THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult
your licensed securities dealer, bank manager, solicitor, professional accountant or other professional
advisers.
If you have sold or transferred all your shares in Oriental Ginza Holdings Limited, you should at
once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to
the bank, licensed securities dealer or other agent through whom the sale or 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 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.
Oriental Ginza Holdings Limited
‫׭‬ʿႺ࢔ઁٖτࠉʔ̇
(Incorporated in Bermuda with limited liability)
(Stock Code: 00996)
(1) PLACING OF NEW SHARES SUBJECT TO SHAREHOLDERS’ APPROVAL
(2) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
AND
(3) NOTICE OF SPECIAL GENERAL MEETING
Financial Adviser to Oriental Ginza Holdings Limited
KINGSTON CORPORATE FINANCE LIMITED
Placing Agent
KINGSTON SECURITIES LIMITED
A notice convening a special general meeting of Oriental Ginza Holdings Limited to be held at Suites
2 0 0 6 - 0 8 , 2 0 / F. , G r e a t E a g l e C e n t r e , 2 3 H a r b o u r R o a d , Wa n c h a i , H o n g Ko n g a t
10:00 a.m. on 9 January 2008 is set out on pages 12 to 13 of this circular. Whether or not you are able
to attend the special general meeting, you are requested to complete and return the accompanying
form of proxy in accordance with the instructions printed thereon to the branch share registrar of the
Company in Hong Kong, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road
East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time
appointed for the holding of the special general meeting or any adjournment thereof. Completion of
a form of proxy will not preclude you from attending and voting at the special general meeting or any
adjournment thereof in person if you so wish.
24 December 2007
CONTENTS
Page
Definitions ......................................................................................................................................
1
Letter from the Board
Introduction ..........................................................................................................................
The Placing ...........................................................................................................................
Other information on the Placing ........................................................................................
Fund raising activities in the past twelve months of the Company ...................................
Effects on Shareholdings structure of the Company ..........................................................
Proposed increase in authorised share capital ....................................................................
General ..................................................................................................................................
The SGM ...............................................................................................................................
Procedures by which a poll may be demanded ...................................................................
Recommendation ..................................................................................................................
Directors’ responsibility statement .....................................................................................
3
4
8
8
9
9
10
10
10
11
11
Notice of SGM ...............................................................................................................................
12
–i–
DEFINITIONS
In this circular , the following expressions have the following meanings, unless the context requires
otherwise:
“Acquisition”
the acquisition of the property investment business in the PRC as
detailed in the Company’s circular in that regard dated 17 September
2007
“Announcement”
the announcement dated 12 December 2007 issued by the Company
in relation to, among other things, the Placing and the proposed
increase in authorised share capital of the Company
“associate(s)”
has the meaning ascribed to it in the Listing Rules
“Board”
board of Directors
“Company”
Oriental Ginza Holdings Limited (formerly CASH Retail Management
Group Limited), a company incorporated in Bermuda with limited
liability, the Shares of which are listed on the Stock Exchange
“connected person(s)”
has the meaning ascribed to it in the Listing Rules
“Director(s)”
director(s) of the Company
“Group”
the Company and its subsidiaries
“Hong Kong”
Hong Kong Special Administrative Region of the PRC
“Last Trading Date”
10 December 2007, being the last trading date for the Shares on the
Stock Exchange before the date of the Announcement
“Latest Practicable Date”
20 December 2007, being the latest practicable date prior to the printing
of this circular for ascertaining information contained in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“Long Stop Date”
25 February 2008 or such later time or date as may be agreed between
the Placing Agent and the Company
“Placee(s)”
any individual(s), institutional or other professional investor(s) or any
of their respective subsidiaries or associates procured by the Placing
Agent to subscribe for any of the Placing Shares pursuant to the Placing
Agent’s obligations under the Placing Agreement
“Placing”
the placing of a maximum of 8,000,000,000 Placing Shares pursuant
to the terms of the Placing Agreement
“Placing Agent”
Kingston Securities Limited, a licensed corporation to carry on
–1–
DEFINITIONS
business in type 1 (dealing in securities) regulated activity under the
SFO
“Placing Agreement”
the agreement entered into between the Company and the Placing
Agent dated 11 December 2007 in relation to the Placing
“Placing Price”
HK$0.15 per Placing Share
“Placing Share(s)”
up to a maximum of 8,000,000,000 new Shares to be placed pursuant
to the terms of the Placing Agreement
“PRC”
The People’s Republic of China
“SFO”
the Securities and Futures Ordinance (Chapter 571 of The Laws of
Hong Kong)
“SGM”
a special general meeting of the Company to be held at Suites 200608, 20/F., Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong
at 10:00 a.m. on 9 January 2008 for the purpose of considering and, if
thought fit, approving, among other things, the Placing and the
proposed increase in authorised share capital of the Company
“Share(s)”
ordinary share(s) of HK$0.02 in the share capital of the Company
“Shareholder(s)”
holder(s) of the Share(s)
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“%”
per cent.
