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 to be taken, 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 in Singamas Container Holdings Limited, you should at once
hand this Circular to the purchaser or other transferee 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.
SINGAMAS CONTAINER HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
Stock Code: 0716
PROPOSED VOLUNTARY DELISTING OF
SINGAMAS CONTAINER HOLDINGS LIMITED
FROM THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED
A notice convening an extraordinary general meeting of the Company to be held at Room 3203, 32/F., Admiralty
Centre 1, 18 Harcourt Road, Hong Kong on 9 December 2005 (Friday) at 10:00 a.m. is set out on pages 12 to
13 of this Circular.
Whether or not you intend to attend the said meeting, you are requested to complete the proxy form in accordance
with the instructions printed thereon and return the same to the registered office of the Company at 19/F., Dah
Sing Financial Centre, 108 Gloucester Road, Hong Kong as soon as possible and in any event not less than 48
hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and
return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned
meeting(s) should you so wish.
16 November 2005
CONTENTS
Page
Definitions .....................................................................................................................................................
1
Indicative Timetable ...................................................................................................................................
3
Letter from the Board .................................................................................................................................
4
Appendix A — Procedures and Fees for Effecting Transfer ................................................................
9
Appendix B — Procedures for Conducting a Poll ..................................................................................
11
Notice of Extraordinary General Meeting ...............................................................................................
12
–i–
DEFINITIONS
In this Circular (other than in the Notice of the Extraordinary General Meeting), the following expressions
have the following meanings, unless the context otherwise requires:
“Articles”
the Articles of Association of the Company, as amended from time to time
“Board”
the board of Directors of the Company
“Business Day”
a day (other than a Saturday or Sunday or a gazetted public holiday) on
which banks are open for business in Singapore, as the case may be
“CDP”
the Central Depository (Pte) Limited
“Companies Ordinance”
the Companies Ordinance, Chapter 32 of the laws of the Hong Kong Special
Administrative Region of the PRC
“Company”
Singamas Container Holdings Limited, the shares of which are listed and
traded on the SEHK and the SGX-ST
“Controlling Shareholder(s)”
as defined in the SGX-ST Listing Manual, means a person who:
(a)
holds directly or indirectly, 15% or more of the nominal amount of
all voting shares in the company, or
(b)
in fact exercises control over a company
“Delisting”
the voluntary delisting the Company from the Official List of the SGX-ST
pursuant to Rule 1306 of the SGX-ST Listing Manual
“Delisting Resolution”
the resolution of the Shareholders for approving the Delisting in the EGM to
be convened
“Depositor”
shall have the meaning as ascribed in Section 130A of the Singapore
Companies Act
“Director(s)”
the director(s) of the Company
“EGM”
the Extraordinary General Meeting of the Company to be held on 9 December
2005 for the purpose of considering, and if thought fit, approving the Delisting
“Hong Kong Share Registrar”
the Company’s share registrar in Hong Kong, being Computershare Hong
Kong Investor Services Limited of 17th Floor, Hopewell Centre, 183 Queen’s
Road East, Hong Kong
“HK$”
Hong Kong dollars, the lawful currency of the Hong Kong Special
Administrative Region of the PRC
–1–
DEFINITIONS
“Latest Practicable Date”
11 November 2005, being the latest practicable date prior to the printing of
this Circular for ascertaining certain information contained herein
“Notice of EGM”
the notice convening the EGM as set out on pages 12 to 13 of this Circular
“PRC”
the People’s Republic of China
“Securities Account(s)”
a securities account(s) or sub-account(s) maintained by a Depositor with
CDP
“SEHK”
The Stock Exchange of Hong Kong Limited
“SGX-ST”
The Singapore Exchange Securities Trading Limited
“Share(s)”
ordinary share(s) of HK$0.10 each in the capital of the Company
“Shareholder(s)”
the shareholders of the Company, except that where the registered holder is
CDP, the term “Shareholders” shall, in relation to those Shares, mean
Depositors whose Securities Accounts are credited with those Shares
“Singapore Companies Act”
the Companies Act, Chapter 50 of Singapore, as amended or re-enacted from
time to time
“%”
per cent.
