GLOBAL TECH (HOLDINGS) LIMITED
(Incorporated in the Cayman Islands with limited liability)
ANNUAL RESULTS
For the year ended 30th September, 2001
Global Tech -- Committed to the Development of Telecommunications in the Greater
China Region
The Board of Directors (the “Board”) of Global Tech (Holdings) Limited (the “Company”) is
pleased to announce the results of the Company and its subsidiaries (the “Group”) for the year
ended 30th September, 2001.
REVIEW OF OPERATIONS
Financial highlights
For the year ended 30th September, 2001, the Group recorded a sales turnover of approximately
HK$4,373 million (2000: HK$4,067 million), representing an increase of over 7.5% for the year.
In terms of sales turnover in volume, the Group recorded an increase of 9% to approximately 2.72
million units (2000: 2.49 million). The Group’s net profit after tax and minority interests grew by
20% to approximately HK$475 million (2000: HK$395 million). The Group’s basic earnings per
share increased by 12% to HK$0.103 (2000: HK$0.092). The diluted earnings per share was
HK$0.098 (2000: HK$0.088), representing an increase of 11% from the previous year.
Sales and profit margins
The Group’s sales to the Mainland China region grew 13% to approximately HK$3,805 million
(2000: HK$3,364 million), representing approximately 87% (2000: 83%) of the Group’s total
sales. The remainder of sales were mainly to Hong Kong and Taiwan. Of the total Mainland China
sales, approximately 45% (2000: 37%) were sales to the Northern and Eastern Provinces and 52%
(2000: 55%) were to the Southern Provinces, where the concentration and income per capita is
comparatively higher than the middle and Western regions, reflecting on the Group’s sales
strategies of distributing more premium products during the year and maximising returns.
The Group distributed 12 different mobile phone models during the year, of which 6 were models
introduced to the market this year.
The Group sold approximately 2.72 million units (2000: 2.49 million) of mobile phones and
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GLOBAL TECH - Annual Results
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recorded approximately HK$4,373 million (2000: HK$4,067 million) in sales revenue. The
increase in overall sales compared to the previous year was largely as a result of the continual
growth in the mobile telecommunications market in Mainland China, and the introduction of new
mobile phone models, which boosted demand.
Both the Group’s earlier models and newer range of mobile phones contributed evenly to this year
sales and gross profit. In the first half of the year, mobile phone models such as the Nokia 5110,
Samsung SGH-A188, SGH-600, SGH-800 and SGH-2200 models mainly contributed to the
Group’s sales and gross profit. The Group has done exceptionally well with certain earlier mobile
phone models such as the SGH-600 and SGH-800, which have been selling for over three years in
Mainland China.
The introduction of new Samsung mobile phone models such as the SGH-A288, SGH-N188 and
SGH-N288 mobile phones significantly boosted overall sales and gross profit in the second half of
the year.
The Group’s turnover in terms of sales value/volume and gross profit for the year can be further
analysed through the sales mix of the mobile phones sold. The Group sold over 1.9 million units
(2000: 1.2 million) of Samsung mobile phones and approximately 0.7 million units (2000: 1.2
million) of Nokia mobile phones during the year. The proportionate increase in the number of
Samsung mobile phones sold over Nokia mobile phones in the year had contributed to the overall
increase in gross profit in comparison with the same period in the previous year. The average gross
profit yield for Samsung mobile phones was approximately 19% (2000: 16%); in comparison, the
average gross profit yield of Nokia mobile phones was approximately 2% (2000: 8%). The overall
combined average gross profit margin was approximately 16% (2000: 13%) for the year.
Retail operations
The Group’s retail operation recorded sales of approximately HK$35 million for the year. During
the year, the Group opened two Samsung brand shops in Hong Kong, one in February and one in
May 2001. With the current economic, the Group is particularly pleased with the performance of
these retail outlets as they are already contributing to the Group’s results. The brand shops proved
to be popular especially with the launch of new Samsung models, in many cases advance orders
had been placed by retail customers for hit models well in advance of the official launch date.
Although the Hong Kong retail market is generally tough, our retail outlets have been very
successful and we are quietly confident of seeing through the poor economic conditions especially
with the introduction of new models.