–2–
LETTER FROM THE BOARD
Oriental Ginza Holdings Limited
‫׭‬ʿႺ࢔ઁٖτࠉʔ̇
(Incorporated in Bermuda with limited liability)
(Stock Code: 00996)
Executive Directors:
Ms. Tin Yuen Sin Carol
Mr. Zhang Feng
Mr. Li Sai Ho
Mr. Tse Pui To Dickson
Mr. Lam Yat Ming
Mr. Fok Wai Ming Eddie
Registered Office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Head office and principal place
of business:
Suites 2006-08, 20/F
Great Eagle Centre
23 Harbour Road
Wanchai
Hong Kong
Independent Non-executive Directors:
Mr. Chan Wai Yip Freeman
Mr. Ng Ka Chung Simon
Ms. Leung Po Ying Iris
24 December 2007
To the Shareholders
Dear Sir or Madam,
(1) PLACING OF NEW SHARES SUBJECT TO SHAREHOLDERS’ APPROVAL
(2) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
AND
(3) NOTICE OF SPECIAL GENERAL MEETING
INTRODUCTION
On 12 December 2007, the Company announced that, on 11 December 2007, the Company and the
Placing Agent entered into the Placing Agreement pursuant to which the Company has conditionally
agreed to place through the Placing Agent under the Placing, on a best efforts basis, a maximum of
8,000,000,000 Placing Shares to not less than six Placees who and whose ultimate beneficial owners
are third parties independent of and not connected with the Company and its connected persons (as
defined in the Listing Rules) at a price of HK$0.15 per Placing Share.
–3–
LETTER FROM THE BOARD
The Board also proposed to increase the authorised share capital of the Company from HK$150,000,000
to HK$1,000,000,000 by the creation of an additional 42,500,000,000 Shares.
The purpose of this circular is to provide you with, among other things, further details of (i) the
Placing; (ii) the proposed increase in the authorised share capital of the Company; and (iii) the notice
convening the SGM.
(1)
THE PLACING
THE PLACING AGREEMENT
Date
11 December 2007
Issuer
The Company
Placing Agent
The Placing Agent for the Placing has conditionally agreed to place a maximum of 8,000,000,000
Placing Shares on a best efforts basis. The Placing Agent will be entitled to receive a placing
commission of 2.5% on the gross proceeds of the actual number of Placing Shares being placed
by it. The Placing Agreement was arrived at after arm’s length negotiations between the Company
and the Placing Agent. The Directors (including the independent non-executive Directors)
consider such placing commission fair and reasonable. The Placing Agent and its ultimate
beneficial owners are third parties independent of and not connected with the Company and its
connected persons (as defined in the Listing Rules).
Placees
The Placing Agent agreed to place the Placing Shares on a best efforts basis to not less than six
Placees, who and whose ultimate beneficial owners are third parties independent of and not
connected with the Company and its connected persons (as defined in the Listing Rules). None
of the individual Placee will become a substantial Shareholder (as defined in the Listing Rules)
immediately after completion of the Placing.
Placing Shares
The aggregate of 8,000,000,000 Placing Shares represents approximately 483.26% of the existing
issued share capital of the Company of 1,655,429,312 Shares in issue as at the Latest Practicable
Date and approximately 82.85% of the Company’s issued share capital of 9,655,429,312 Shares
as enlarged by the Placing.
–4–
LETTER FROM THE BOARD
Ranking of Placing Shares
The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on
the date of allotment and issue of the Placing Shares.
