01e_0803103important.pm6

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 licensed securities dealer, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your shares in Nam Fong International Holdings Limited (the
“Company”), 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 the 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 liabilitywhatsoever for any loss howsoever arising from or in reliance upon the whole or any part of thecontents of this circular.
NAM FONG INTERNATIONAL HOLDINGS LIMITED
ڲ ʿ ਝ ჌ ઁ ٖ τ ࠉ ʔ ̇ *
(incorporated in Bermuda with limited liability) (Stock code: 1176)
PROPOSED GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at 11:00 a.m., on Friday,20 June 2008, at Boardroom II, M/F., Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai,Hong Kong is contained in this circular. Whether or not you are able to attend the meeting, you arerequested to complete and return the accompanying form of proxy in accordance with the instructionsprinted thereon and return it to the Company’s Hong Kong branch share registrar, Tricor AbacusLimited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon aspossible and in any event not less than 48 hours before the time appointed for holding the meeting orany adjournment thereof (as the case may be). Completion and return of the form of proxy will notpreclude you from attending and voting in person at the meeting or any adjournment thereof (as thecase may be) should you so wish.
* For identification purposes only CONTENTS
Definitions .
Letter from the Board
General mandate to issue new Shares .
General mandate to repurchase Shares .
Notice of Annual General Meeting .
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context requiresotherwise: the annual general meeting of the Company to be held at 11:00 a.m.,on Friday, 20 June 2008, at Boardroom II, M/F., Renaissance HarbourView Hotel, 1 Harbour Road, Wanchai, Hong Kong Nam Fong International Holdings Limited ڲʿਝ჌ઁٖτࠉʔ ̇*€, a company incorporated in the Bermuda with limited liabilities,the Shares of which are listed on the Stock Exchange the directors, including independent non-executive directors, of theCompany from time to time the Hong Kong Special Administrative Region of the People’s Republicof China the general mandate to be granted to the Directors to exercise thepower of the Company to allot, issue and deal with Shares of up to20% of the aggregate nominal amount of the issued share capital ofthe Company as at the date of passing of the relevant resolutiongranting such mandate 16 May 2008, being the latest practicable date prior to the printing ofthis circular for ascertaining certain information contained herein The Rules Governing the Listing of Securities on the Stock Exchange the Company’s Hong Kong branch share registrar, Tricor AbacusLimited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East,Wanchai, Hong Kong the general mandate to be granted to the Directors to exercise thepower of the Company to repurchase Shares up to a maximum of 10%of the aggregate nominal amount of the share capital of the Companyin issue as set out in the resolution numbered 4(ii) in the noticeconvening the Annual General Meeting * For identification purposes only DEFINITIONS
The Securities and Futures Ordinance (Chapter 571 of the Laws ofHong Kong) ordinary shares of HK$0.10 each in the issued share capital of theCompany LETTER FROM THE BOARD
NAM FONG INTERNATIONAL HOLDINGS LIMITED
ڲ ʿ ਝ ჌ ઁ ٖ τ ࠉ ʔ ̇ *
(incorporated in Bermuda with limited liability) (Stock code: 1176)
Independent Non-Executive Directors PROPOSED GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide the Shareholders with information regarding the resolutionsto be proposed at the Annual General Meeting, among other things, to grant the Directors the IssueMandate and the Repurchase Mandate; to add to the Issue Mandate the number of Shares repurchasedby the Company pursuant to the Repurchase Mandate; and to re-elect the Directors in accordancewith the Bye-laws. These resolutions will be proposed at the forthcoming Annual General Meetingand are set out in the notice convening the Annual General Meeting contained in this circular.
* For identification purposes only LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE NEW SHARES
The existing general mandate to issue new Shares was granted to Directors to allot and issue272,000,000 new Shares in the annual general meeting of the Company held on 26 June 2007. NoShares has been issued under the existing general mandate to issue new Shares since the last annualgeneral meeting. Such mandate will lapse at the conclusion of the Annual General Meeting.
An ordinary resolution will be proposed at the Annual General Meeting to grant to the Directors ageneral mandate to issue new Shares not exceeding 20% of the aggregate nominal value of issuedshare capital of the Company as at the date of passing such resolution. In addition, it is furtherproposed, by way of a separate resolution, that the Issue Mandate be extended so that the Directors begiven a general mandate to issue further Shares of an aggregate nominal value equal to the aggregatenominal value of the share capital of the Company repurchased under the Repurchase Mandate. Theobtaining of such mandate is to ensure flexibility and discretion to the Directors to allot and issuenew Shares in accordance with the Listing Rules. As at the Latest Practicable Date, the number ofShares in issue were 1,632,000,000. Subject to the passing of the relevant resolution, the maximumnumber of new Shares to be issued under the General Mandate will be 326,400,000 (assuming thatthere will be no change in the number of Shares in issue between the Latest Practicable Date and thedate of Annual General Meeting).