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Group’s liquidity, financial and working capital resources
30th September,
2001
30th September,
2000
Current ratio
2.09
1.50
Liquid ratio
1.55
1.22
Cash and bank balances
HK$869 million
HK$861 million
Days inventory turnover
46 days
21 days
Days debtors turnover
51 days
29 days
Gearing ratio*
11.71%
0.05%
*
(Gearing ratio = Long term debt over total assets)
The current ratio and liquid ratio of the Group increased from 1.50 to 2.09 and 1.22 to 1.55,
respectively due mainly to the increase in cash inflow of funds from operations from a deficit of
HK$144 million to positive HK$302 million.
The accounts receivables of the Group rose from approximately HK$484 million to HK$747
million while average days receivables rose from 29 days to 51 days. The Group had experienced
significant growth in the past two to three years in terms of sales and volume turnover. Supporting
this growth was the ability of the Group to adopt marketing strategies that extends the life of
mobile phones coming under our distributorship and obtaining the exclusive distribution rights to
new mobile phone models. The contributing factor leading to the increase in accounts receivables
balance over the previous year was the growth in sales achieved in latter half of the year. The
Group sold over HK$1,500 million (2000: HK$960 million) of mobile phones during the last three
months of the year, fuelled mainly by the introduction of new popular models such as the
SGH-A288, SGH-N288 and SGH-N188 in the second half of the year. It is worth noting that the
average cost of these models was over one-third more expensive than the products sold last year.
The Group’s ageing profile of receivables shows that over 95% (2000: 83%) of receivables at year
end were within the 90 days credit period. Trade receivables over three months have fallen 56% to
approximately HK$39 million. The normal credit period granted to the Group’s customers is up to
a period of 90 days, except for certain creditworthy customers, as approved by senior management
of the Group, of which slightly longer credit period may be given. The Group’s trade credit
facilities with its creditors are up to a period of 120 days.
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GLOBAL TECH - Annual Results
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With the Group's sales picking up over the latter half of the year, inventory level rose to
approximately HK$596 million (2000: HK$334 million) while average inventory days rose from
an average of 21 days to 46 days. The contributing factors leading to the increase in inventory
levels were mainly because of the introduction of new model phones during the second half of the
year fuelled by demand for these mobile phones. These mobile phones, including the SGH-A288,
SGH-N288 and SGH-N188 models, made up approximately 92% of total inventory at year end.
The remaining inventories were made up of mainly popular models such as the SGH-600 and
SGH-800 which the Group had sold on average over 100,000 units each month for the last quarter
of this year. In comparing the stock held at the end of last year, the average cost of these phones
were approximately HK$465 per unit or 34% more expensive than the inventory we had in the
previous year. In addition, the Group was also required maintain inventory for three regions:
Mainland China, Hong Kong and Taiwan; the Group was only required to keep inventory for
Mainland China and Hong Kong in the previous year.
During the year, the Group taped into the debt market and raised a syndicated bank loan of
approximatley HK$280 million (denominated in HK$191 million and US$11.5 million). As a
result, the gearing ratio of the Group was approximately 11.71% (2000: 0.05%) as at 30th
September, 2001.
The bank loan has a term of three years beginning in September 2001, with deferred quarterly
repayments beginning 21 months after the initial drawdown. The bank loan is unsecured and
interest bearing at 3-month HIBOR + 1.5% per annum.
The Group believes that additional financing will enable the Group to increase its working capital
base to enable it to explore opportunities in increasing volume sales of premium products and
maximise profits.
The Group is required to place cash deposits as collateral to certain banks for banking facilities
used for the purchases of inventory. As at the year end, the Group’s pledged cash was
approximately HK$318 million or 37% (2000: HK$753 million or 88%) of total cash. This
represented a reduction in pledged cash by 58% from the prior year. During the year, the Group
was also able to raise a syndicated unsecured trade facility totalling HK$220 million, exempting
the Group from the requirement to place any pledged deposits in respect of these banking facilities.
The Group will continue to work closely with its bankers to enhance a more efficient
deposit/facility ratio and to eventually reduce pledged cash to zero in the near future to improve
cash efficiency and liquidity.