Placing Price
The Placing Price of HK$0.15 represents:
(i)
a discount of approximately 41.18% to the closing price of HK$0.255 per Share as quoted
on the Stock Exchange on the Last Trading Date;
(ii)
a discount of approximately 48.28% to the average closing price per Share of HK$0.29
in the last five consecutive trading days up to and including the Last Trading Date;
(iii)
a discount of approximately 51.61% to the average closing price per Share of HK$0.31
in the last ten consecutive trading days up to and including the Last Trading Date; and
(iv)
a discount of approximately 45.45% to the closing price of HK$0.275 per Share as quoted
on the Stock Exchange as at the Latest Practicable Date.
The Placing Price was determined after arm’s length negotiation between the Company and the
Placing Agent with particular reference to (i) high volatility of the current equity capital market;
(ii) the recent sluggish share price performance of small-to-medium size listed companies; (iii)
poor operational and financial performance of the Group in the past few years; (iv)
underperforming share price performance; and (v) highly leveraged capital structure of the
Group, in particular, after completion of the Acquisition.
According to the financial summary for the years 2002 to 2006 set out in the annual report
2006 of the Company, the Company has been consecutively making losses in the past five
years, as to approximately HK$96.9 million, HK$33.6 million, HK$85.4 million, HK$76.6
million and HK$95.4 million for the years ended 31 December 2002, 2003, 2004, 2005 and
2006, respectively. Further but not last, according to the pro forma financial information of the
enlarged Group set out in the Company’s circular dated 17 September 2007, assuming the
Acquisition has been completed on 31 December 2006, the gearing ratio of the Group (calculated
as a ratio of total liabilities to total assets) and the debts to equity ratio of the Group (calculated
as a ratio of total non-current liabilities to total equity) would be hovered at an unacceptable
financial stability level of approximately 90% and 560%, respectively. On the other hand, the
Share price has also performed poorly in the past six months which has plunged by approximately
55.3% from HK$0.57 on 12 June 2007 to HK$0.255 on the Last Trading Date whereas the
Hang Seng Index has surged by 38.1% for the same corresponding period. In view of the
foregoing, the Directors consider that the Placing Price are on normal commercial terms and
are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
–5–
LETTER FROM THE BOARD
Conditions of the Placing
Completion of the Placing is conditional upon:
(i)
the Listing Committee of the Stock Exchange granting or agreeing to grant approval for
the listing of, and permission to deal in, the Placing Shares;
(ii)
the passing of a resolution by the Shareholders to approve the Placing at the SGM;
(iii)
the passing of a resolution by the Shareholders to approve the increase of the authorized
share capital of the Company to HK$1,000,000,000 at the SGM; and
(iv)
the Bermuda Monetary Authority approving the increase in the authorized share capital
of the Company to HK$1,000,000,000 and the issue of the Placing Shares (if required).
If any of the above conditions are not fulfilled prior to 10:00 a.m. of the Long Stop Date or
such later time or date as may be agreed between the Placing Agent and the Company, the
Placing Agreement shall terminate and subject to terms of the Placing Agreement, neither
party shall have any claim against the other for any costs or losses (save for any antecedent
breaches of the Placing Agreement).
Termination and force majeure
The Placing Agreement may be terminated by the Placing Agent if at any time at or
before 10:00 a.m. on the date of completion of the Placing Agreement, there occurs:
(i)
the introduction of any new laws or regulations or any change in existing laws or
regulations (or the judicial interpretation thereof) or other occurrence of any nature
whatsoever which may, in the reasonable opinion of the Placing Agent, materially
and adversely affect the business or the financial or trading position or prospects of
the Group as a whole; or
(ii)
the occurrence of any local, national or international event or change (whether or
not forming part of a series of events or changes occurring or continuing before
and/or after the date hereof) of a political, military, financial, economic, currency
(including a change in the system under which the value of the Hong Kong currency
is linked to the currency of the United States of America) or other nature (whether
or not sui generis with any of the foregoing), or in the nature of any local, national,
international outbreak or escalation of hostilities or armed conflict, or affecting
local securities market or the occurrence of any combination of circumstances
(inclusive of pandemics and epidemics) which may, in the reasonable opinion of the
Placing Agent, materially and adversely affect the business or the financial or trading
position or prospects of the Group as a whole or adversely prejudices the success of
the Placing of the Shares by potential investor(s) or otherwise makes it inexpedient
or inadvisable for the Company or the Placing Agent to proceed with the Placing;
or
–6–
LETTER FROM THE BOARD
(iii)
any change in market conditions or combination of circumstances in Hong Kong
(including without limitation suspension or material restriction or trading in
securities) occurs which affect the success of the Placing (such success being the
placing of the Shares to potential investor(s)) or otherwise in the reasonable opinion
of the Placing Agent makes it inexpedient or inadvisable or inappropriate for the
Company or the Placing Agent to proceed with the Placing.