The Issue Mandate if granted will continue in force until (a) the conclusion of the next annual generalmeeting of the Company after the Annual General Meeting; or (b) it is revoked or varied by anordinary resolution passed in a general meeting of the Company.
GENERAL MANDATE TO REPURCHASE SHARES
The existing repurchase general mandate was granted to the Directors to repurchase 136,000,000Shares at the annual general meeting of the Company held on 26 June 2007. No Shares under theexisting repurchase mandate has been repurchased since the last annual general meeting. Such mandatewill lapse at the conclusion of the Annual General Meeting.
At the Annual General Meeting, it will also be proposed, by way of an ordinary resolution, to grant tothe Directors a general mandate to repurchase up to 10% of the Shares in issue as at the date ofpassing the relevant resolution. The Repurchase Mandate if granted will continue in force until (a)the conclusion of the next annual general meeting of the Company after the Annual General Meeting;or (b) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.
An explanatory statement containing information relating to the Repurchase Mandate as requiredpursuant to the Listing Rules is set out below.
EXPLANATORY STATEMENT
This explanatory statement relates to the resolution proposed to be passed at the Annual GeneralMeeting authorizing the grant of the Repurchase Mandate. It contains all the information requiredunder Rule 10.06 of the Listing Rules to be given to the Shareholders to enable them to make aninformed decision on whether to vote for or against such ordinary resolution.
LETTER FROM THE BOARD
Share Capital
As at the Latest Practicable Date, the issued share capital of the Company is 1,632,000,000Shares. Subject to the passing of the relevant ordinary resolution and on the basis that nofurther shares are issued or repurchased prior to the Annual General Meeting or any adjournmentthereof, the Company will be allowed under the Repurchase Mandate to repurchase a maximumof 163,200,000 Shares.
Reason for Repurchase
The Directors believe that it is in the best interests of the Company and the Shareholders tohave a general authority from the Shareholders to enable the Directors to repurchase Shares onthe Stock Exchange. Such repurchase may, depending on market conditions and fundingarrangements at the time, lead to an enhancement of the net asset value per Share of the Companyand/or its earnings per Share and will only be made when to the extent that the Directorsbelieve that such repurchases will benefit the Company and the Shareholders.
Funding of Repurchase
In repurchasing Shares, the Company may only apply funds legally available for such purposein accordance with its memorandum of association of the Company and Bye-laws and the lawsof Bermuda.
There might be a material adverse impact on the working capital or gearing position of theCompany, as compared with the position disclosed in the latest audited accounts of the Companyfor the year ended 31 December 2007, in the event that the proposed Repurchase Mandate wasto be exercised in full at any time during the proposed repurchase period. However, the Directorsdo not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances,have a material adverse effect on the working capital requirements or the gearing levels of theCompany which in the opinion of the Directors are from time to time appropriate for theCompany.
Undertaking
The Directors have undertaken to the Stock Exchange that they will only exercise the RepurchaseMandate in accordance with the Listing Rules, the memorandum of association of the Company,Bye-laws and the applicable laws of Bermuda.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries,any of their associates, has any present intention to sell any Shares to the Company under theRepurchase Mandate if the Repurchase Mandate is approved by the Shareholders at the AnnualGeneral Meeting or any adjournment thereof.
No connected person (as defined in the Listing Rules) has notified the Company that he or shehas a present intention to sell the Shares to the Company, or has undertaken not to do so, if theRepurchase Mandate is approved by the Shareholders at the Annual General Meeting or anyadjournment thereof.
LETTER FROM THE BOARD
Takeovers Code
If as a result of the exercise of the power to repurchase Shares pursuant to the RepurchaseMandate, a shareholder’s proportionate interest in the voting rights of the Company increases,such increase will be treated as an acquisition for the purposes of the Takeovers Code.
Accordingly, a shareholder or a group of shareholders acting in concert, depending on the levelof increase of the shareholder’s interest, could obtain or consolidate control of the Companyand become obliged to make a mandatory offer in accordance with Rule 26 of the TakeoversCode.
