K.P.I. COMPANY LIMITED

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular, 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 of HK$0.10 each in the capital of K.P.I. Company Limited, 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 the transfer was effected for transmission to the purchaser or the transferee. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, 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 document. K.P.I. COMPANY LIMITED (incorporated in Hong Kong with limited liability) (stock code:605) PROPOSED GRANT OF SHARE OPTIONS TO SUBSTANTIAL SHAREHOLDERS; RE-ELECTION OF DIRECTOR; AND NOTICE OF EXTRAORDINARY GENERAL MEETING A notice convening an extraordinary general meeting of the Company to be held at Suite 5606, 56/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong at 11:00 a.m. on Wednesday, 5 December 2007 is set out on pages 11 to 12 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and deposit the same at the offices of the Company s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish. 23 October 2007

2 CONTENTS Page Definitions... 1 Letter from the Board... 3 Appendix Procedures by which Shareholders may demand a poll at the EGM Notice of EGM i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: Board Company connected person(s) Directors EGM Group Hong Kong Independent Shareholders Latest Practicable Date Listing Rules Mr. Cheung Ms. Lo the board of Directors K.P.I. Company Limited, a company incorporated in Hong Kong with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange has the meaning ascribed to this term under the Listing Rules the directors of the Company the extraordinary general meeting of the Company to be convened and held for the purpose of considering, and if thought fit, approving the grant of the Options and the re-election of Director the Company, its subsidiaries and any entity in which the Group holds any equity interest the Hong Kong Special Administrative Region of the PRC Shareholders other than the connected persons of the Company 18 October 2007, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular the Rules Governing the Listing of Securities on the Stock Exchange Mr. Cheung Siu Lam, an executive Director and the substantial Shareholder who beneficially owns or controls the exercise of 546,444,240 Shares as the date of Latest Practicable Date Ms. Lo Wan, being the spouse of Ms. Cheung, an executive Director and the substantial Shareholder who beneficially owns or controls the exercise of 60,774,000 Shares as the date of Latest Practicable Date 1

4 DEFINITIONS Options Share(s) Share Option Scheme Shareholder(s) Stock Exchange Subscription Price Takeovers Code HK$ US$ the 10,000,000 share options proposed to be granted to Mr. Cheung and the 10,000,000 share options proposed to be granted to Ms. Lo under the Share Option Scheme ordinary share(s) of HK$0.10 each in the share capital of the Company the share option scheme of the Company approved and adopted by the Company on 7 June 2004 holder(s) of the Share(s) The Stock Exchange of Hong Kong Limited the price per Share at which a grantee of the Share Option Scheme may subscribe for Shares on the exercise of an option granted under the Share Option Scheme the Hong Kong Code on Takeovers and Mergers Hong Kong dollars, the lawful currency for the time being of Hong Kong United States dollars, the lawful currency for the time being of the United States % per cent. 2

5 LETTER FROM THE BOARD K.P.I. COMPANY LIMITED (incorporated in Hong Kong with limited liability) (stock code:605) Executive Directors: Mr. Cheung Siu Lam (Chairman) Mr. Chan Yuk Ming Madam Lo Wan Non-executive Director: Mr. Liu Hui Registered Office: Suite /F, Central Plaza 18 Harbour Road Wanchai Hong Kong Independent non-executive Directors: Mr. Wang Jian Sheng Mr. Chan Chun Keung Mr. Tsang Kwok Wai 23 October 2007 To the Shareholders Dear Sir or Madam, PROPOSED GRANT OF OPTIONS TO SUBSTANTIAL SHAREHOLDERS; AND RE-ELECTION OF DIRECTOR (A) INTRODUCTION On 4 October 2007, the Board has resolved to grant a total of 68,500,000 share options to the eligible employees under the Share Option Scheme in which 10,000,000 share options and 10,000,000 share options were proposed to be granted to Mr. Cheung and Ms. Lo respectively. On 8 October 2007, the Board announced the appointment of Mr. Liu Hui as a non-executive Director with effect from 8 October The purpose of this circular is to provide with you the information relating to (i) the proposed grant of Options to Mr. Cheung and Ms. Lo; (ii) the re-election of Mr. Liu Hui as a non-executive Director; and (iii) the notice of EGM. 3