Other than the syndicated bank loan of HK$280 million raised during the year, the Group’s
funding requirements have mainly been financed by its working capital.
The Group conducts its core business transactions in mainly Hong Kong and US dollar
denominated currencies. Over 99% of the Group’s cash and bank balances are in either Hong Kong
or US dollar denominated currencies, hence the Hong Kong dollar/US dollar peg presents a natural
hedge against short-term currency fluctuations under normal trading circumstances.
Of the HK$280 million bank loan raised, approximately HK$89 million were denominated in the
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GLOBAL TECH - Annual Results
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equivalent of US$11.5 million. In order to hedge against potential future long-term exchange rate
fluctuation of the US dollar portion of the loan, the Group entered into a currency/interest rate
Swap arrangement with a bank whereby its principal and interest obligation to the US dollar
portion of the loan are denominated in Hong Kong Dollars at a pre-determined exchange rate and
the interest rate is at 3-month HIBOR + 1.5% per annum throughout the term of the loan.
The low interest rate environment presents a challenge to the Group with regard to its free cash.
During the year, under direct professional management, the Group was able to diversify its
investments to maximise return on its free cash by investment in foreign currencies that resulted in
a net realised foreign exchange gain of approximately HK$39 million. The Group will strive to
continue to utilise its resources efficiently, under risk management guidelines, to maximise
shareholders’ wealth.
Strategic investments
Sino Media Group (SMG) Limited (“SMG”) (formerly known as Chinese Sports Program
Syndicating Company Limited)
During the first year with the Group, SMG embraced the rapidly evolving marketplace and
responded to the challenges through continuous and ongoing review and adaptation of business
objectives. SMG has gained an elevated momentum and emerged to be an active player in one of
the world’s most promising markets, China. Riding on the business opportunities arising from the
2008 Beijing Olympics and the euphoria of China’s World Cup soccer finals campaign, SMG has
successfully secured several significant management opportunities for the next few years,
including the commercial and marketing rights of the Chinese National Women’s Basketball Team;
the organization and promotional rights of the FIVB Volleyball World Grand Prix to be held in
China; and the Sino-Thai Freestyle Boxing Championship Challenge.
On sports programming, CSBN, the national broadcast sports TV program continued to maintain
good ratings on the China Education Television. Supported by the States Sport General
Administration of China and complemented by the strong media platform above, SMG is well
positioned in China’s sports industry.
With the explosive growth of sports marketing on the global stage, SMG is poised to reap the
benefits from China’s vast and relatively untapped Sport’s marketing industry. Over the past year,
SMG has been laying the foundation for these business opportunities; the objective of achieving
profitability is fully on track.
Prospects and strategic outlook
The Group will continue with its core operating business in mobile phone distribution. The Group
is cautious of the changes in the market and will continue with its prudent sales and marketing
approach to maximise shareholders’ wealth. Through sales mix, the Group is confident in both
sales growth and profitability in the coming years. The Ministry of Information Industry in China
expects mobile phone users to reach 300 million by year 2005 (September 2001, approximately
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GLOBAL TECH - Annual Results
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130 million). We foresee continued opportunities in mobile phone sales in the short to medium
term.
With the current batch of latest Samsung models having only been introduced during the second
half of this year, and with newer, trendier models to be introduced, the Group is confident in its
prospects in the coming few years in achieving sustainable turnover and gross profits. The Group
is expecting to maximise the returns on the newly introduced models next year, especially with the
SGH-A288 and SGH-N188 models, which will see a lot more profit and volume contributions.
In the near term, the Group will explore opportunities in distributing mobile phones under its own
brand name. With an impressive record of marketing mobile phones, the Group believes that it will
be successful in bringing its own range of mobile phones to the market. In addition, the Group is
exploring opportunities with several manufacturers for distributorships.
With the success of the Group’s Samsung Anycall brand shops in Hong Kong, the Group is
planning to open a similar shop in Taipei, Taiwan early next year.
With China’s accession to the World Trade Organization, the Group will take a cautious approach
to its retail expansion. China’s ever changing environment presents a lot of challenges for new
entrants. The Group will only step into ventures when the timing and opportunity arises that
ensures profitability.