The following table sets out the shareholding of the Shareholders having an interest in 5% ormore of the issued share capital as recorded in the register required to be kept by the Companyunder Section 336 of the Securities and Futures Ordinance (“SFO”) as at the Latest PracticableDate and upon the Directors exercise in full the power to repurchase Shares pursuant to theRepurchase Mandate, on the basis that the issued share capital of the Company remainsunchanged up to the date of the Annual General Meeting.
Percentage of shareholding
Number of
Name of shareholders
Shares held
repurchase
repurchase
GCH had pledged a total of 264,162,000 Shares to secure banking facilities for the group companies ofGCH.
Mr. Hung Ka Faat beneficially owns and controls SEL. All of the Shares have been pledged by SEL toAccess Achievement Limited, a wholly-owned subsidiary of Hong Long Holdings Limited, both of themare deemed to have interest in the capacity of person having security interest in the 405,280,000 Shares byvirtue of the SFO.
LETTER FROM THE BOARD
For the purpose of this section, the shareholding percentage in the Company is calculated on the basis of1,632,000,000 Shares in issue as at the Latest Practicable Date.
As set out above, if the Repurchase Mandate is exercised in full, then, as a result solely of suchrepurchase, the total interests of the above substantial Shareholders in the Share would beincreased to approximately the respective percentages shown in the last column above and theDirectors believe that such increase will not give rise to an obligation to make a mandatoryoffer under Rule 26 of the Takeovers Code.
The Company will be cautious in exercising the Repurchase Mandate and has no intention toexercise the Repurchase Mandate at present. The Directors do not propose or intend to exercisethe Repurchase Mandate to such extent which will trigger off the mandatory offer requirementpursuant to the rules of the Takeovers Code or which will result in the number of Shares whichare in the hands of the public falling below the prescribed minimum of 25% as required by theStock Exchange.
Share Price
The highest and lowest prices at which the Shares have traded on the Stock Exchange duringeach of the previous twelve months preceding the Latest Practicable Date were as follows: Per Share
Year and month
2007
November (Note 1)
2008
January
The trading of the Shares on the Stock Exchange was suspended for the period between 1 April 2007 and28 November 2007 and for the period from 2 May 2008 and up to and including the Latest PracticableDate.
Repurchase of the Company’s Shares
The Company had not repurchased any Shares during the previous six months preceding theLatest Practicable Date.
LETTER FROM THE BOARD
PROPOSED RE-ELECTION OF DIRECTORS
As at the Latest Practicable Date, the Board comprises five executive Directors, namely, Mr. TongShi Jun, Mr. Zhao Lishen, Mr. Chiu Kong, Ms. Huang Ling and Ms. Zhu Jun and three independentnon-executive Directors, namely, Mr. Cheng Song Sheng, Ms. Zhou Mei Zhen and Mr. Yuen Wai Ho.
In accordance with Bye-law 86 of the Bye-laws, Mr. Yuen Wai Ho who has been appointed as anindependent non-executive Director by the Board on 14 September 2007 will hold office until theAnnual General Meeting and being eligible, will offer himself for re-election.
In accordance with Bye-law 87 of the Bye-laws, two Directors, Ms. Zhu Jun and Ms. Zhou Mei Zhenwill retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election at the Annual General Meeting.
Set out below are the details of Ms. Zhu Jun, Ms. Zhou Mei Zhen and Mr. Yuen Wai Ho proposed tobe re-elected: Ms. Zhu Jun, aged 38, executive Director, is mainly responsible for personnel management. She hadworked in group logistics property administration of South China University of Technology. Ms. Zhujoined the Group in February 2003.
Ms. Zhou Mei Zhen, aged 30, has been an independent non-executive Director of the Company sinceSeptember 2004. Ms. Zhou Mei Zhen graduated from Guangzhou Finance & Trade ManagementInstitute majoring in professional management of enterprises. She had engaged in GuangzhouGuangjian Group and was mainly responsible for the finance and administration of the Group.
Mr. Yuen Wai Ho, aged 48, has been appointed as an independent non-executive Director, a memberof the Audit Committee, a member of the Remuneration Committee and a member of the NominationCommittee of the Company with effect from 14 September 2007. He is currently a partner of a firmof certified public accountants and an independent non-executive director of Rexcapital FinancialHoldings Limited, a company listed in Hong Kong.