–2–
INDICATIVE TIMETABLE
The expected timetable in relation to the Delisting is as follows:—
Last date and time for lodgement of Voting Instruction Forms
for the EGM
:
5 December 2005 at 12:00 noon
Last date and time for lodgement of Proxy Forms for the EGM
:
7 December 2005 at 10:00 a.m.
Date and time of EGM
:
9 December 2005 at 10:00 a.m.
Expected last day of trading of the Shares on the SGX-ST
:
27 December 2005
Expected date for the delisting of the Shares on the SGX-ST
:
5 January 2006
Notes:
(1)
Should there be any change in the expected timetable above, a separate announcement will be made by the Company.
(2)
Shareholders (whether or not intending to attend the EGM) are requested to complete, sign and return the proxy
form accompanied to this Circular in accordance with the instructions printed thereon as soon as possible and in
any event, so as to reach the registered office of the Company at 19/F., Dah Sing Financial Centre, 108 Gloucester
Road, Hong Kong, not later than 48 hours before the time appointed for the EGM. The completion and sending of
the proxy form by a Shareholder of the Company will not preclude such Shareholder from attending and voting in
person at the EGM in place of his proxy if he wishes to do so.
(3)
Depositors whose Securities Accounts are credited with Shares and who wish either (i) to give voting instructions
to the CDP for the resolution to be passed at the EGM; or (ii) to attend and cast their votes personally at the EGM
or to appoint a corporate representative to vote in respect of his/her shareholdings at the EGM, are requested to
complete, sign and return the Voting Instruction Form (Form A) or Corporate Representative Nomination Form
(Form B) accompanied to this Circular, respectively, in accordance with the instructions printed thereon as soon as
possible and in any event, so as to reach the CDP at 4 Shenton Way #02-01 SGX Centre 2 Singapore 068807, not
later than 12:00 noon on 5 December 2005.
–3–
LETTER FROM THE BOARD
SINGAMAS CONTAINER HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
Executive Directors:
Mr. Chang Yun Chung (Chairman)
(also known as Mr. Teo Woon Tiong)
Mr. Teo Siong Seng (Vice Chairman)
Mr. Hsueh Chao En
Mr. Jin Xu Chu
Mr. Teo Tiou Seng
Registered Office:
19/F., Dah Sing Financial Centre
108 Gloucester Road
Hong Kong
Non-Executive Director:
Mr. Kuan Kim Kin
Independent Non-Executive Directors:
Mr. Ngan Man Kit, Alexander
Mr. Ong Ka Thai
Mr. Soh Kim Soon
16 November 2005
To the Shareholders
Dear Sirs
PROPOSED VOLUNTARY DELISTING OF
SINGAMAS CONTAINER HOLDINGS LIMITED
PURSUANT TO RULE 1306 OF THE SGX-ST LISTING MANUAL
1.
INTRODUCTION
1.1
On 13 October 2005, the Company announced that the Board intends to seek the voluntary delisting
of the Company from the Official List of the SGX-ST pursuant to Rule 1306 of the SGX-ST
Listing Manual. On 10 November 2005, the Company announced that the SGX-ST has granted
in-principle approval for the Delisting, subject to the approval of the shareholders at an EGM to
be convened. Accordingly, the Directors have resolved to convene the EGM to seek the approval
of Shareholders for the Delisting.
1.2
The Shares of the Company are listed on the SEHK and will continue to be listed and traded on
the SEHK even after the Delisting. The Company has maintained a secondary listing of its Shares
on the Official List of the SGX-ST since 18 October 1994.
–4–
LETTER FROM THE BOARD
1.3
2.
THE DELISTING PROPOSAL
2.1
3.
The purpose of this Circular is to provide Shareholders with relevant information relating to the
proposed Delisting and the Delisting Resolution to be proposed at the EGM, notice of which is
set out on pages 12 to 13 of this Circular.
Under Rule 1306 of the SGX-ST Listing Manual, the SGX-ST may agree to an application for
the delisting of the Company if:
(a)
the Company convenes a general meeting to obtain the approval of Shareholders to the
Delisting proposal;
(b)
the Delisting Resolution is approved by a majority of at least 75% in nominal value of the
Shares held by Shareholders present and voting, on a poll either in person or by proxy at
the meeting; and
(c)
the Delisting Resolution is not voted against by 10% or more in nominal value of the
Shares held by Shareholders present and voting, on poll, either in person or by proxy at
the meeting.
2.2
As the Company’s listing on the SGX-ST is a secondary listing, and the Shares will continue to
be traded on the SEHK, there is no requirement for an exit alternative to be offered to Shareholders.
