THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this supplemental 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 Imagi International Holdings Limited, you should at once hand this supplemental circular and the accompanying revised form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental circular. (incorporated in Bermuda with limited liability) (stock code: 585) SUPPLEMENTAL CIRCULAR TO CIRCULAR DATED 24 APRIL 2017 TO SHAREHOLDERS RELATING TO PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AT ANNUAL GENERAL MEETING AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING This supplemental circular should be read together with the circular (the Circular ) issued by Imagi International Holdings Limited (the Company ) to the shareholders of the Company dated 24 April 2017 and the notice convening the annual general meeting of the Company to be held at Unit , Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 26 May 2017, at 10:00 a.m. (the AGM ). A revised form of proxy (the Revised Proxy Form ) is also enclosed with this supplemental circular for use at the AGM. The Revised Proxy Form is also published on the website of The Stock Exchange of Hong Kong Limited at The form of proxy despatched with the Circular is superseded by the Revised Proxy Form enclosed herewith. Whether or not you intend to attend and vote at the AGM, you are requested to complete the enclosed Revised Proxy Form in accordance with the instructions printed thereon and return it to the Company s branch share registrar and transfer office in Hong Kong Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of a valid Revised Proxy Form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked. 11 May 2017 * for identification purpose only

2 CONTENTS Page LETTER FROM THE BOARD... 1 APPENDIX I INFORMATION OF DR. SANTOS AND MS. LIU... 5 APPENDIX II SPECIAL ARRANGEMENTS ABOUT COMPLETION AND SUBMISSION OF THE REVISED PROXY FORM... 7 SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING... 8 i

3 LETTER FROM THE BOARD (incorporated in Bermuda with limited liability) (stock code: 585) Executive Directors: Mr. Kitchell Osman Bin (Acting Chairman) Mr. Shimazaki Koji Ms. Choi Ka Wing Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda Independent non-executive Directors: Dr. Santos Antonio Maria Head office and principal place Mr. Miu Frank H. of business in Hong Kong: Ms. Liu Jianyi Suites , 11 th Floor Champion Tower, 3 Garden Road Central, Hong Kong 11 May 2017 To the Shareholders, Dear Sir or Madam, SUPPLEMENTAL CIRCULAR TO CIRCULAR DATED 24 APRIL 2017 TO SHAREHOLDERS RELATING TO PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AT ANNUAL GENERAL MEETING AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION This supplemental circular should be read together with the circular (the Circular ) issued by the Company to the Shareholders dated 24 April 2017 which contains, among others, information relating to the re-election of the retiring Directors at the annual general meeting of the Company to be held at Unit , Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 26 May 2017 at 10:00 a.m. (the AGM ). * for identification purpose only 1

4 LETTER FROM THE BOARD The purpose of this supplemental circular is to provide you with further information relating to the re-election of the retiring Directors, and to give you a supplemental notice of AGM and the Revised Proxy Form (as defined below). Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Circular. 2. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS Reference is made to the announcement of the Company dated 4 May 2017 (the Announcement ) in relation to resignation and appointment of independent non-executive Directors and changes of composition of board committees with effect from 4 May Details of such resignation and appointment have been set out in the Announcement. Pursuant to Bye-law 86(2) of the Bye-laws, the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Shareholders in the general meeting. Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Dr. Kwong Kai Sing Benny resigned as an independent non-executive Director with effect from 4 May 2017, will no longer seek for re-election at the AGM. Dr. Santos Antonio Maria ( Dr. Santos ) will then be retired from office as an independent non-executive Director and offer himself for re-election at the AGM in accordance with Bye-law 87 of the Bye-laws. Ms. Liu Jianyi ( Ms. Liu ), who was appointed as an independent non-executive Director with effect from 4 May 2017, will hold office until the AGM and, being eligible, offer herself for re-election at the AGM. Pursuant to Rule of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders approval at the relevant general meeting. The requisite details of Dr. Santos and Ms. Liu are set out in Appendix I to this supplemental circular. 2

5 LETTER FROM THE BOARD 3. SUPPLEMENTAL NOTICE OF AGM AND THE REVISED PROXY FORM The AGM will be held at Unit , Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 26 May 2017 at 10:00 a.m. as originally scheduled. A supplemental notice of AGM is set out on pages 8 to 10 of this supplemental circular. The original ordinary resolution numbered 2 in the notice of AGM sent to the Shareholders on 24 April 2017 (the First AGM Notice ) will be amended to withdraw re-election of Dr. Kwong Kai Sing Benny and to include the additional resolutions for re-election of Dr. Santos and Ms. Liu as independent non-executive Directors. Save as disclosed, all the resolutions proposed in the First AGM Notice will remain unchanged and the Circular and the First AGM Notice remains valid. As a result of the addition of the independent non-executive Directors to retire and offer for re-election at the AGM subsequent to the despatch of the Circular and the accompanying form of proxy (the First Proxy Form ), a new form of proxy (the Revised Proxy Form ) is prepared and is enclosed with this supplemental circular. Special arrangements about completion and submission of the Revised Proxy Form are set out in Appendix II to this supplemental circular. Shareholders who have appointed or intend to appoint proxy/proxies to attend the AGM are requested to pay particular attention to the special arrangements set out therein. Completion and return of the First Proxy Form and/or Revised Proxy Form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked. 4. RECOMMENDATION In addition to the recommendations contained in the Circular, upon recommendation by the Company s Nomination Committee, the Board also recommends Dr. Santos and Ms. Liu to stand for re-election as independent non-executive Directors in view of their experience and qualifications. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant separate resolutions to be proposed at the AGM. 5. GENERAL To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required under the Listing Rules to abstain from voting on the resolutions to be proposed at the AGM. Your attention is drawn to the additional information set out in the appendices to this supplemental circular. 3

