(2) Proposed Re-election of Directors

Transcription

1 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 you should take, 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 otherwise transferred all your shares in Sino Hotels (Holdings) Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. (Stock Code: 1221) (1) General Mandates to Repurchase Shares and to Issue Shares (2) Proposed Re-election of Directors The notice convening the annual general meeting of Sino Hotels (Holdings) Limited ( the Company ) to be held at The Pacific Rooms, 9th Floor, Towers Wing, The Royal Pacific Hotel & Towers, 33 Canton Road, Tsim Sha Tsui, Kowloon, at 10:30 a.m. or as soon as the annual general meeting of Tsim Sha Tsui Properties Limited closes, whichever is the later, on Thursday, 13th November, 2008 (the Annual General Meeting ) is contained in the 2008 Annual Report of the Company. Shareholders are advised to read the notice and to complete and return the form of proxy enclosed with the 2008 Annual Report not less than 24 hours before the time appointed for holding the Annual General Meeting in accordance with the instructions printed thereon. 13th October, 2008

2 CONTENTS Page Letter from the Chairman 1. Introduction General Mandate to Repurchase Shares General Mandate to Issue Shares Directors Proposed to be Re-elected Annual General Meeting Recommendation... 6 Appendix I Explanatory Statement on Repurchase of Shares... 7 Appendix II Procedures for Voting by Poll at General Meetings i

3 LETTER FROM THE CHAIRMAN (Stock Code: 1221) Directors: Robert NG Chee Siong (Chairman) Ronald Joseph ARCULLI, GBS, CVO, OBE, JP # Gilbert LUI Wing Kwong # Peter WONG Man Kong, BBS, JP* Adrian David LI Man-kiu* Steven ONG Kay Eng* Thomas TANG Wing Yung Daryl NG Win Kong Nicholas YIM Kwok Ming Principal Office: 12th Floor Tsim Sha Tsui Centre Salisbury Road Tsim Sha Tsui Kowloon Hong Kong ( # Non-executive Directors) (* Independent Non-executive Directors) 13th October, 2008 To the shareholders Dear Sir or Madam, (1) General Mandates to Repurchase Shares and to Issue Shares (2) Proposed Re-election of Directors 1. Introduction At the last annual general meeting of the Company held on 15th November, 2007, general mandates were given to the Directors to exercise the powers of the Company to repurchase shares and to issue shares of the Company. Under the terms of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ( Listing Rules ), these general mandates will lapse at the conclusion of the forthcoming annual general meeting of the Company to be held at The Pacific Rooms, 9th Floor, Towers Wing, The Royal Pacific Hotel & Towers, 33 Canton Road, Tsim Sha Tsui, Kowloon, at 10:30 a.m. or as soon as the annual general meeting of Tsim Sha Tsui Properties Limited closes, whichever is the later, on Thursday, 13th November, 2008 ( Annual General Meeting ) unless renewed at that meeting. The purpose of this circular is to provide you with information regarding the proposed general mandates to repurchase shares and to issue shares and the re-election of Directors. 1

4 LETTER FROM THE CHAIRMAN 2. General Mandate to Repurchase Shares An ordinary resolution will be proposed at the Annual General Meeting to approve a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to repurchase, at any time until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution, shares of the Company ( Shares ) up to a maximum of 10% of the issued share capital of the Company at the date of the resolution ( Share Repurchase Mandate ). An explanatory statement as required under the Listing Rules to provide the requisite information is set out in Appendix I hereto. 3. General Mandate to Issue Shares It will be proposed at the Annual General Meeting two ordinary resolutions respectively granting to the Directors a general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company at the date of the resolution until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution (the Share Issue Mandate ) and adding to such general mandate so granted to the Directors any Shares repurchased by the Company under the Share Repurchase Mandate. 4. Directors Proposed to be Re-elected In accordance with Article 115 of the Articles of Association of the Company and pursuant to paragraph A.4.2 of Appendix 14 to the Listing Rules, the Directors retiring by rotation at the Annual General Meeting are The Honourable Ronald Joseph Arculli, Mr. Adrian David Li Man-kiu, Mr. Steven Ong Kay Eng and Mr. Daryl Ng Win Kong who, being eligible, offer themselves for re-election. In accordance with Article 98 of the Articles of Association of the Company, Mr. Nicholas Yim Kwok Ming will hold his office until the Annual General Meeting and who, being eligible, offer himself for re-election. Under the service contract between the Company and each of the Executive Directors, Mr. Daryl Ng Win Kong and Mr. Nicholas Yim Kwok Ming, there is no fixed term of office for these Executive Directors but they are subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. The Non-executive Director The Honourable Ronald Joseph Arculli and each of the Independent Non-executive Directors Mr. Adrian David Li Man-kiu and Mr. Steven Ong Kay Eng does not have a service contract with the Company other than a letter of appointment pursuant to which his term of office is for the period of three years from 1st July, 2008, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. 2