2.3
The Delisting of the Company from the SGX-ST will be conditional upon the approval of the
Shareholders at the EGM to be convened.
2.4
Shareholders should note that under Rule 1306(2) of the SGX-ST Listing Manual, the Directors
and Controlling Shareholders of the Company are not required to abstain from voting on the
Delisting Resolution. As at the Latest Practicable Date, Pacific International Lines (Private)
Limited holds 301,356,178 Shares, representing approximately 49.30% of the issued and paid up
share capital of the Company. Pacific International Lines (Private) Limited has confirmed to the
Company its intention to vote its entire shareholding in the Company in favour of the Delisting
Resolution.
2.5
The Company has on 13 October 2005 submitted an application to the SGX-ST to delist the
Company from the Official List of the SGX-ST. The SGX-ST has on 9 November 2005 given its
in-principle approval to the Company for the Delisting subject to approval of the Shareholders.
RATIONALE FOR THE DELISTING
The Board has considered the benefits of the Shares being listed on two publicly traded stock exchanges
and after due and careful consideration, are of the view that the Company no longer requires to maintain
a listed status on the Official List of the SGX-ST since market records show that trading volume of the
Shares on the Official List of the SGX-ST has been very low for the past five years, compared to the
volume traded on the SEHK. In addition, the additional costs and administrative burden placed on the
Company in maintaining the listing of the Shares on the Official List of the SGX-ST is not cost-effective
and is not commensurate with the benefit to be derived by Shareholders in view of the low trading
volume.
–5–
LETTER FROM THE BOARD
4.
IMPLICATIONS OF DELISTING FOR SHAREHOLDERS
The Delisting Resolution, if approved by Shareholders, will result in the delisting of the Company from
the Official List of the SGX-ST. The Company will, however, continue to be listed on the SEHK and
Shareholders can continue to trade their Shares on the Main Board of the SEHK.
5.
ACTIONS TO BE TAKEN BY SHAREHOLDERS
5.1
All Shareholders are entitled to vote on the Delisting Resolution. Once the Delisting Resolution
has been passed, the following procedures stipulated by the CDP will apply with respect to the
transfer of Shares which are currently deposited with CDP. Shareholders who do not have any
Shares deposited with the CDP are not required to take any action with respect to the transfer of
Shares and this document is for your information only.
5.2
Upon Delisting, each Shareholder who holds Shares that are deposited with the CDP will be
entitled to receive one share certificate representing such Shares. The Hong Kong Share Registrar
will arrange to despatch within five (5) Business Days of the date of Delisting, all share certificates
to the relevant Shareholders by ordinary mail, and at the risk of the Shareholder, to the address
appearing in the records of CDP. Any Shareholder who wishes to receive their share certificates
by registered mail instead should submit a written request to the Company at its registered address
at 19/F., Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong, so as to reach the Company
no later than three (3) Business Days prior to the date of Delisting.
5.3
Shareholders may elect not to act until the Delisting Resolution has been approved at the EGM.
However, Shareholders who wish to take action immediately may, during the period commencing
the date of receipt of this Circular up to the date of the EGM, appoint a broker in Hong Kong and
arrange for the transfer of the Shares from CDP to the Hong Kong broker.
5.4
After the Delisting Resolution has been approved at the EGM, the Company will make the
necessary announcements on the SGX-ST and SEHK to inform Shareholders of the date of
Delisting. Shareholders who have not taken any action prior to the EGM date and who do not
wish to have share certificates sent to them, must make application to CDP to transfer their
shares from CDP to a Hong Kong broker within a period of ten (10) Business Days after the date
of the EGM. Please refer to paragraph 5.5 for the last day to effect a transfer of Shares out of
CDP and to the Appendix A for the procedures and fees relating to such transfer.
5.5
Please note that the last day to submit or effect a transfer of Shares is 23 December 2005 and
CDP will not accept any further applications for transfers of Shares after such date. If the
transfer cannot be effected by 23 December 2005, the Shareholder will receive a share certificate
representing the deposited Shares from the Hong Kong Share Registrar.
5.6
Please note that the last trading day of Shares on the SGX-ST will be the sixth Business Day
prior to the date of Delisting.
–6–
LETTER FROM THE BOARD
6.