6 LETTER FROM THE BOARD 6. RESPONSIBILITY STATEMENT This supplemental circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading. Yours faithfully, For and on behalf of the Board Imagi International Holdings Limited Kitchell Osman Bin Acting Chairman 4

7 APPENDIX I INFORMATION OF DR. SANTOS AND MS. LIU Pursuant to the Listing Rules, the particulars of Dr. Santos and Ms. Liu, who will retire and offer themselves for re-election at the AGM, are provided as follows: DR. SANTOS ANTONIO MARIA ( Dr. Santos ) Dr. Santos, aged 60, has been appointed as an independent non-executive Director on 28 January Dr. Santos holds a Ph. D. degree in Business Administration from the Neuva Ecija University of Science & Technology in the Philippines, a Master s degree in Management Studies from University of Northumbria at Newcastle, United Kingdom and a Master s degree in Criminal Justice from the Tarlac State University, the Philippines. Dr. Santos is a fellow of the Chartered Management Institute, United Kingdom. Dr. Santos retired from the Hong Kong Police Force in January 2012 after more than 30 years of service there. Apart from volunteering for community services, he is currently a director and shareholder of Advance Tactics Service Limited (a private company principally engaged in providing personal and commercial risk management consultant services in Hong Kong and greater China). Dr. Santos currently is also a director and shareholder of A.M. Santos & Company Limited (a private company incorporated in Hong Kong) and United Partners Incorporated (a private company incorporated in British Virgin Islands), both of which are principally engaged in providing financial consultancy services. Dr. Santos had been an executive director of China Solar Energy Holdings Limited (stock code: 155) for the period from October 2014 to May 2015 and an acting chairman for period from December 2014 to May 2015 and an independent non-executive director of Mason Financial Holdings Limited (formerly known as Willie International Holdings Limited, stock code: 273) for the period from August 2012 to April 2016, all of which are companies listed on the main board of the Stock Exchange. Dr. Santos is presently an independent non-executive director of Auto Italia Holdings Limited (stock code: 720), a company listed on the main board of the Stock Exchange. Save as disclosed above, Dr. Santos does not hold any directorships in other public listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications. Dr. Santos does not have any relationship with other Directors, senior management, substantial or controlling Shareholders (within the meaning of the Listing Rules) and he had no other interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO. Dr. Santos has an appointment letter for a term of two years with the Company, which will be renewed by agreement between Dr. Santos and the Company. He is subject to retirement by rotation and is eligible for re-election at the AGM in accordance with the Bye-laws. The director s fee specified in the appointment letter is HK$20,000 per month is determined by the Board with reference to his past experience and responsibilities in the Company. Save as disclosed above, there is no other information relating to the re-election of Dr. Santos as an independent non-executive Director that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matters that need to be brought to the attention of the Shareholders. 5

8 APPENDIX I INFORMATION OF DR. SANTOS AND MS. LIU MS. LIU JIANYI ( Ms. Liu ) Ms. Liu, aged 30, has been appointed as an independent non-executive Director on 4 May Ms. Liu holds a master of business administration in Johnson At Cornell University in 2014 and a bachelor of system engineering in The Chinese University of Hong Kong in Ms. Liu is currently working as a director of a corporate financial services institution and has extensive management experience in corporate finance and equity funds. Ms. Liu is presently an independent non-executive director of Inno-Tech Holdings Limited, a company listed on GEM board of the Stock Exchange (stock code: 8202). Save as disclosed above, Ms. Liu does not hold any directorships in other public listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications. Ms. Liu does not have any relationship with other Directors, senior management, substantial or controlling Shareholders (within the meaning of the Listing Rules) and she had no other interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO. Ms. Liu has an appointment letter for a term of two years with the Company, which will be renewed by agreement between Ms. Liu and the Company. She is subject to retirement by rotation and is eligible for re-election at the AGM in accordance with the Bye-laws. The director s fee specified in the appointment letter is HK$20,000 per month is determined by the Board with reference to her past experience and responsibilities in the Company. Save as disclosed above, there is no other information relating to the re-election of Ms. Liu as an independent non-executive Director that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matters that need to be brought to the attention of the Shareholders. 6