RESULTS
The consolidated results of the Group for the year ended 30th September, 2001, together with the
comparative figures for the year 2000, are as follows:
Notes
Turnover
Cost of sales
Gross profit
Other revenues
Distribution costs
Year ended 30th September
2001
2000
HK$'000
HK$'000
4,372,581
4,066,726
(3,649,757)
(3,509,159)
722,824
557,567
37,211
53,748
(71,661)
(33,647)
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GLOBAL TECH - Annual Results
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Administrative expenses
(128,084)
(99,276)
Other operating expenses
(20,534)
(17,980)
Operating profit
539,756
460,412
Finance costs
(529)
(148)
Share of loss of a jointly controlled entity
(249)
(541)
538,978
459,723
(84,500)
(66,872)
454,478
392,851
20,830
1,786
Profit attributable to shareholders
475,308
394,637
Retained earnings brought forward
459,439
239,991
--
(160)
(189)
(3,497)
934,558
630,971
(173,492)
(171,532)
761,066
459,439
Profit before taxation
Taxation
1
Profit after taxation
Minority interests
Transfer to capital redemption reserve
Additional final dividend for the previous year
2(a)
Total available for appropriation
Dividends
2(b)
Retained earnings carried forward
Basic earnings per share
3
HK$0.103
HK$0.092
Fully diluted earnings per share
3
HK$0.098
HK$0.088
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GLOBAL TECH - Annual Results
(11th December, 2001)
Full details of financial information required to be disclosed under Appendix 16 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing
Rules”) are published on the website of The Stock Exchange of Hong Kong Limited.
1.
Taxation
Year ended 30th September
2001
2000
HK$'000
HK$'000
Hong Kong profits tax (note (i))
36,780
27,789
Overseas taxation (note (ii))
47,720
39,083
84,500
66,872
The taxation comprises:
(i)
Hong Kong profits tax has been provided at the rate of 16% (2000: 16%) on the estimated
assessable profits of group companies operating in Hong Kong for the year.
(ii)
The overseas tax provision is made in respect of Macau Complementary Income Tax by
overseas subsidiary companies. The applicable tax rate for the year is 15.75% (2000:
15.75%).
2.
Dividends
(a)
Additional final dividend for the previous year represented dividend payment for ordinary
shares issued, on the date after the final dividend for the previous year was declared, under
the exercise of warrants.
(b)
Dividends for the year ended 30th September, 2001 are as follows:
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GLOBAL TECH - Annual Results
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Interim,
paid
by
the
Company,
(2000: HK$0.016) per ordinary share
of
Final, proposed, by the Company,
(2000: HK$0.022) per ordinary share
of
2001
2000
HK$'000
HK$'000
78,446
70,904
95,046
100,628
173,492
171,532
HK$0.017
HK$0.020
The Board is recommending a final dividend of HK$0.020 per share which, combined with the
interim dividend of HK$0.017 per share, gives a total dividend of HK$0.037 per share declared by
the Company for the whole year. The proposed final dividend will be paid on 26th February, 2002,
following the approval at the annual general meeting, to shareholders whose names appear on the
Register of Members on 31st January, 2002.
3.
Earnings per share
The calculation of basic and diluted earnings per share is based on the Group's profit attributable to
shareholders of HK$475,308,000 (2000: HK$394,637,000).
The basic earnings per share is based on the weighted average of 4,610,861,287 (2000:
4,278,895,678) ordinary shares in issue during the year. The fully diluted earnings per share is
based on 4,867,609,203 (2000: 4,467,495,410) ordinary shares which is the weighted average
number of ordinary shares in issue during the year plus the weighted average of 256,747,916 (2000:
188,599,730) ordinary shares deemed to be issued at no consideration if all outstanding warrants
and options had been exercised.
Employee information
As at 30th September, 2001, the Group employed a workforce of 195 (2000: 104). Total staff costs
including both salaries and bonuses were approximately HK$94.6 million (2000: HK$68.5
million). Our employee remuneration packages are commensurated with their respective
responsibilities and competence and are comparable to other companies in similar industry. We
award employees who have made outstanding contributions to the Group’s success through bonus
schemes. We are also committed to training and development for our staff.