6 LETTER FROM THE BOARD (B) THE SHARE OPTION SCHEME Pursuant to the Share Option Scheme, the Directors were authorised to grant options to full-time or part-time employees (including executive Directors) of the Group or any other specified participants who, in the absolute opinion of the Board, have contributed or will contribute to the Group. Based on the issued share capital of the Company as at the date of adoption of the Share Option Scheme, up to 69,587,733 share options carrying the right to subscribe for a maximum of 69,587,733 Shares may be issued under the Share Option Scheme. As at the Latest Practicable Date, none of the Directors are trustees of the Share Option Scheme or have any direct or indirect interest in the trustee. (C) PROPOSED GRANT OF THE OPTIONS TO MR. CHEUNG AND MS. LO On 4 October 2007, the Board has resolved to grant the Options to Mr. Cheung and Ms. Lo, an executive Director and a substantial Shareholder, under the Share Option Scheme. The grant of the Options has also been approved by the independent non-executive Directors. Subject to the Independent Shareholders approval to be obtained by the Company in accordance with the Listing Rules, the Options will be granted in accordance with the terms of the Share Option Scheme and summary of the principal terms of the Options are set out below: (a) Duration and vesting conditions The Options have a life of 10 years from 4 October 2007, being the date of the grant of the Options, and will be vested and exercisable on the following conditions and periods: Conditions of exercise Percentage vesting Cumulative percentage exercisable One year after the date of grant and subject to the performance of the Group as may be imposed by the Board from time to time 30% of Options granted 30% (exercisable until 3 October 2017) Two years after the date of grant and subject to the performance of the Group as may be imposed by the Board from time to time A further 30% of Options granted 60% (exercisable until 3 October 2017) 4

7 LETTER FROM THE BOARD Conditions of exercise Three years after the date of grant and subject to the performance of the Group as may be imposed by the Board from time to time Percentage vesting The final 40% of Options granted Cumulative percentage exercisable 100% (exercisable until 3 October 2017) No Options shall be exercisable if the performance targets of the Group are not achieved. However, the Options may be exercisable in the subsequent year when the performance targets of the Group in respect of the subsequent year are met and the Board has sole discretion to withdraw the vesting conditions at any time as the Board thinks fit. As at the Latest Practicable Date, the performance targets of the Group are yet to be set by the Board. The Shares to be allotted upon exercise of the Options will rank pari passu in all respects with the Shares then in issue as from the date when the name(s) of Mr. Cheung and/or Ms. Lo is/are registered on the register of members of the Company, including the entitlement to participate in all dividends and/or other distributions the record date for which is on or after the date of allotment and issue of those Shares. (b) Subscription Price The Options are exercisable at the Subscription Price of HK$0.479 per Share, which is the highest of (i) HK$0.10, being the nominal value of a Share; (ii) HK$0.470, being the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on 4 October 2007, being the date of the Board meeting held to approve the grant of Options, and (iii) HK$0.479, being the average closing price of Shares as stated in the daily quotations sheets on the Stock Exchange from 25 September 2007 to 3 October 2007, both dates inclusive (being the five trading days immediately preceding the date of the grant of Options). (c) Reasons and consideration for the grant of the Options Mr. Cheung and Ms. Lo are both the executive Directors and substantial Shareholders and the Options are proposed to be granted to them in recognition of their contributions to the growth of the Group in the past and as an incentive for their continuing commitment and contribution to the Group in the future. The consideration payable on acceptance of the Options is HK$1.00 for the Options. The Directors (including the independent non-executive Directors) consider that the terms of the Options are fair and reasonable. 5

8 LETTER FROM THE BOARD Information on Options granted under the Share Option Scheme As at the Latest Practicable Date, other than the 68,500,000 share options granted by the Board on 4 October 2007, there were 19,100,000 share options granted but not exercised under the Share Option Scheme. No share option has been granted to Mr. Cheung and Ms. Lo during the past 12 months up to and including 4 October Assuming that the grant of the Options is approved by the Independent Shareholders at the EGM and that no options granted under the Share Option Scheme are exercised from the Latest Practicable Date up to the date of the EGM, the Company will have 87,600,000 options outstanding immediately after the EGM entitling the holders to subscribe for 19,100,000 Shares at the Subscription Price of HK$0.126 per Share and 68,500,000 Shares at the Subscription Price of HK$0.479 per Share respectively. A summary of the movement of the share options granted under the Share Option Scheme is as follows: Grantee Date of grant Number of share options granted Number of share options exercised Number of share options outstanding Exercise price (HK$ per Share) Exercise period Mr. Cheung 2 Feb 05 1,000,000 1,000, Oct 07 10,000,000 10,000, Oct 07 to 3 Oct 17 Ms. Lo 2 Feb 05 1,000,000 1,000, Oct 07 10,000,000 10,000, Oct 07 to 3 Oct 17 Mr. Chan Yuk Ming 2 Feb 05 10,000,000 10,000, Oct 07 10,000,000 10,000, Oct 07 to 3 Oct 17 Employees 10 Jan 05 48,500,000 29,400,000 19,100, Jan 05 to 06 Jun 14 1 Sept 05 32,000,000 32,000, Oct 07 38,500,000 38,500, Oct 07 to 3 Oct 17 6