For the avoidance of doubt, the termination of the Placing Agreement mentioned above shall
not affect any partial completion of the Placing Shares that may have taken place prior to such
date of termination. The Directors are not aware of the occurrence of any of such events as at
the Latest Practicable Date.
Completion of the Placing
Completion of the Placing, in any event, will take place within four business days after the
fulfilment of the conditions as set out in the Placing Agreement but not later than 29 February
2008 or such later date to be agreed between the Company and the Placing Agent.
The Company and the Placing Agent agreed that the Placing can be completed partially by a
maximum of 4 tranches provided that the aggregate number of the Placing Shares for each
partial completion shall not be less than 2,000,000,000 (save for the last tranche of the Placing
where the number of the Placing Shares to be issued may be less than 2,000,000,000, as the
case may be) and in integral multiples of 100,000,000 and that the listing approval in respect of
the relevant Placing Shares has been obtained. The Company will make a maximum of 4 listing
applications to the Listing Committee of the Stock Exchange for the listing of and permission
to deal in the relevant Placing Shares once the Placing Agent confirms to the Company that the
number of Placing Shares to be subscribed by the Placees procured by the Placing Agent has
reached 2,000,000,000 Shares and that partial completion can take place. Placing of the Placing
Shares in tranches shall give flexibility to the Company in raising funds and the Company may
receive funds in a more expedient manner as partial completion can take place once the Shares
placed by the Placing Agent has reached 2,000,000,000 Shares. Accordingly, the Directors
consider that placing of the Placing Shares in tranches is fair and reasonable and in the interest
of the Company and the Shareholders as a whole.
As the Placing may or may not proceed and is subject to Shareholders’ approval,
Shareholders and potential investors are advised to exercise caution when dealing in the
Shares.
–7–
LETTER FROM THE BOARD
OTHER INFORMATION ON THE PLACING
Reasons for the Placing
The Directors consider the timing of the fund raising by way of the Placing is appropriate
based on the recent stock market recovery especially in light of imminent investors’ demand
for the Shares, amidst the Company’s desire to gear down its highly-leveraged balance sheet.
Notwithstanding the Placing resulting in dilution of existing shareholding interest of the
Shareholders, the Directors consider that the Placing represents a great opportunity in which
the Company can raise further capital to not only reduce its debt level but also strengthen the
Group’s general working capital base. As at the Latest Practicable Date, the Company has total
debts of approximately HK$2,680 million.
Use of proceeds
The maximum gross proceeds from the Placing will be approximately HK$1,200 million. The
maximum net proceeds of approximately HK$1,169 million from the Placing is intended to be
used as to approximately HK$1,120 million for the settlement of the outstanding debts and the
remaining balance of approximately HK$49 million for the general working capital of the
Group. The net proceeds raised per Placing Share upon completion of the Placing will be
approximately HK$0.1461 per Placing Share.
FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS OF THE COMPANY
Save as disclosed below, the Company has not conducted any fund raising activities in the past
twelve months before the date of the Announcement and up to the Latest Practicable Date:
Date of
announcement
12 February 2007
Event
Placing of existing
Shares and top-up
subscription of
new Shares
Net proceeds
(approximately)
HK$27,500,000
–8–
Intended use
of proceeds
as announced
General working
capital
Actual use of
proceeds
Has been fully applied
as general working
capital
LETTER FROM THE BOARD
EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY
The effects on the shareholding structure of the Company as a result of the Placing are set out
below:
As at the
Latest Practicable Date
Fit Top (Note 1)
Tin Yuen Sin, Carol (Note 2)
Sub-total
Immediately
after the Placing
Shares
Approximate %
Shares
Approximate %
531,551,354
32.11%
531,551,354
5.51%
86,000,000
5.19%
86,000,000
0.89%
617,551,354
37.30%
617,551,354
6.40%
0
0.00%
8,000,000,000
82.85%
1,037,877,958
62.70%
1,037,877,958
10.75%
1,655,429,312
100.00%
9,655,429,312
100.00%
Public:
The Placees (Note 3)
Other public Shareholders
Total
Notes:
(2)
1)
Fit Top Investments Limited is a company wholly-owned by Ms. Tin Yuen Sin, Carol, an executive Director.
