II. Shareholders’ Rights
1. Procedure for Shareholders to convene special general meetings
Members of the Company may, by a written requisition, require the directors of the Company to convene a special general meeting (“SGM”) for the transaction of any business specified in such requisition. A valid requisition may be made by a member or members of the Company holding at the date of deposit of the requisition not less than one-tenth of the paid-up capital of the Company which at that date carries the voting rights at general meetings of the Company. The requisition must state the purpose(s) of the requisitioned SGM, and must be signed by the requisitionist(s). The requisition may consist of several documents in like form each signed by one or more requisitionists, which must be deposited at the Company’s registered office in Bermuda at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. To ensure that it is received by the Company at the earliest opportunity, a copy of the signed requisition may also be deposited at the Company’s principal place of business in Hong Kong at 8/F, China United Centre, 28 Marble Road, North Point, Hong Kong, for the attention of the Board or the Company Secretary.
If the directors fail to proceed to convene an SGM within 21 days from the date of deposit of the requisition, the requisitionist(s) (or any of them representing more than one-half of their total voting rights) may himself/themselves convene an SGM, which must be held within 3 months of the date of deposit of the requisition. The SGM must be convened by the requisitionist(s) in the same manner as nearly as possible as that in which the SGM is to be convened by the directors. The requisitionist(s) is/are entitled to be repaid any reasonable expenses he/they incur(s) as a result of the failure of the directors duly to convene an SGM. These expenses will be payable by the Company and any sum so repaid shall be retained by the Company out of any sums due or to become due from the Company by way of fees or other remuneration to such defaulting directors in respect of their services.
2. Procedure for Shareholders to put forward proposals at Shareholders’ meetings
Members of the Company may by a written requisition and at their expense (unless the Company otherwise resolves) require the Company to:
(a) give to members of the Company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at the next annual general meeting of the Company; and/or
(b) circulate to members of the Company entitled to receive notice of any general meeting any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that general meeting.
A valid requisition may be made by either:
(a) any number of members of the Company representing not less than one-twentieth of the total voting rights of all the members having at the date of the requisition the right to vote at the meeting to which the requisition relates; or
(b) not less than 100 members of the Company.
The requisition signed by the requisitionists (or two or more copies which between them bear the signatures of all the requisitionists) must be deposited at the Company’s registered office in Bermuda at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. To ensure that it is received by the Company at the earliest opportunity, a copy of the signed requisition may also be deposited at the Company’s principal place of business in Hong Kong at 8/F, China United Centre, 28 Marble Road, North Point, Hong Kong, for the attention of the Board or the Company Secretary and,
(a) in the case of a requisition requiring notice of a resolution to be moved at an annual general meeting, not less than 6 weeks before the annual general meeting; and
(b) in the case of any other requisition, not less than one week before the general meeting.
The requisitionists must deposit or tender with the requisition a sum which is reasonably sufficient to meet the Company’s expenses in giving effect to the requisition.
3. Procedure for Shareholders to propose a person for election as Director
Shareholders may propose a person for election as director, the procedures for which are available on the Company’s website in the section of “Corporate Governance” under the column of “Investor Relations”.
4. Communication or sending enquiries to the Board
Shareholders may send any enquiries to the Board by mail, email or telephone to the Company Secretary, whose contact details are as follows:
Address: 12/F, Kwan Chart Tower, 6 Tonnochy Road, Wan Chai, Hong Kong
Telephone: +852 2270 7202