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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Pokphand(HK)Reg | LSE:PKPH | London | Ordinary Share | BMG715071004 | US$0.05(HONG KONG REGD) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:1850L Pokphand (C.P.) Co Ltd 16 May 2003 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 securities in C.P. Pokphand Co. Ltd., you should at once hand this circular, together with the enclosed form of proxy, 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. C.P. POKPHAND CO. LTD. (Incorporated in Bermuda with limited liability) PROPOSED RENEWAL OF THE SCHEME MANDATE UNDER THE SHARE OPTION SCHEME AND AMENDMENTS TO THE BYE-LAWS A letter from the Board of C.P. Pokphand Co. Ltd. is set out on pages 4 to 8 of this circular. A notice convening the Special General Meeting of C.P. Pokphand Co. Ltd. to be held at 21st Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong on 10th June, 2003 at 9:45 a.m. (or as soon as thereafter as the annual general meeting of C.P. Pokphand Co. Ltd. convened for the same day and at the same place shall have concluded or been adjourned), is set out on pages 9 and 10 of this circular. Whether or not you are able to attend the said meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the Special General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the said meeting or any adjourned meeting should you so wish. 16th May, 2003 CONTENTS Page Definitions 1 Letter from the Board Introduction 4 Renewal of the Scheme Mandate 4 Amendments to the Bye-laws 7 Special General Meeting 7 Responsibility statement 8 Recommendation 8 Amendment to the proxy form for use by Shareholders at the Annual General Meeting 8 Documents available for inspection 8 Notice of Special General Meeting 9 DEFINITIONS In this circular, the following expressions have the following meanings unless the context otherwise requires: "Annual General Meeting" the annual general meeting of the Company to be held on Tuesday, 10th June, 2003; "Board" the board of Directors or a duly authorized committee of the board of Directors; "business day" a day upon which the Stock Exchange is open for securities trading; "Bye-laws" the bye-laws of the Company; "Company" C.P. Pokphand Co. Ltd., a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange and The London Stock Exchange Limited; "Controlling Shareholder" any person who has the power, directly or indirectly, to secure: (i) by means of the holding of shares entitling him to exercise or control the exercise of 30% (or such lower amount as may from time to time be specified in the Code on Takeovers and Mergers (approved by the Securities and Futures Commission as amended from time to time) as being the level for triggering a mandatory general offer) or more of the voting power at general meetings of the Company; or (ii) by means of controlling the composition of a majority of the Board; or (iii) by virtue of any powers conferred by the constitutional document of the Company or any other corporation, that the affairs of the Company are conducted in accordance with the wishes of such person; "Directors" the directors of the Company; "Eligible Person" means: (i) (a) any director (whether executive or non-executive, including any independent non-executive director), employee (whether full time or part time) of, or (b) any individual for the time being seconded to work for, any member of the Group or any Controlling Shareholder or any company controlled by a Controlling Shareholder (who, in the Board's opinion, has contribution or potential contribution to the Group); or (ii) any holder of any securities issued by any member of the Group or any Controlling Shareholder or any company controlled by a Controlling Shareholder (who, in the Board's opinion, has contribution or potential contribution to the Group); or (iii) (a) any business or joint venture partner, contractor, agent or representative of, (b) any person or entity that provides research, development or other technological support or any advisory, consultancy, professional or other services incident to the business of the Company and/or its subsidiaries to, (c) any investor, vendor, supplier, producer, developer, agent, licensor or service provider of, (d) any customer, licensee (including any sub-licensee), wholesaler, retailer, trader or distributor of goods or services of, any member of the Group or any Controlling Shareholder or any company controlled by a Controlling Shareholder (who, in the Board's opinion, has contribution or potential contribution to the Group); and, for the purposes of the Share Option Scheme, shall include any company controlled by one or more persons belonging to any of the above classes of participants; "Group" the Company and any entity in which the Company, directly or indirectly, holds any equity interest; "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China; "Latest Practicable Date" 14th May, 2003, being the latest practicable date for ascertaining certain information for inclusion in this circular; "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange; "Scheme Mandate" the limit imposed under Rule 4(A) of the rules of the Share Option Scheme on the maximum number of Shares issuable upon the exercise of all options which