2)
Ms. Tin Yuen Sin, Carol is an executive Director.
3)
Such Shares will be allotted and issued upon completion of the Placing assuming the Placing Shares are
fully placed.
PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
The authorised share capital of the Company is now HK$150,000,000 divided into 7,500,000,000
Shares. The Board wishes to propose an increase in the authorised share capital of the Company
to HK$1,000,000,000 by the creation of an additional 42,500,000,000 Shares.
As at the Latest Practicable Date, the issued share capital of the Company is HK$33,108,586.24
comprising 1,655,429,312 Shares. The purpose of the proposed increase in the authorised share
capital of the Company is to accommodate the proposed Placing and to provide flexibility and
facilitate the Company in its future expansion by means of issuing new Shares and fund-raising
activities as the Directors may consider appropriate from time to time.
The proposed increase in authorised share capital of the Company is subject to, among other
things, the Shareholders’ approval at the SGM and, if required, the approval from the Bermuda
Monetary Authority.
–9–
LETTER FROM THE BOARD
GENERAL
The Group is principally engaged in retail related business in the PRC, which includes development
planning advisory services for shopping malls, store management services, advertising and promotion
advisory services and operation of retail related business. The Group has also expanded to include
property investment business following the completion of the Acquisition. Details of the Acquisition
are set out in the Company’s circular dated 17 September 2007.
The Company will make a maximum of 4 listing applications to the Listing Committee of the Stock
Exchange for the listing of and permission to deal in the relevant Placing Shares.
Shareholders and potential investors should note that the Placing is subject to the satisfaction
of the conditions precedent in the Placing Agreement. Shareholders and potential investors are
reminded to exercise caution when dealing in the Shares.
THE SGM
A notice convening the SGM is set out on pages 12 to 13 of this circular. The SGM will be convened
for the purpose of considering and, if thought fit, passing the ordinary resolutions to approve the
Placing and the proposed increase in authorised share capital of the Company.
To the best of the Directors’ knowledge, information and belief having made all reasonable enquires,
no Shareholder is required to abstain from voting for the Placing and the proposed increase in authorised
share capital of the Company at the SGM. The resolutions in respect of the Placing and the proposed
increase in authorised share capital of the Company will be voted on a show of hands unless a poll is
demanded in accordance with the procedures as summarised under the paragraph headed “Procedures
by which a poll may be demanded” in this circular.
A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the meeting in
person, please complete the accompanying form of proxy in accordance with the instructions printed
thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor
Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong and in
any event not less than 48 hours before the time appointed for the 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 meeting or any adjournment thereof should you so wish.
PROCEDURES BY WHICH A POLL MAY BE DEMANDED
Pursuant to Bye-law 73 of the Bye-laws, a resolution put to the vote at the general meeting shall be
decided on a show of hands unless (before or on the declaration of the result of the show of hands or
on the withdrawal of any other demand for a poll) a poll is duly demanded by:
(i)
the chairman of the meeting; or
(ii)
at least three Shareholders present in person (or in the case of a Shareholder being a corporation,
by its duly authorized representative) or by proxy for the time being entitled to vote at the
meeting; or
– 10 –
LETTER FROM THE BOARD
(iii)
a Shareholder or Shareholders present in person (or in the case of a Shareholder being a
corporation, by its duly authorized representative) or by proxy and representing not less than
one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting;
or
(iv)
a Shareholder or Shareholders present in person (or in the case of a Shareholder being a
corporation, by its duly authorized representative) or by proxy and holding Shares 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.