As at the Latest Practicable Date, Ms. Zhu Jun, Ms. Zhou Mei Zhen and Mr. Yuen Wai Ho (collectively“Re-election Directors”) did not have any interest in Shares within the meaning of Part XV of theSFO. The Re-election Directors do not have any relationship with any other Directors, seniormanagement or substantial or controlling shareholders of the Company. Save as disclosed above,none of the Re-election Directors holds any other position in the Company or any of its subsidiariesand has not held any directorships in any other listed companies in the last three years.
As at the Latest Practicable Date, the Re-election Directors have not entered into any service contractwith the Company. Other than the appointment of Mr. Yuen Wai Ho and Ms. Zhou Mei Zhen is for aterm of two years, the other Re-election Directors do not have a specific length of service and each ofthe Re-election Directors is subject to retirement by rotation and re-election at Annual General Meetingof the Company pursuant to the Bye-laws. The director’s fee of the Re-election Directors will befixed by the Board pursuant to the authority granted by the Shareholders at Annual General Meeting.
Ms. Zhu Jun and Ms. Zhou Mei Zhen did not receive any emoluments for the year ended 31 December LETTER FROM THE BOARD
2007 which were determined by the Board in accordance with the duties of the director and marketconditions. The emolument of Mr. Yuen Wai Ho for the year ended 31 December 2007 was amountedto HK$23,890 which was determined by the Board in accordance with the duties of the Director andmarket conditions. The Re-election Directors have not received any bonus payments and other formsof remuneration for the year ended 31 December 2007.
Save as disclosed above, there are no other matters in relation to the appointment of Re-electionDirectors that need to be brought to the attention of the Shareholders nor any information to bedisclosed pursuant to the requirements of Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
ANNUAL GENERAL MEETING
Set out on pages 11 to 13 of this circular is a notice convening the Annual General Meeting toconsider, and if thought fit, to approve the ordinary resolutions in relation to, among other things, theIssue Mandate, the Repurchase Mandate, extension of the Issue Mandate and re-election of Directors.
ACTIONS TO BE TAKEN
A form of proxy for the use at the Annual General Meeting is also enclosed. Whether or not you areable to attend the Annual General Meeting, please complete and return the accompanying proxy formin accordance with the instructions printed thereon and return it to the Registrar as soon as possibleand in any event not later than 48 hours before the time appointed for the holding of Annual GeneralMeeting or any adjournment thereof. Completion and return of the proxy form will not preclude youfrom attending and voting at the Annual General Meeting if you so wish.
RIGHT TO DEMAND A POLL
Pursuant to the Bye-law 66 of the Bye-laws, a resolution put to the vote of a meeting shall be decidedon a show of hand unless (before or on the declaration of the result of the show of hands or on thewithdrawal of any other demand for a poll) a poll is demanded: by at least three members present in person (or in the case of a member being a corporation byits duly authorized representative) or by proxy for the time being entitled to vote at the meeting;or by a member or members present in person (or in the case of a member being a corporation byits duly authorized representative) or by proxy and representing not less than one-tenth of thetotal voting rights of all members having the right to vote at the meeting; or by a member or members present in person (or in the case of a member being a corporation byits duly authorized representative) or by proxy and holding shares in the Company conferringa right to vote at the meeting being shares on which an aggregate sum has been paid up equal tonot less than one-tenth of the total sum paid up on all shares conferring that right.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the proposed resolutions referred to in this circular to grant the Directorsthe Issue Mandate, the Repurchase Mandate, extension of the Issue Mandate and the re-election ofthe Directors are in the best interests of the Company and the Shareholders as a whole and accordinglyrecommend the Shareholders to vote in favour of the relevant ordinary resolutions to be proposed atthe Annual General Meeting.
Tong Shi Jun
NOTICE OF ANNUAL GENERAL MEETING
NAM FONG INTERNATIONAL HOLDINGS LIMITED
ڲ ʿ ਝ ჌ ઁ ٖ τ ࠉ ʔ ̇ *
(incorporated in Bermuda with limited liability) (Stock code: 1176)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “Annual General Meeting”) of
Nam Fong International Holdings Limited (the “Company”) will be held at 11:00 a.m., on Friday,
20 June 2008 at Boardroom II, M/F., Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai,
Hong Kong for the following purposes:—
To receive and consider the audited financial statements and the reports of the directors(“Directors”) and auditors of the Company for the year ended 31 December 2007.
To re-elect Director and authorise the board (the “Board”) of Directors to fix their remuneration.
To re-appoint RSM Nelson Wheeler as auditors of the Company and authorise the Board to fixtheir remuneration.