9 APPENDIX II SPECIAL ARRANGEMENTS ABOUT COMPLETION AND SUBMISSION OF THE REVISED PROXY FORM SPECIAL ARRANGEMENTS ABOUT COMPLETION AND SUBMISSION OF THE REVISED PROXY FORM A Shareholder who has not yet lodged the First Proxy Form with the Company s branch share registrar and transfer office in Hong Kong is required to lodge the Revised Proxy Form if he/she/ it wishes to appoint proxy/proxies to attend the AGM on his/her/its behalf. In this case, the First Proxy Form should not be lodged with the Company s branch share registrar and transfer office in Hong Kong. A Shareholder who has already lodged the First Proxy Form with the Company s branch share registrar and transfer office in Hong Kong should note that: (i) (ii) if no Revised Proxy Form is lodged with the Company s branch share registrar and transfer office in Hong Kong, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by the Shareholder. The proxy/proxies so appointed by the Shareholder will be entitled to vote at his/her/its discretion or to abstain from voting on any resolution properly put to the AGM including the resolutions in relation to the re-election of Dr. Santos and Ms. Liu as independent non-executive Directors; if the Revised Proxy Form is lodged with the Company s branch share registrar and transfer office in Hong Kong 48 hours prior to the time appointed for holding the AGM (the Closing Time ), the Revised Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by the Shareholder and will revoke and supersede the First Proxy Form previously lodged by such Shareholder; and (iii) if the Revised Proxy Form is lodged with the Company s branch share registrar and transfer office in Hong Kong after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the appointment of proxy under the Revised Proxy Form will be invalid. The First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by such Shareholder. The proxy/proxies so appointed by the Shareholder under the First Proxy Form will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form had been lodged with the Company s branch share registrar and transfer office in Hong Kong. Completion and return of the First Proxy Form and/or the Revised Proxy Form will not preclude you from attending and voting at the AGM if you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked. Shareholders who have appointed or intend to appoint proxy/proxies to attend at the AGM are requested to pay attention to the special arrangements set out above. 7

10 SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING (incorporated in Bermuda with limited liability) (stock code: 585) THIS NOTICE is supplemental to the notice of the annual general meeting dated 24 April 2017 (the First Notice of AGM ) and given by Imagi International Holdings Limited (the Company ) to convene the annual general meeting of the Company (the AGM ) to be held at Unit , Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 26 May 2017, at 10:00 a.m.. Details of the proposed resolutions to be considered at the AGM were stated in the First Notice of AGM. Due to the matters as set out in the supplemental circular (the Supplemental Circular ) of the Company dated 11 May 2017, the following resolution numbered 2 as set out in the First Notice of AGM shall be revised from: 2. (a) To re-elect Dr. Kwong Kai Sing Benny as an independent non-executive director of the Company. (b) (c) (d) (e) (f) To re-elect Mr. Kitchell Osman Bin as an executive director of the Company. To re-elect Mr. Shimazaki Koji as an executive director of the Company. To re-elect Ms. Choi Ka Wing as an executive director of the Company. To re-elect Mr. Miu Frank H. as an independent non-executive director of the Company. To authorise the board of Directors (the Board ) to fix the remuneration of the directors of the Company. to * for identification purpose only 8

11 SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING 2. (a) To re-elect Dr. Santos Antonio Maria as an independent non-executive director of the Company. (b) To re-elect Mr. Kitchell Osman Bin as an executive director of the Company. (c) To re-elect Mr. Shimazaki Koji as an executive director of the Company. (d) To re-elect Ms. Choi Ka Wing as an executive director of the Company. (e) To re-elect Mr. Miu Frank H. as an independent non-executive director of the Company. (f) To re-elect Ms. Liu Jianyi as an independent non-executive director of the Company. (g) To authorised the board of directors (the Board ) to fix the remuneration of the directors of the Company. Save as set out above, all resolutions contained in the First Notice of AGM will remain to have full force and effect. By order of the Board Imagi International Holdings Limited Kitchell Osman Bin Acting Chairman Hong Kong, 11 May 2017 Registered office: Head office and principal place Clarendon House of business in Hong Kong: 2 Church Street Suites , 11 th Floor Hamilton HM11 Champion Tower, 3 Garden Road Bermuda Central, Hong Kong Notes: 1. A revised form of proxy (the Revised Proxy Form ) is enclosed with the Supplemental Circular. Please refer to the Appendix II to the Supplemental Circular for special arrangements about completion and submission of the Revised Proxy Form. 2. Please refer to the First Notice of AGM for details of the other ordinary resolutions to be proposed at the AGM and other relevant matters. 9

12 SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING As at the date of this notice, the Board comprises the following directors: Executive directors: Independent non-executive directors: Mr. Kitchell Osman Bin (Acting Chairman) Dr. Santos Antonio Maria Mr. Shimazaki Koji Mr. Miu Frank H. Ms. Choi Ka Wing Ms. Liu Jianyi 10