RECOMMENDATION
The Board is of the opinion that the terms of the Placing are on normal commercial terms and are fair
and reasonable and the Placing and the proposed increase in authorised share capital of the Company
are in the interests of the Company and Shareholders as a whole, and recommends you to vote in
favour of the resolutions to be proposed at the SGM to approve the relevant resolutions.
DIRECTORS’ RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving
information with regard to the Company. The Directors collectively and individually accept full
responsibility of the accuracy of the information contained in this circular, and confirm, having made
all reasonable enquiries, that to the best of their knowledge, information and belief, there are no other
facts the omission of which would made any statement herein misleading.
On behalf of the board of
Oriental Ginza Holdings Limited
Tin Yuen Sin Carol
Chairperson
– 11 –
NOTICE OF SGM
Oriental Ginza Holdings Limited
‫׭‬ʿႺ࢔ઁٖτࠉʔ̇
(Incorporated in Bermuda with limited liability)
(Stock Code: 00996)
NOTICE IS HEREBY GIVEN that a special general meeting of Oriental Ginza Holdings Limited
(the “Company”) will be held at Suites 2006-08, 20/F., Great Eagle Centre, 23 Harbour Road, Wanchai,
Hong Kong at 10:00 a.m. on 9 January 2008 for the purpose of considering and, if thought fit, passing,
with or without modification, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
1.
“THAT:
(a)
subject to the Shareholders’ approval of resolution numbered 2 below, the execution of
the conditional placing agreement (the “Placing Agreement”) dated 11 December 2007
between the Company and Kingston Securities Limited (the “Placing Agent”) pursuant
to which, inter alia, the Placing Agent agreed to procure placees to subscribe for a
maximum of 8,000,000,000 new shares of the Company (the “Placing Shares”) to be
issued by the Company, on a best efforts basis (a copy of which has been produced to
this meeting marked “A” and initialled by the chairman of the meeting for the identification
purpose) be and is hereby confirmed, approved and ratified;
(b)
the allotment and issue of the Placing Shares pursuant to and in accordance with the
terms and conditions of the Placing Agreement be and is hereby approved; and
(c)
any one director of the Company be and is hereby authorised to take such actions or
execute such documents to effect the issue of the Placing Shares and to do such other
things and to take all such action he or she considers necessary or desirable for the
purpose of giving effect to the Placing Agreement.”
– 12 –
NOTICE OF SGM
2.
“THAT:
the authorised share capital of the Company be increased from HK$150,000,000 divided into
7,500,000,000 ordinary shares of HK$0.02 each (the “Shares”) to HK$1,000,000,000 by the
creation of an additional 42,500,000,000 ordinary shares of HK$0.02 each (the “Ordinary
Shares”) such that the authorised share capital of the Company shall become HK$1,000,000,000
comprising 50,000,000,000 Ordinary Shares. Such new Ordinary Shares, upon issue, shall rank
pari passu in all respects with the existing Shares of the Company.”
On behalf of the board of
Oriental Ginza Holdings Limited
Tin Yuen Sin Carol
Chairperson
Hong Kong, 24 December 2007
Head Office and principal place of business:
Suites 2006-08, 20/F
Great Eagle Centre
23 Harbour Road
Wanchai
Hong Kong
Registered Office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Notes:
1.
Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint
another person as his proxy to attend and vote on his behalf. A proxy needs not be a member of the Company. A
member may appoint more than one proxy to attend in his stead.
2.
The enclosed form of proxy and (if required by the Board) the power of attorney or other authority (if any) under
which it is signed, or a certified copy of such power of authority shall be deposited at the Company’s branch share
registrar, in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai,
Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
Delivery of any instrument of proxy shall not preclude a member from attending and voting in person at the
meeting convened and in such event, the instrument of proxy shall be deemed to be revoked.
3.
Where there are joint holders of any share, any one of such holders may vote at the meeting, either in person or by
proxy, in respect of such Shares as if he was solely entitled thereto, but if more than one of such joint holders is
present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted
to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the
order in which the name stands first on the register of members of the Company in respect of the joint holding.
Several executors or administrators of a deceased member in whose name any share stands shall for this purpose
be deemed joint holders thereof.
4.
The enclosed form of proxy must be signed by the appointer or by his attorney duly authorized in writing or, if the
appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized
to sign the same.
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