To consider and, if thought fit, pass the following resolutions as ordinary resolutions: “THAT:
subject to paragraph (c) of this resolution below, the exercise by the Directorsduring the Relevant Period of all the powers of the Company to allot, issue anddeal with additional shares of HK$0.1 each in the capital of the Company (the“Shares”) and to make or grant offers, agreements, options and rights of exchangeor conversion which might require the exercise of such powers be and is herebygenerally and unconditionally approved; the approval in paragraph (a) of this resolution shall authorize the Directors duringthe Relevant Period to make or grant offers, agreements, options and rights ofexchange or conversion which might require the exercise of such powers after theend of the Relevant Period; the aggregate nominal amount of share capital of the Company allotted or agreedconditionally or unconditionally to be allotted and issued by the Directors pursuantto the approval granted in paragraph (a) of this resolution, otherwise than pursuant * For identification purposes only NOTICE OF ANNUAL GENERAL MEETING
to (i) a Rights Issue or (ii) upon exercise of rights of subscription or conversionunder the warrants or convertible securities which might be issued by the Company;(iii) the exercise of options granted under any share option scheme of the Companyapproved by the Stock Exchange or (iv) any scrip dividend or similar arrangementproviding for allotment of shares in lieu of the whole or part of a dividend onshares of the Company in accordance with the bye-laws of the Company, shall notexceed the aggregate of 20% of the aggregate nominal amount of the issued sharecapital of the Company at the date of passing this resolution, and the said approvalshall be limited accordingly; and for the purposes of this resolution, “Relevant Period” means the period from thepassing of this resolution until whichever is the earliest of: the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting ofthe Company is required by law or the Company’s bye-laws to be held; or the date upon which the authority set out in this resolution is revoked orvaried by ordinary resolution of the Company in general meeting.” “Rights Issue” means an offer of shares open for a period fixed by the Directors to holdersof shares on the register on a fixed record date in proportion to their then holdings ofsuch shares (subject to such exclusions or other arrangements as the Directors may deemnecessary or expedient in relation to fractional entitlements or having regard to anyrestrictions or obligations under the laws of, or the requirements of any recognisedregulatory body or any stock exchange in any territory outside Hong Kong).” 4(ii) “THAT:
subject to paragraph (c) of this resolution below, the exercise by the Directorsduring the Relevant Period of all the powers of the Company to repurchase theShares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”),subject to and in accordance with all applicable laws and requirements of the Rules(the “Listing Rules”) Governing the Listing of Securities on the Stock Exchangeas amended by from time to time, be and is hereby generally and unconditionallyapproved; the approval in paragraph (a) above shall authorise the Directors during the RelevantPeriod to procure the Company to repurchase its Shares at a price determined bythe Directors; NOTICE OF ANNUAL GENERAL MEETING
the aggregate nominal amount of Share which may be repurchased on the StockExchange or any other stock exchange recognized for this purpose by the Securitiesand Futures Commission of Hong Kong and the Stock Exchange pursuant to theapproval in paragraph (a) shall not exceed 10% of the aggregate nominal amountof the issued share capital of the Company at the date of passing this resolution,and the said approval shall be limited accordingly; and for the purposes of this resolution, “Relevant Period” has the same meaning asassigned to it under ordinary resolution 4(i) set out in the notice convening thismeeting.
4(iii) “THAT conditional upon ordinary resolutions numbered 4(i) and 4(ii) in the notice
convening this meeting being passed, the general mandate granted to the Directors toallot, issue and deal with additional Shares pursuant to ordinary resolution numbered4(i) above be and is hereby extended by the addition thereon of an amount representingthe aggregate nominal amount of the share capital of the Company repurchased by theCompany under the authority granted pursuant to ordinary resolution number 4(ii) aboveprovided that such amount shall not exceed 10% of the aggregate nominal amount of theissued share capital of the Company at the date of passing this resolution.” Tong Shi Jun
A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies toattend and vote instead of him. A proxy need not be a member of the Company.
To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any)under which it is signed or a notarially certified copy thereof must be deposited at the Company’s Hong Kongbranch share registrar, Tricor Abacus Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong notless than 48 hours before the time fixed for holding the meeting or any adjournment thereof. Completion anddeposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.
For joint registered holders of any shares, any one of such persons may vote at any meeting, either personally or byproxy, in respect of such shares as if the shareholder was solely entitled thereto, but if more than one of such jointholders be present at any meeting personally or by proxy, that one of the said persons so present whose namestands first one the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

Source: http://www.zhuguang.com.hk/document_e/circular/ew_01176cir-20080522.pdf