5.7
Shareholders who have any queries as to how they may transfer their Shares to a Hong Kong
broker or how they may dispose of their Shares on the SEHK after the Delisting in Singapore,
may contact the Company Helpline at either +852 2588 9191 or +65 6321 6889. The Helpline
will be made available to Shareholders from the date of despatch of this Circular to the last
trading date of Shares on the SGX-ST.
5.8
Shareholders who are in doubt of their position should seek independent legal advice.
EXTRAORDINARY GENERAL MEETING
6.1
An EGM, the notice of which is set out on pages 12 to 13 of this Circular, will be held at Room
3203, 32/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on 9 December 2005 at 10:00
a.m. for the purposes of considering and if thought fit, passing with or without modifications, the
Delisting Resolution.
6.2
Shareholders of the Company (whether or not intending to attend the EGM) are requested to
complete, sign and return the attached proxy form. Each proxy form should reach the registered
office of the Company at 19/F., Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong no
later than 10:00 a.m. on 7 December 2005. Completion and return of a proxy form by a Shareholder
will not prevent him from attending and voting in person at the EGM if he so wishes.
6.3
Depositors whose Securities Accounts with the CDP are credited with Shares and who wish
either (i) to give voting instructions to the CDP for the resolutions to be passed at the EGM; or
(ii) to attend and cast their votes personally at the EGM or to appoint a corporate representative
to vote in respect of his/her shareholdings at the EGM, are requested to complete, sign and return
the Voting Instruction Form (Form A) or Corporate Representative Nomination Form (Form B)
accompanied to this Circular, respectively, in accordance with the instructions printed thereon as
soon as possible and in any event, so as to reach the CDP at 4 Shenton Way #02-01 SGX Centre
2 Singapore 068807, not later than 12:00 noon on 5 December 2005.
6.4
Overseas Shareholders may obtain copies of this Circular and any related documents during
normal business hours at 19/F., Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong.
Alternatively, overseas Shareholders may write to the Company at its registered office at 19/F.,
Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong to request for a copy of this Circular
and any related documents and a copy will be sent to the address specified in the request from the
overseas Shareholder by ordinary post at his own risk.
6.5
The Company may notify any matter to Shareholders with a registered address outside Hong
Kong by announcement via SGXNET and SEHK and a paid advertisement in English in at least
one English language newspaper and in Chinese in at least one Chinese language newspaper in a
daily newspaper published and circulated in Hong Kong, in which case such notice shall be
deemed to have been sufficiently given notwithstanding any failure by any Shareholder to receive
or see such announcement or advertisement.
6.6
The resolutions to be passed at the EGM shall be by way of poll and the procedures for conducting
a poll pursuant to the Articles are set out in Appendix B of this Circular.
–7–
LETTER FROM THE BOARD
7.
DIRECTORS’ RECOMMENDATION
The Directors are of the opinion that the proposed Delisting is in the best interests of the Company.
They accordingly recommend Shareholders to vote in favour of the Delisting Resolution.
By order of the Board
Singamas Container Holdings Limited
Chang Yun Chung
Chairman
–8–
APPENDIX A
PROCEDURES AND FEES
FOR EFFECTING TRANSFER
1.
Shareholders who wish to transfer the Shares credited in their CDP account to a broker in Hong Kong to
facilitate trading on the SEHK have to complete the Form 29B.3 as enclosed herein in this Appendix A
and submit the original signed Form 29B.3 to the CDP at 4 Shenton Way #02-01 SGX Centre 2 Singapore
068807.
2.
The Form 29B.3 may be submitted by the Shareholder at any time after the date of receipt of this
Circular up to 23 December 2005 and CDP will not accept any further transfers for Shares after
such date.
3.
Kindly note that the following fees will be payable by the Shareholder to the CDP with respect to the
transfer of Shares:
(a)
[Last Done Price of the Shares on the SEHK (on the trading day immediately preceding the
submission date of the Form 29B.3)] x [Quantity of Shares to be transferred] x 0.01%*;
*
(b)
4.
Subject to a minimum fee of S$30 and a maximum fee of S$100, and excluding Goods and Services Tax
payable.
Any other fees as may be levied by the CDP.
In addition, Shareholders should note the following fees payable by the Shareholder to the broker(s)
appointed by them:
(a)
Handling fees;
(b)
Fees for receiving shares in Hong Kong; and
(c)
Any other fees as may be levied by the brokers in Hong Kong and/or Singapore.