5 LETTER FROM THE CHAIRMAN The emoluments of the Directors are to be determined by the Remuneration Committee with reference to their duties, responsibilities and performance and the results of the Group. The directors fees are fixed by the Board of Directors pursuant to the authority granted by the shareholders at annual general meetings. The amount of emoluments paid or payable for the year ended 30th June, 2008 to each of the Directors who stand for re-election at the Annual General Meeting are set out in Note 10 to the Financial Statements at page 60 in the Company s 2008 Annual Report. Other biographical details of each of the Directors who stand for re-election at the Annual General Meeting, as required by Rule 13.51(2) of the Listing Rules as at 6th October, 2008 (the latest practicable date prior to the printing of this circular), are set out below to enable the shareholders to make informed decision on their re-election. The Honourable Ronald Joseph Arculli, GBS, CVO, OBE, JP, aged 69, has been a Director of the Company since 1994 and was re-designated from an Independent Non-executive Director to a Non-executive Director in July The Honourable Ronald Arculli through Arculli and Associates (July December 2005) and since 1st January, 2006 through Ronald Arculli and Associates provide consultancy services to the Company. He is also a Non-executive Director of Sino Land Company Limited and Tsim Sha Tsui Properties Limited. The Honourable Ronald Arculli is the Independent Non-executive Chairman of Hong Kong Exchanges and Clearing Limited and was the Chairman of The Hong Kong Jockey Club from 2002 to August He is a practising solicitor and has served on the Legislative Council from 1988 to He is currently a non-official member of the Executive Council of The Hong Kong Special Administrative Region Government, the Chairman of Committee on the Review of Post-service Outside Work for Directorate Civil Servants, an Honorary Advisor of the Social Ventures Hong Kong Limited and a board member of The Hong Kong Mortgage Corporation Limited. He has a distinguished record of public service on numerous government committees and advisory bodies. The Honourable Ronald Arculli is an Independent Non-executive Director of Hang Lung Properties Limited and SCMP Group Limited, a Non-executive Director of Hongkong Electric Holdings Ltd., Hutchison Harbour Ring Limited and HKR International Limited. He was an Independent Non-executive Director of Shanghai Century Acquisition Corporation, a company listed on the American Stock Exchange, from October 2005 to May Save as disclosed herein, The Honourable Ronald Arculli did not hold any other directorships in any other public listed companies in the last three years and does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. He has a personal interest in 282,167 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There are no other matters relating to the re-election of The Honourable Ronald Arculli that need to be brought to the attention of the shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. 3

6 LETTER FROM THE CHAIRMAN Mr. Adrian David Li Man-kiu, aged 35, an Independent Non-executive Director since April 2005, is the General Manager and Head of Corporate Banking Division of The Bank of East Asia, Limited since He is also an Independent Non-executive Director of Sino Land Company Limited and Tsim Sha Tsui Properties Limited. He is a member of the Ninth and Tenth Guangdong Provincial Committee and was formerly a member of the Ninth and Tenth Guangzhou Committee of the Chinese People s Political Consultative Conference, P.R.C.. He is also a committee member of the Ninth and Tenth All-China Youth Federation and the Deputy Chairman of the Ninth Beijing Municipality Youth Federation. In addition, he is the Council Member of the Vocational Training Council, a member of the Advisory Board and Chairman of the Investment Committee of the Hong Kong Export Credit Insurance Corporation and a member of the Mandatory Provident Fund Industry Schemes Committee of the Mandatory Provident Fund Schemes Authority. He also sits on the Board of Ocean Park Corporation and is an Independent Non-executive Director of China State Construction International Holdings Limited. Further, he is an Alternative Independent Non-executive Director of San Miguel Brewery Hong Kong Limited and AFFIN Holdings Berhad, the latter is listed on the main board of the Malaysia Stock Exchange. Mr. Li holds a Master Degree in management from Kellogg Graduate School of Management, Northwestern University, Evanston, Illinois, US, a Master Degree of Arts and a Bachelor Degree of Arts in Law from the University of Cambridge. He is a member of The Law Society of England and Wales and The Law Society of Hong Kong. Save as disclosed herein, Mr. Li did not hold any other directorships in any other public listed companies in the last three years and does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. Li does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There are no other matters relating to the re-election of Mr. Li that need to be brought to the attention of the shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Mr. Steven Ong Kay Eng, aged 62, an Independent Non-executive Director since July 2005, is a Director of Altrade Investments Pte. Ltd. in Singapore. He is also an Independent Non-executive Director of Tsim Sha Tsui Properties Limited. He is also a substantial shareholder of Hwa Hong Corporation Limited, which is listed on the main board of the Singapore Stock Exchange. Mr. Ong has been a veteran banker with extensive experience in banking and finance over 43 years. He was the Chairman of Foreign Bankers Association in Beijing, People s Republic of China from 1999 to Save as disclosed herein, Mr. Ong did not hold any other directorships in any other public listed companies in the last three years and does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. Ong does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There are no other matters relating to the re-election of Mr. Ong that need to be brought to the attention of the shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. 4