may be granted under the Share Option Scheme and any other share option scheme of the Company, being 10% of the Shares in issue on the adoption date of the Share Option Scheme; "Scheme Period" the period commencing on the date on which the Share Option Scheme was adopted by Shareholders (i.e. 26th November, 2002) and expiring at the close of business on the day immediately preceding the tenth anniversary thereof; "SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); "Share Option Scheme" the share option scheme of the Company adopted pursuant to an ordinary resolution of the Company passed on 26th November, 2002; "Shareholders" holders of Shares; "Share(s)" ordinary shares of US$0.05 each in the issued share capital of the Company; "Special General Meeting" the special general meeting of the Company to be held on 10th June, 2003 at 9:45 a.m. (or as soon as thereafter as the annual general meeting of the Company convened for the same day and at the same place shall have concluded or been adjourned), notice of which is set out on pages 9 and 10 of this circular; "Stock Exchange" The Stock Exchange of Hong Kong Limited; and "US$" United States dollars, the lawful currency of the United States of America. LETTER FROM THE BOARD C.P. POKPHAND CO. LTD. (Incorporated in Bermuda with limited liability) Directors: Registered office: Mr. Jaran Chiaravanont Cedar House Mr. Montri Jiaravanont 41 Cedar Avenue Mr. Dhanin Chearavanont Hamilton HM12 Mr. Sumet Jiaravanon Bermuda Mr. Prasert Poongkumarn Mr. Min Tieanworn Principal office in Hong Kong: Mr. Thirayut Phitya-Isarakul 21st Floor Mr. Thanakorn Seriburi Far East Finance Centre Mr. Veeravat Kanchanadul 16 Harcourt Road Mr. Budiman Elkana* Hong Kong Mr. Cheung Koon Yuet, Peter* * Independent non-executive Directors 16th May, 2003 To Shareholders Dear Sirs, PROPOSED RENEWAL OF THE SCHEME MANDATE UNDER THE SHARE OPTION SCHEME AND AMENDMENTS TO THE BYE-LAWS INTRODUCTION The purpose of this circular is to provide you with information on, and to give you notice of the Special General Meeting at which resolutions will be proposed for the approval of (i) the renewal of the Scheme Mandate under the Share Option Scheme; and (ii) certain amendments to the Bye-laws. RENEWAL OF THE SCHEME MANDATE The Company adopted the Share Option Scheme on 26th November, 2002. The purpose of the Share Option Scheme is to enable the Board to grant options to Eligible Persons as incentives or rewards for their contribution or potential contribution to the Group. Under the rules of the Share Option Scheme: (1) Subject to sub-paragraph (2) and (3) below, the maximum number of Shares issued and issuable upon exercise of all options granted and to be granted under the Share Option Scheme and any other share option schemes of the Company as from the commencement of the Scheme Period (excluding, for this purpose, options which have lapsed in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) must not in aggregate exceed the Scheme Mandate. The Shares underlying any options granted under the Share Option Scheme or any other share option schemes of the Company which have been cancelled (but not options which have lapsed) are counted for the purpose of the Scheme Mandate. (2) The Scheme Mandate may be refreshed at any time by obtaining approval of the Shareholders in general meeting provided that the new limit under the refreshed Scheme Mandate must not exceed 10% of the Shares in issue at the date of the Shareholders' approval of such refreshed Scheme Mandate. Options previously granted under the Share Option Scheme or any other share option schemes of the Company (including those exercised, outstanding, cancelled or lapsed in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) will not be counted for the purpose of calculating the total number of Shares subject to the refreshed Scheme Mandate. (3) The aggregate number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time. Based on the total number of Shares in issue as at 26th November, 2002, being the adoption date of the Share Option Scheme, the maximum number of Shares which may be issued upon exercise of all options granted and to be granted under the Share Option Scheme and any other share option schemes of the Company is 215,848,078 Shares. As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total 215,848,078 Shares, representing 10% of the Shares in issue as at the same date, have been fully granted under the Share Option Scheme, and none of these options has been exercised. Of all the options granted under the Share Option Scheme, 133,524,035 of them have been granted to connected persons of the Company, particulars of which are as follows: Name No. of Shares Percentage Percentage of Percentage of issuable under the represented by no. of shareholding as at shareholding option granted Shares issuable under the Latest assuming the option granted Practicable Date exercise of out of total no. of option Shares in issue on date of grant (Note 1) (Note 2) Dhanin Chearavanont 12,800,000 0.59% 49.42% 49.72% Sumet Jiaravanon 12,800,000 0.59% 49.42% 49.72% Prasert Poongkumarn 21,584,807 1% - 1% Min Tieanworn 21,584,807 1% - 1% Thirayut Phitya-Isarakul 21,584,807 1% - 1% Thanakorn Seriburi 21,584,807 1% - 1% Veeravat Kanchanadul 21,584,807 