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GLOBAL TECH - Annual Results
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Share options
Under a share option scheme approved by the shareholders of the Company, the directors of the
Company may, at their discretion, invite employees, including Executive Directors of the
Company, to take up options to subscribe for ordinary shares in the Company subject to the terms
and conditions stipulated therein.
Details of share options granted by the Company pursuant to the share option scheme and the
options outstanding as at 30th September, 2001 are as follows:-
Date of grant
Exercise
price
HK$
Exercisable period
Balance
outstanding
as at 1st
October, 2000
Share options
granted
during
the year
Share
options
exercised
during
the year
Share
options
lapsed
during the
year
Balance
outstanding
as at 30th
September,
2001
Executive
Directors
23rd April,
1999
0.151
22nd May, 1999 to
21st May, 2009
17,000,000
--
17,000,000
--
--
26th April,
1999
0.150
25th May, 1999 to
24th May, 2009
200,000,000
--
100,000,000
--
100,000,000
26th April,
1999
0.150
25th May, 1999 to
24th May, 2009
80,000,000
--
80,000,000
--
--
15th
November,
2000
0.715
15th November,
2000 to 14th
November, 2010
--
5,600,000
1,000,000
1,300,000#
3,300,000
Employees
#
These share options lapsed during the year ended 30th September, 2001 upon the
resignation of certain employees.
Share capital structure
By an ordinary resolution passed at an extraordinary general meeting of the Company during the
year:
(a)
every ordinary share of HK$0.10 in the issued and unissued share capital of the
Company was subdivided into ten ordinary shares of HK$0.01 each. The Group’s
earnings per share, dividend per share, and share option scheme information such
as the exercise price and the number of options and warrants above have been
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GLOBAL TECH - Annual Results
(11th December, 2001)
adjusted for the effect of the subdivision.
(b)
527,951,988 bonus warrants, in units of HK$0.68 subscription rights, were created
and issued to shareholders of the Company, to subscribe at any time from the date
of issue on 27th August, 2001 to 26th August, 2004 (both dates inclusive) for shares
of the Company at an initial subscription price of HK$0.68 per share (subject to
adjustments). Full exercise of the subscription rights attaching to the bonus
warrants at the initial subscription price of HK$0.68 per share would result in the
receipt by the Company of approximately HK$359 million. It is the present
intention of the Board to use the proceeds from any exercise of the subscription
rights attached to the bonus warrants as general working capital.
CONTINGENT LIABILITIES
As at 30th September, 2001, the Group had the following contingent liabilities:
(a)
The Company and a certain subsidiaries of the Group provided guarantees in favour
of certain banks to secure banking facilities granted to certain subsidiaries of the
Group; and
(b)
Included in the terms of the sale and purchase agreement in relation to the
acquisition of Calaview Assets Management Limited and SMG (the “Acquired
Companies”) in the previous year, the Group is liable to pay the vendor HK$35
million, contingent on the successful listing on any recognized stock exchange of
any of the Acquired Companies. As at 30th September, 2001, there were no plans
by the management to list any of the Acquired Companies and as such, no provision
has been made in the accounts in respect of this obligation.
Charges on Group assets
As at 30th September, 2001, the Group had the following charges on its assets to secure banking
facilities for certain subsidiaries of the Group:
(a)
first legal charge over the Group’s leasehold land and buildings in Hong Kong with
a carrying value of approximately HK$7.5 million (2000: HK$7.7 million);
(b)
charges on time deposits of the Group amounting to approximately HK$318
million (2000: HK$753 million); and
(c)
charge on debt security held by the Group amounting to approximately HK$51
million (2000: Nil).
CLOSURE OF REGISTER OF MEMBERS
The Register of Members of the Company will be closed from Wednesday, 23rd January, 2002 to
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GLOBAL TECH - Annual Results
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Thursday, 31st January, 2002, both dates inclusive, during which period no transfer of shares will
be registered. In order to qualify for the final dividend, all transfers accompanied by the relevant
share certificates must be lodged with the Company's share registrars in Hong Kong, Abacus Share
Registrars Limited, at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong or
Singapore transfer agent, Lim Associates (Pte) Ltd at 10 Collyer Quay, #19-08 Ocean Building,
Singapore 049315 for registration not later than 5:00 p.m. on Tuesday, 22nd January, 2002.
PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES
Neither the Company nor any of its subsidiaries purchased, redeemed or sold any of the
Company's listed securities during the year.
AUDIT COMMITTEE
The Audit Committee, comprising of two Independent Non-executive Directors, namely Mr. IP
Man Tin, David and Mr. TAI Ah Lam, Michael, and one Executive Director, Mr. SY Ethan,
Timothy, was established on 27th June, 2000.
The written terms of reference which describe the authority and duties of the Audit Committee
were prepared and adopted with reference to “A Guide for the Formation of An Audit Committee”
published by the Hong Kong Society of Accountants. The principal activities of the Audit
Committee include the review and supervision of the Group’s financial reporting process and
internal controls.
The Audit Committee met twice in 2001 in conjunction with the auditors of the Group to review
the internal controls, interim results and final financial statements of the Group prior to
recommending them to the Board for approval.
PRE-EMPTIVE RIGHTS
There are no provisions for pre-emptive rights under the Company’s articles of association
although there are no restrictions against such rights under the laws in the Cayman Islands.
COMPLIANCE WITH THE CODE OF BEST PRACTICE
In the opinion of the directors, the Company has complied with the Code of Best Practice as set out
in Appendix 14 of the Listing Rules throughout the year, except that Independent Non-executive
Directors are not appointed for the specific terms, but are subject to retirement by rotation and
re-election at the annual general meeting of the Company in accordance with the provisions of the
articles of association of the Company. In the opinion of the directors, this meets the same
objective as the Code of Best Practice.
By Order of the Board
SZE Tsang Fai, Johnny
Chairman
Hong Kong, 11th December, 2001
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GLOBAL TECH - Annual Results
(11th December, 2001)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of Global Tech
(Holdings) Limited (the “Company”) will be held at Monaco Room, Regal Hongkong Hotel, 88
Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 31st January, 2002 at 3:00 p.m. for the
following purposes:
1.
To receive and adopt the audited financial statements of the Company and the reports of the
board of directors of the Company (the “Board”) and PricewaterhouseCoopers, the
auditors of the Company, for the year ended 30th September, 2001;
2.
To re-elect directors of the Company (the “Directors”) and authorize the Board to fix the
Directors' remuneration;
3.
To re-appoint PricewaterhouseCoopers as the auditors of the Company and to authorize the
Board to fix their remuneration;
4.
To declare a final dividend for the year ended 30th September, 2001; and
5.
As special business, to consider and, if thought fit, to pass the following resolutions as
ordinary resolutions:
A.
“THAT
(a)
subject to the availability of unissued share capital a general mandate be and
it is hereby unconditionally given to the Directors to exercise during the
Relevant Period (as hereinafter defined) all the powers of the Company to
allot, issue and dispose of additional shares of the Company and to make or
grant offers, agreements or options including warrants which would or
might require the exercise of such powers either during or after the Relevant
Period, in addition to any shares which may be issued on a rights issue or
under any option scheme or similar arrangement for the time being adopted
for the grant or issue to the Directors and/or employees of the Company
and/or any of its subsidiaries of shares or rights to acquire shares of the
Company or upon the exercise of the subscription rights under any warrants
issued by the Company or as scrip dividends pursuant to the articles of
association of the Company, from time to time not exceeding 20 per cent. of
the aggregate nominal value of the share capital of the Company in issue as
at the date of this resolution; and
(b)
for the purposes of this resolution, “Relevant Period” means the period from
the passing of this resolution until whichever is the earlier of:
(i)
the conclusion of the next annual general meeting of the Company;
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GLOBAL TECH - Annual Results
(11th December, 2001)
B.
(ii)
the expiration of the period within which the next annual general
meeting of the Company is required by law or the articles of
association of the Company to be held; and
(iii)
the date on which the authority set out in this resolution is revoked or
varied by an ordinary resolution of the shareholders of the Company
in general meeting.”