7 LETTER FROM THE CHAIRMAN Mr. Daryl Ng Win Kong, aged 30, an Executive Director of the Company since April 2005, holds a Bachelor of Arts Degree from Columbia University in New York. Mr. Ng first joined the Company as Executive (Development) in He is an Executive Director of Sino Land Company Limited and Tsim Sha Tsui Properties Limited. He is also an Independent Non-executive Director of Blue Cross (Asia-Pacific) Insurance Limited and BEA Life Limited and a Director of Hong Kong Design Centre. He is a Member of the Infrastructure Development Advisory Committee of the Hong Kong Trade Development Council, a General Committee Member of The Chamber of Hong Kong Listed Companies, a Member of the International Advisory Council of Columbia University in the City of New York, a member of the Tenth Sichuan Committee of Chinese People s Political Consultative Conference and a committee member of the Tenth All-China Youth Federation. He is the eldest son of the Chairman Mr. Robert Ng Chee Siong and the eldest grandson of the substantial shareholder Mr. Ng Teng Fong. Save as disclosed herein, Mr. Ng did not hold any other directorships in any other public listed companies in the last three years and does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. Ng does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There are no other matters relating to the re-election of Mr. Ng that need to be brought to the attention of the shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Mr. Nicholas Yim Kwok Ming, aged 56, an Executive Director of the Company since July He first joined the Company as General Manager of City Garden Hotel in He has been promoted to Group General Manager (Hotels) in August 2006 and has been an Associate Director of the Company since January Mr. Yim holds a Master Degree of Business Administration and has over 34 years of experience in hospitality industry in the United States, Taiwan, Mainland China and Hong Kong. Save as disclosed herein, Mr. Yim did not hold any other directorships in any other public listed companies in the last three years and does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. Yim does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There are no other matters relating to the re-election of Mr. Yim that need to be brought to the attention of the shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. 5

8 LETTER FROM THE CHAIRMAN 5. Annual General Meeting At the Annual General Meeting, ordinary resolutions will be proposed to approve the Share Repurchase Mandate and the Share Issue Mandate. The notice convening the Annual General Meeting is contained in the 2008 Annual Report of the Company. Shareholders are advised to read the notice and to complete and return the form of proxy enclosed with the 2008 Annual Report not less than 24 hours before the time appointed for holding the Annual General Meeting in accordance with the instructions printed thereon. Your right to demand a poll on the resolutions proposed at the Annual General Meeting is set out in Appendix II to this circular. The Chairman of the Annual General Meeting will exercise his power under Article 79 of the Company s Articles of Association to put each of the resolutions to be proposed at the Annual General Meeting to the vote by way of a poll. On a poll, every shareholder who is present in person or by proxy shall have one vote for every share of which he is the holder. The Company will publish an announcement on the website of The Stock Exchange of Hong Kong Limited ( Stock Exchange ) and the Company s website of the results of the voting by poll at the Annual General Meeting on the same day after the Annual General Meeting. 6. Recommendation The Directors believe that the Share Repurchase Mandate and the Share Issue Mandate are in the best interests of the Company and its shareholders as a whole and accordingly the Directors, together with their associates, intend to vote in favour of the resolutions in respect of their respective shareholdings in the Company and recommend you to vote in favour of such resolutions to be proposed at the Annual General Meeting. Yours faithfully, Robert NG Chee Siong Chairman 6

