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Corporate Presentation

 

Corporate Governance
Procedures for shareholders to propose a person for election as a director
 
1.     Provisions in the Company’s Bye-Laws
1.1     The provisions for a shareholder to propose a person for election as a director of the Company are laid down in Bye-Law 103 of the Company’s Bye-Laws.
 
1.2     Extract of Bye-Law 103 is set out below:
No person other than a retiring Director shall, unless recommended by the Board, be eligible for election to the office of Director at any general meeting unless there has been given to the Secretary notice in writing by a member of the Company (not being the person to be proposed), entitled to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected provided that the minimum length of the period, during which such notice(s) is/are given, shall be at least seven (7) days and that the period for such lodgment of such notice(s) shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no alter than seven (7() days prior to the date of such meeting.
 
2.     Requirements under the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “GEM” Listing Rules”) of The Stock Exchange of Hong Kong Limited
2.1 Pursuant to Rules 17.46, Rules 17.46A and Rules 17.46B of the GEM Lisiting Rules, the Company shall:
(a) Publish an announcement or issue a supplementary circular upon receipt of a notice from a shareholder to propose a person for election as a director at the general meeting where such notice is received by the Company after publication of the notice of meeting. The Company shall include particulars required under Rules 17.50(2) of the proposed director in the announcement or supplementary circular.
(b) Publish such announcement or supplementary circular not less than 10 business days before the date of the relevant general meeting; and
(c) Must assess whether or not it is necessary to adjourn the meeting of the election to give shareholders at least 10 business days to consider the relevant information disclosed in the announcement or supplementary circular.
 
3.     Procedures for shareholders to propose a person for election as a director
3.1  If a shareholder wishes to propose a person (the “Candidate”) for election as a director of the Company at a general meeting, he/she shall deposit a written notice (the “Notice”) at the Company’s head office at Factory Portion B of Unit 13 9/F, Vanta Indusrial Centre, Nos. 21-33 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong.
 
3.2     The Notice (i) must include the personal information of the Candidate as required by Rule 17.50(2) of the GEM Listing Rules; and (ii) must be signed by the shareholder concerned and signed by the Candidate indicating his/her willingness to be elected and consent of publication of his/her personal information.
 
3.3  The period for lodgment of the Notice shall commence on the day after the dispatch of the notice of general meeting and end no later than seven (7) days prior to the date of such general meeting.
 
3.4 In order to ensure the Company’s shareholders have sufficient time to receive and consider the proposal of election of the Candidate as a director of the Company without adjourning the general meeting, shareholders are urged to submit and lodge the Notice as early as practicable preferably at least 15 business days prior to the date of the general meeting appointed for such election.


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