“THAT there be granted to the Directors an unconditional general mandate to
repurchase shares of the Company (“Shares”) and warrants issued by the Company
(“Warrants”) on The Stock Exchange of Hong Kong Limited (the “Stock
Exchange”) or on any other exchange on which the Shares and/or Warrants have
been or may be listed and recognized for this purpose by the Securities and Futures
Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on
Share Repurchases (“Recognized Stock Exchange”), and that the exercise by the
Directors of all powers of the Company to repurchase Shares and Warrants subject
to and in accordance with all applicable laws and in accordance with the
requirements of the Rules Governing the Listing of Securities on the Stock
Exchange as amended from time to time or that of any other Recognized Stock
Exchange, be and it is hereby generally and unconditionally approved, subject to
the following conditions:
(a)
such mandate shall not extend beyond the Relevant Period;
(b)
such mandate shall authorize the Directors to procure the Company to
repurchase Shares and Warrants at such price as the Directors may at their
discretion determine;
(c)
the Shares to be repurchased by the Company pursuant to this resolution
during the Relevant Period shall be no more than 10 per cent. of the
aggregate nominal value of the share capital of the Company in issue as at
the date of this resolution and the aggregate number of Warrants which may
be repurchased pursuant to this resolution during the Relevant Period shall
not exceed 10 per cent. of the amount of outstanding Warrants as at the date
of this resolution; and
(d)
for the purpose of this resolution, “Relevant Period” means the period from
the passing of this resolution until whichever is the earlier of:
(i)
the conclusion of the next annual general meeting of the Company;
(ii)
the expiration of the period within which the next annual general
meeting of the Company is required by law or the articles of
association of the Company to be held; and
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GLOBAL TECH - Annual Results
(11th December, 2001)
(iii)
C.
the date on which the authority set out in this resolution is revoked or
varied by an ordinary resolution of the shareholders of the Company
in general meeting.”
“THAT subject to the availability of unissued share capital and conditional upon
the passing of resolution nos. 5A and 5B as set out in the notice convening this
Meeting, the aggregate nominal value of the share capital of the Company which
are repurchased by the Company pursuant to and in accordance with resolution no.
5B shall be added to the aggregate nominal value of the share capital of the
Company that may be allotted or agreed conditionally or unconditionally to be
allotted by the Directors pursuant to and in accordance with resolution no. 5A.”
By Order of the Board
YAN Ha Hung, Loucia
Company Secretary
Hong Kong, 11th December, 2001
Notes:
(1)
A member entitled to attend and vote at the Meeting is entitled to appoint one or more
proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member
of the Company.
(2)
To be valid, a form of proxy, together with the power of attorney or other authority (if any)
under which it is signed or a notarially certified copy of that power of attorney or authority
must be deposited with the Company's head office and principal place of business in Hong
Kong at 39th Floor, Shell Tower, Times Square, 1 Matheson Street, Causeway Bay, Hong
Kong not less than 48 hours before the time appointed for holding this Meeting or any
adjourned meeting (as the case may be).
(3)
The register of members will be closed from Wednesday, 23rd January, 2002 to Thursday,
31st January, 2002 (both dates inclusive) during which period no transfer of Shares can be
registered. All transfers of Shares accompanied by the relevant share certificates must be
lodged with the Company's Hong Kong share registrar, Abacus Share Registrars Limited at
5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong or Singapore
transfer agent, Lim Associates (Pte) Ltd at 10 Collyer Quay, #19-08 Ocean Building,
Singapore 049315 for registration no later than 5:00 p.m. on Tuesday, 22nd January, 2002.
(4)
Regarding resolution no. 5A, the Directors wish to state that they have no immediate plans
to issue any new Shares by the exercise of such power, other than Shares which may fall to
be issued upon the exercise of the Warrants or upon the exercise of any outstanding options
granted under the Company’s employee share option scheme.
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GLOBAL TECH - Annual Results
(11th December, 2001)
(5)
An explanatory statement containing further details as regarding resolution nos. 5A to 5C
will be despatched to the shareholders of the Company shortly together with the annual
report.
Please also refer to the published version of this announcement in the South China Morning Post.
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GLOBAL TECH - Annual Results
(11th December, 2001)