9 APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Share Repurchase Mandate. 1. Listing Rules The Listing Rules permit companies whose primary listing are on the Stock Exchange to repurchase their securities on the Stock Exchange or on another stock exchange recognised for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to certain restrictions, the most important of which are summarised below: (a) Shareholders Approval The Listing Rules provide that all on-market repurchases of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchases. (b) Source of Funds Repurchases must be made out of funds which are legally available for the purpose and in accordance with the company s constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established. 2. Share Capital As at 6th October, 2008 (the latest practicable date prior to the printing of this circular), the issued share capital of the Company comprised 859,795,843 Shares of HK$1.00 each. On the basis of such figure and assuming that no further shares are issued or repurchased after 6th October, 2008 and up to the date of the Annual General Meeting, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 85,979,584 Shares, representing 10% of the issued share capital of the Company. 3. Reasons for Repurchases The Directors believe that the flexibility afforded by the Share Repurchase Mandate would be beneficial to the Company and its shareholders. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share. It will then be beneficial to those shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company. 7

10 APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES 4. Funding of Repurchases Any repurchases will be made out of funds of the Company legally permitted to be utilised in this connection in accordance with the Company s Articles of Association and the applicable laws in the Cayman Islands, which includes distributable profits of the Company or the proceeds of a fresh issue of Shares made for such purpose. There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 30th June, 2008 in the event that the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors shall from time to time be appropriate for the Company. 5. Disclosure of Interest Neither the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Share Repurchase Mandate if such is approved by the shareholders. No other connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Share Repurchase Mandate is approved by the shareholders. 6. Undertaking of Directors The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the powers of the Company to make repurchases pursuant to the Share Repurchase Mandate and in accordance with the Listing Rules and all the applicable laws both of Hong Kong and the Cayman Islands. 8

11 APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES 7. Share Prices The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months up to 6th October, 2008 (being the latest practicable date prior to the printing of this circular) were as follows: Highest HK$ Shares Lowest HK$ 2007 October November December January February March April May June July August September st October 6th October Effect of the Takeovers Code If on the exercise of the power to repurchase shares pursuant to the Share Repurchase Mandate, a shareholder s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Hong Kong Code on Takeovers and Mergers (the Takeovers Code ). As a result, a shareholder or 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 Rules 26 and 32 of the Takeovers Code. As at 6th October, 2008 (being the latest practicable date prior to the printing of this circular), Mr. NG Teng Fong, his associates and his concert parties were interested in approximately 47.10% of the issued share capital of the Company. In the event that the Directors exercise the power to repurchase the Shares under the Share Repurchase Mandate and to the extent that the effective increase in the collective percentage holding in the Company by Mr. NG Teng Fong, his associates and his concert parties will be more than 2% from the lowest collective percentage holding of Mr. NG Teng Fong, his associates and his concert parties in 9

12 APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES the 12-month period ending on and inclusive of the date of the relevant repurchase of Shares, there will be an obligation under Rules 26 and 32 of the Takeovers Code to make a mandatory offer. If the Directors exercise in full the power to repurchase the Shares under the Share Repurchase Mandate and assume the present shareholdings by each of the shareholders of the Company remain the same, the collective percentage holding of Mr. NG Teng Fong, his associates and his concert parties in the Company will increase to approximately 52.34%. However, the Directors have no present intention to exercise the repurchase of Shares to an extent that will result in any takeovers obligations. Save as aforesaid, the Directors are not aware of any consequences which will arise under Rules 26 and 32 of the Takeovers Code or such that the public float of the Company s shares will be reduced to less than 25% as a result of any purchases made under the Share Repurchase Mandate. 9. Share Purchases made by the Company The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular. 10

13 APPENDIX II PROCEDURES FOR VOTING BY POLL AT GENERAL MEETINGS According to existing Article 79 of the Articles of Association, 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: (i) by the Chairman of the meeting; or (ii) by at least three members present in person or by proxy and entitled to vote; or (iii) by any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all the members having the right to attend and vote at the meeting; or (iv) by a member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right. This circular (in both English and Chinese versions) ( Circular ) has been posted on the Company s website at Shareholders who have chosen to rely on copies of the Corporate Communications (including but not limited to Annual Report, Interim Report, notice of meeting, listing document, circular and proxy form) posted on the Company s website in lieu of any or all the printed copies thereof may request the printed copy of the Circular. Shareholders who have chosen to receive the Corporate Communications using electronic means through the Company s website and who for any reason have difficulty in receiving or gaining access to the Circular posted on the Company s website will promptly upon request be sent the Circular in printed form free of charge. Shareholders may at any time choose to change their choice of language and means of receipt (i.e. in printed form or by electronic means through the Company s website) of all future Corporate Communications from the Company by giving reasonable notice in writing to the Company s Principal Registrars, Tricor Friendly Limited, 26th Floor, Tesbury Centre, 28 Queen s Road East, Hong Kong. 11