1% - 1% Notes: 1. Based on shareholding interests (including deemed interests) as recorded in the register of interests in shares in or debentures of, or short position in shares in the relevant share capital of the Company or any associated corporation (within the meaning of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Section 347 of the SFO. 2. Based on the connected person's shareholding interests as at the Latest Practicable Date referred to as Note 1 above and assuming no issue of any new Shares by the Company except arising from the exercise of the connected person's option. All requirements relating to granting options to connected persons under Rule 17.04 of the Listing Rules were duly complied with. Save as mentioned above, none of the options under the Share Option Scheme has been granted to any connected person of the Company. Unless the Scheme Mandate is refreshed, no options may be granted under the Scheme Mandate. The Directors believe that their ability to grant new options to Eligible Persons as incentives or rewards for their contribution or potential contribution to the Group is therefore restricted. It is therefore proposed that, subject to the approval of the Shareholders at the Special General Meeting and fulfilment of other applicable requirements under the Listing Rules, the limit on the number of new options which may be granted by the Directors under the Share Option Scheme be refreshed to 10% of the Shares in issue at the date of the approval of the Shareholders at the Special General Meeting; options previously granted under the Share Option Scheme or any other share option schemes of the Company (including those exercised, outstanding, cancelled or lapsed in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) will not be counted for the purpose of the calculation of the limit as refreshed. If the Scheme Mandate is refreshed, on the basis of 2,158,480,786 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued prior to the date of Shareholders' approval of the refreshed Scheme Mandate, the maximum number of options that can be granted by the Company under the refreshed Scheme Mandate will be options under which 215,848,078 Shares will be issuable. The renewal of the Scheme Mandate is conditional upon: (a) the Shareholders passing an ordinary resolution to approve the refreshed Scheme Mandate at the Special General Meeting; and (b) the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options granted under the refreshed Scheme Mandate. Application has been made to the Stock Exchange for the listing of and permission to deal in any Shares, representing 10% of the Shares in issue at the Special General Meeting, which may fall to be issued upon the exercise of any options that may be granted under the refreshed Scheme Mandate. AMENDMENTS TO THE BYE-LAWS The SFO was enacted on 13th March, 2002 and has come into force on 1st April, 2003, replacing most of Hong Kong's current laws governing financial markets. To align the Bye-laws with the SFO, the Board proposes that certain provisions in the Bye-laws, as more particularly described in the notice of Special General Meeting, be amended to make references corresponding to the provisions in the SFO. Under the current Bye-laws, the Directors are required to retire by rotation at every annual general meeting of the Company but are eligible for re-election of the same meeting. To simplify the procedural formalities at the Company's annual general meeting, it is proposed that the Bye-laws be amended to dispense with the provisions for the rotation and retirement of Directors at annual general meeting. SPECIAL GENERAL MEETING A notice convening the Special General Meeting is set out on pages 9 and 10 of this circular. The Special General Meeting is being convened for the purpose of considering and, if thought fit, passing an ordinary resolution to approve the renewal of the Scheme Mandate under the Share Option Scheme and passing a special resolution to effect certain amendments to the Bye-laws. A form of proxy for use at the Special General Meeting is enclosed. Whether or not you are able to attend the Special General Meeting, you are requested to complete and return the form of proxy to the Company's Registrar in Hong Kong at Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen's Road East, 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 and return of the form of proxy will not preclude you from attending the Special General Meeting and voting in person should you so wish. 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 for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other material facts not contained in this circular, the omission of which would make any statement in this circular misleading. RECOMMENDATION The Board believes that the renewal of the Scheme Mandate of the Share Option Scheme is in the best interests of the Company and Shareholders as a whole. The Board also supports the amendments to the Bye-laws. Accordingly, the Board recommends you to vote in favour of each of the relevant resolutions to be proposed at the Special General Meeting. AMENDMENT TO THE PROXY FORM FOR USE BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING Reference is made to the annual report 2002 of the Company sent to you in April which includes a proxy form for use by Shareholders at the Annual General Meeting. Since Mr. Jaran Chiaravanont and Mr. Montri Jiaravanont have been appointed as Directors and Honorary Chairmen of the Company with effect from 28th April, 2003 and, in accordance with the Bye-laws, they are required to retire at the Annual General Meeting, the Board has decided to amend the aforesaid proxy form by including references to resolutions for their re-election. A new proxy form for use by Shareholders at the Annual General Meeting is enclosed with this circular and replaces the proxy form previously enclosed with the annual report 2002 of the Company, which will become invalid. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the Share Option Scheme and the Bye-laws are available for inspection at the principal place of business of the Company in Hong Kong at 21st Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong during normal business hours on any business day up to and including 10th June, 2003 and at the Special General Meeting. Yours faithfully, By Order of the Board Dhanin Chearavanont Chairman and Chief Executive Officer NOTICE OF SPECIAL GENERAL MEETING C.P. POKPHAND CO. LTD. (Incorporated in Bermuda with limited liability) NOTICE IS HEREBY GIVEN that a special general meeting of C.P. Pokphand Co. Ltd. (the "Company") will be held at 21st Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong on 10th June, 2003 at 9:45 a.m. (or as soon as thereafter as the annual general meeting of the Company convened for the same day and at the same place shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions of the Company: ORDINARY RESOLUTION 1. "THAT, subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the listing of and permission to deal in the Shares issuable upon exercise of the options to be granted pursuant to the authority hereby given, the board of directors of the Company be and hereby authorized to grant options under the share option scheme of the Company adopted on 26th November, 2002 pursuant to which Shares representing up to 10 per cent. of the number of Shares in issue as at the date of the passing of this resolution may be issued upon the exercise of such options (the "Refreshed Scheme Mandate") and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Refreshed Scheme Mandate." SPECIAL RESOLUTION 2. "THAT the bye-laws of the Company (the "Bye-laws") be amended as follows: (A) By deleting the existing definition of "Clearing House" in Bye-law 1 and substituting therefor the following new definition: "Clearing House" shall mean a recognised clearing house within the meaning of Schedule 1 to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or, if the shares of the Company for the time being listed or quoted on a stock exchange, a clearing house or authorised share depository recognised by the laws of the jurisdiction in which such stock exchange is located;" (B) By deleting the existing Bye-law 32 and substituting therefor the following new Bye-law 32: "32. Subject to these Bye-laws and the Companies Act, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the stock exchange in the Relevant Territory or in any other form accepted by the Board and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time." (C) By deleting the existing Bye-law 71 and substituting therefor the following new Bye-law 71: "71. Any Member entitled to attend and vote at a meeting of the Company or a meeting of the Members of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at any meeting of the Company or at any meeting of the Members of any class of shares in the Company. A proxy need not be a Member." (D) By deleting "but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting" from the existing Bye-law 77. (E) By deleting "other than a Director retiring at the meeting" from the existing Bye-law 79. (F) By replacing "Without prejudice to the provisions for retirement by rotation hereinafter contained, the" in Bye-law 81 by "The". (G) By replacing the existing heading "Rotation of Directors" immediately before Bye-law 82 by "Directors". (H) By deleting the existing Bye-law 82 and substituting therefor the following new Bye-law 82: "82. Each Director shall hold office for the term, if any, fixed by any agreement approved by the Board or until his earlier death, resignation or removal." (I) By deleting the existing Bye-laws 83, 84 and 85 in their entirety." On behalf of the Board Choi Yi Mei Company Secretary Hong Kong, 16th May, 2003 Notes: 1. A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice. 2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorized to sign the same. 3. Any shareholder entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company. 4. In order to be valid, the 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 such power of attorney or authority, must be deposited at the Company's Registrar in Hong Kong at Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. 5. Completion and deposit of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked. 6. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding. This information is provided by RNS The company news service from the London Stock Exchange END CIRSFISWMSDSEII
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