SGM. During such period, no transfer of Share(s) will be registered. In order to be eligible to attend and vote at the SGM, all completed transfer documents accompanied by the relevant share certificate(s) must be lodged with Tricor at the above address for registration not later than 4:30 p.m. on Monday, 23 March 2015. Shareholders whose names appear on the register of members of the Company on Thursday, 26 March 2015 shall be entitled to attend and vote at the SGM.
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