9 LETTER FROM THE BOARD The following table illustrates the changes in the shareholdings of Mr. Cheung and Ms. Lo in the issued share capital of the Company upon the exercise in full of all the Options and other options granted under the Share Option Scheme: As at the Latest Practicable Date Number of Shares held Approximate shareholding percentage Upon exercise of the Options in full Number of Shares held Approximate shareholding percentage Upon exercise of the Options and other share options in full Number of Shares held Approximate shareholding percentage Mr. Cheung and Ms. Lo (Note 1) 607,218, % 627,218, % 627,218, % Mr. Chan Yuk Ming, a Director 10,000, % 10,000, % 20,000, % ARC Capital Holdings Limited (Note 2) 290,625, % 290,625, % 290,625, % Public Shareholders 688,059, % 688,059, % 745,659, % Total 1,595,902, % 1,615,902, % 1,683,502, % Notes: 1. These Shares are held as to 460,044,240 Shares by Mr. Cheung, a Director, personally, as to 60,774,000 Shares by Ms. Lo Wan, being the spouse of Mr. Cheung, and as to 86,400,000 Shares by Arbalice Holdings Limited which is a company beneficially owned as to 60% by Mr. Cheung, 27.5% by Ms. Lo Wan and 12.5% by Zhang Wei, a third party independent of, and not connected with Mr. Cheung, the Company and its connected persons as defined in the Listing Rules. 2. ARC Capital Holdings Limited is a closed-end fund listed on the AIM market of the London Stock Exchange principally engaged in the making and holding investments in the retail, consumer products and service sectors of Greater China and other countries in Asia. Implication under the Listing Rules The Shares to be issued upon exercise of the Options in full, i.e. 20,000,000 Shares, represent: (i) approximately 1.25% of the total issued share capital of the Company as at the Latest Practicable Date; (ii) approximately 1.24% of the total issued share capital of the Company as enlarged by the exercise of the Options (assuming no other share options have been exercised); and (iii) approximately 1.19% of the total issued share capital of the Company as enlarged by the exercise of the Options and other share options in full). Pursuant to rule 17.04(1) of the Listing Rules, as Mr. Cheung and Ms. Lo are executive Directors and substantial Shareholders and the grant of the Options would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted to them in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the issued share capital of the Company and having an aggregate value in excess of HK$5 million, such grant of Options must be approved by the Independent Shareholders 7

10 LETTER FROM THE BOARD in general meeting by way of a poll in which all connected persons of the Company shall abstain from voting in favour at the general meeting of the Company. In this regard, Arbalice Holdings Limited, ARC Capital Holdings Limited, Mr. Chan Yuk Ming, Mr. Cheung and Ms. Lo holding 907,843,240 Shares in aggregate, or approximately 56.88% of the total issued Shares as at the Latest Practicable Date, shall abstain from voting at the EGM to approve the grant of the Options. The grant of the 10,000,000 share options to Mr. Chan Yuk Ming on 4 October 2007 has been approved by the independent non-executive Directors. (D) RE-ELECTION OF DIRECTOR As announced by the Board on 8 October 2007, Mr. Liu Hui was appointed as a non-executive Director with effect from 8 October Pursuant to articles [86(3)] of the articles of association of the Company and Code A.4.2 of the Code on Corporate Governance Practices of the Listing Rules, all Directors appointed as an addition to the Board shall be subject to re-election by the Shareholders at the first general meeting after their appointment. Accordingly, Mr. Liu Hui shall offer himself for re-election as non-executive Director at the EGM. Particulars of Mr. Liu Hui are set out below: Mr. Liu Hui, aged 50, is graduated from Beijing University of International Business and Economics and Westminster University of UK. Mr. Liu has over 25 years of experience in advising and investing in the People s Republic of China, especially in the retail and consumer sectors. Mr. Liu co-founded the US$165 million China Retail Fund, LDC with American International Group, Inc in He is currently an independent non-executive director of China-Hong Kong Photo Products Holdings Limited (a company listed on the Stock Exchange) and the chairman and non-executive director of ARC Capital Holdings Limited (a closed ended fund listed on the AIM market of the London Stock Exchange). Mr. Liu is also currently a director of Hualian GMS Shopping Center Co., Ltd, a jointly controlled entity of the Group. Other than the aforesaid appointments, Mr. Liu does not hold any position with the Company or other members of the Group. Save and except that Mr. Liu is nominated by ARC Capital Holdings limited (which is a substantial Shareholder) as non-executive Director, Mr. Liu does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Liu does not have any interest (within the meaning of Part XV of the Securities and Futures Ordinance) in any securities of the Company. Mr. Liu has entered into a service contract with the Company for one year and is subject to retirement and re-election provisions set out in the articles of association of the Company. Pursuant to such service contract, Mr. Liu is entitled to receive a fixed director s fee of HK$40,000 per annum, which is determined with reference to his duties and responsibilities with the Company, the remuneration benchmark in the industry and the prevailing market conditions. 8