Shareholders are advised to confirm the schedule of fees payable to their broker(s) in Hong Kong and/
or Singapore.
–9–
APPENDIX A
PROCEDURES AND FEES
FOR EFFECTING TRANSFER
– 10 –
APPENDIX B
PROCEDURES FOR CONDUCTING A POLL
Pursuant to existing Article 60 of the Articles, a resolution put to the vote of a meeting shall be decided on a
show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded.
Subject to the provisions of the Companies Ordinance, a poll may be demanded:—
(a)
by the chairman; or
(b)
by not less than three members having the right to vote at the meeting; or
(c)
by a member or members representing not less than one-tenth of the total voting rights of all the members
having the right to vote at the meeting; or
(d)
by a member or members holding shares conferring a right to vote on the resolution 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.
Pursuant to existing Article 61 of the Articles, unless a poll is duly demanded, a declaration by the chairman
that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by
a particular majority, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of
the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
Pursuant to existing Article 64 of the Articles, in the case of an equality of votes, whether on a show of hands
or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have. In case
of any dispute as to the admission or rejection of any vote the chairman shall determine the same, and such
determination shall be final and conclusive.
Pursuant to existing Article 65 of the Articles, a poll demanded on the election of a chairman or on a question
of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith
or at such time and place as the chairman directs, not being more than thirty days after the poll is demanded.
The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other
than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of
a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been
made.
Pursuant to existing Article 67 of the Articles, subject to any rights or restrictions attached to any shares, on a
show of hands every member who (being an individual) is present in person or (being a corporation) is present
by a duly authorized representative who is not himself a member entitled to vote, shall have one vote, and on a
poll every member shall have one vote for every share of which he is the holder.
Pursuant to existing Article 72 of the Articles, on a poll votes may be given either personally or by proxy or by
a duly authorised representative. A member entitled to more than one vote need not use all his votes or cast all
the votes the same way.
– 11 –
NOTICE OF EXTRAORDINARY GENERAL MEETING
SINGAMAS CONTAINER HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
Stock Code: 0716
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Singamas Container Holdings Limited
(the “Company”) will be held at Room 3203, 32/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on 9
December 2005 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without
modifications, the following resolutions as special resolutions:
“THAT:
(i)
the voluntary delisting of the Company from the Main Board of the Singapore Exchange Securities
Trading Limited (“SGX-ST”) under Rule 1306 of the Listing Manual of the SGX-ST (“the Delisting
Proposal”) be and is hereby approved; and
(ii)
any director of the Company be and is hereby authorised from time to time, as he considers necessary,
desirable or expedient to give effect to the above resolution:—
(a)
execute for and on behalf of the Company all documents, instruments, certificates, notices or
agreements as may be contemplated or required in respect of the matters contemplated by the
above resolution; and
(b)
to do all such other acts, matters or things for and on behalf of the Company, as may deem
necessary or desirable to perfect, give effect to or implement any of the said documents or the
said matters.”
BY ORDER OF THE BOARD
Tam Shuk Ping, Sylvia
Company Secretary
Hong Kong, 16 November 2005
Registered office:
19th Floor,
Dah Sing Financial Centre,
108 Gloucester Road,
Hong Kong
– 12 –
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notes:
(a)
Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or
more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.
Completion and return of the form of proxy will not preclude a member from attending and voting in person
at the meeting or any adjourned meeting should he so wishes.
(b)
In order to be valid, the form of proxy, together with any power of attorney or other authority, if any under which
it is signed or notarially certified copy of that authority must be lodged with the registered office of the Company
at 19th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong not less than 48 hours before the time
for holding the meeting or any adjournment thereof.
(c)
The register of members of the Company will be closed from Wednesday, 7 December 2005 to Friday, 9 December
2005, both days inclusive, during which period no transfer of shares will be effected. In order to determine entitlement
to attend and vote at the meeting, all transfers of shares, accompanied by the relevant share certificates, must be
lodged with the Company’s Registrar, Computershare Hong Kong Investor Services Limited of 17th Floor, Hopewell
Centre, 183 Queen’s Road East, Hong Kong for registration by not later than 4:00 p.m. on Tuesday, 6 December
2005.
(d)
The form of proxy for use at the meeting will be sent to shareholders together with the circular to be issued by the
Company in connection with the Delisting Proposal as soon as possible.
– 13 –