11 LETTER FROM THE BOARD In relation to the appointment of Mr. Liu as a non-executive Director, there is no information required to be disclosed under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders. EGM The EGM will be convened and held to consider and, if thought fit, to approve the proposed grant of Options and the re-election of Mr. Liu Hui as non-executive Director. The resolution for the proposed grant of Options shall be approved by the Independent Shareholders by way of poll. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it as soon as possible to the Company s Hong Kong branch share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish. RECOMMENDATION Having considered the terms and conditions of the proposed grant of the Options, all the independent non-executive Directors considered that they are fair and reasonable so far as the Independent Shareholders are concerned. The re-election of Mr. Liu Hui as non-executive Director is also in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors including all the independent non-executive Directors recommend the Independent Shareholders vote in favour of all the ordinary resolutions as set out in the notice of the EGM. RESPONSIBILITY STATEMENT This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. Yours faithfully For and on behalf of the Board K.P.I. Company Limited Cheung Siu Lam Chairman 9

12 APPENDIX PROCEDURES BY WHICH SHAREHOLDERS MAY DEMAND A POLL AT THE EGM The following sets out the procedures by which the Shareholders may demand a poll at the EGM. According to article 75 of the articles of association of the Company, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded by: (a) (b) (c) (d) the chairman of the meeting; or at least three Shareholders present in person (or in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or any Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or any Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right. Unless a poll be so demanded and not withdrawn, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution. 10

13 NOTICE OF EGM K.P.I. COMPANY LIMITED (incorporated in Hong Kong with limited liability) (stock code:605) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the extraordinary general meeting of K.P.I. Company Limited (the Company ) will be held at Suite 5606, 56/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 5 December 2007 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company: 1. THAT: ORDINARY RESOLUTIONS (i) the directors of the Company be and are hereby authorised to grant 10,000,000 share options to Mr. Cheung Siu Lam and 10,000,000 share options to Ms. Lo Wan (together the Share Options ) to subscribe for ordinary shares of HK0.10 each in the capital of the Company (each a Share ) at the subscription price of HK$0.479 per Share subject to such terms and conditions on the exercise of the Share Options as stipulated in the offer letters issued pursuant to the share option scheme of the Company adopted on 7 June 2004; and (ii) the directors of the Company or a duly authorised committee thereof be and are hereby authorised to do any act or things to sign, seal, execute and/or deliver any documents for and on behalf of the Company as may be necessary, desirable or expedient in connection with the grant of the Share Options to Mr. Cheung Siu Lam and Ms. Lo Wan. 2. THAT Mr. Liu Hui be and is hereby re-elected as non-executive director of the Company with immediate effect. Hong Kong, 23 October 2007 Yours faithfully For and on behalf of the board of Directors of K.P.I. Company Limited Chung Chin Keung Company Secretary 11

14 NOTICE OF EGM Notes: 1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his/her/its stead. A proxy need not be a member of the Company. 2. In order to be valid, the form of proxy enclosed must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company s share registrar, Tricor Tengis Limited of 26/F Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting (or the adjourned meeting as the case may be.) 3. In the case of joint holders of Shares, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof. 4. Resolution no. 1 will be conducted by way of a poll. 12

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