THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Neptune Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for onward transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 circular. NEPTUNE GROUP LIMITED 海王國際集團有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 00070) PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, EXTENSION OF GENERAL MANDATE TO ISSUE SHARES, RE-ELECTION OF DIRECTORS, ADOPTION OF THE NEW ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of the Company to be held at Basement 2, Unicorn & Phoenix Room, the Charterhouse Causeway Bay, 209-219 Wanchai Road, Hong Kong on 28 November 2014 at 2:30 p.m. is set out on pages 35 to 39 of this circular. Whether or not you are able to attend the 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 meeting or any adjournment thereof to the office of the Company’s share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited of Room 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish. This notice will be published on the website of The Stock Exchange of Hong Kong Limited at http://www.hkexnews.hk and is available for reference on the website of the Company at http://www.neptunegroup.com.hk. 31 October 2014 CONTENTS Page Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Issue Mandate, Repurchase Mandate and Extension Mandate. . . . . . . . . . . . . . . 4 Proposed Adoption of the New Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Appendices I. Details of Directors Proposed to be Re-elected at the AGM . . . . . . . . . . . 9 II. Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . . . 11 III. Major Changes of the Existing Articles Introduced by the New Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 –i– DEFINITIONS In this Circular, unless the context otherwise requires, the following expressions have the following meanings: “AGM” the annual general meeting of the Company convened to be held at Basement 2, Unicorn & Phoenix Room, the Charterhouse Causeway Bay, 209-219 Wanchai Road, Hong Kong on 28 November 2014 at 2:30 p.m. “Articles” the articles of association of the Company, as amended from time to time “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors “Company” Neptune Group Limited, a company incorporated in the Hong Kong with limited liability and the issued shares of which are listed on the Main Board “connected person(s)” has the meaning ascribed to it under the Listing Rules “Director(s)” director(s) of the Company “Existing Articles” the existing articles of association of the Company as adopted by special resolutions dated 9th February 1973 and amended by special resolutions passed on 15th September 1983, 15th December 1988, 23 rd October 2000, 24 th May 2004, 30 th November 2004, 25 th November 2005 and 24th November 2006, respectively “Extension Mandate” a general mandate to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China –1– DEFINITIONS “Issue Mandate” a general mandate to the Directors to exercise the power of the Company to allot, issue and deal with additional Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the AGM “Latest Practicable Date” 24 October 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Main Board “Main Board” the Main Board of the Stock Exchange “Memorandum” the memorandum of association of the Company, as amended from time to time “New Articles” the proposed new articles of association of the Company to be adopted by the Company at the AGM, the major changes from of Existing Articles introduced the New Articles are set out in Appendix III of this circular “Repurchase Mandate” a general mandate to the Directors to enable them to repurchase the Shares of an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the AGM “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent. –2– LETTER FROM THE BOARD NEPTUNE GROUP LIMITED 海王國際集團有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 00070) Executive Directors: Mr. Danny Xuda Huang Mr. Nicholas J. Niglio Mr. Chan Shiu Kwong, Stephen Mr. Lin Chuen Chow, Andy Registered Office: Room 3328C, 33th Floor China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong Independent non-executive Directors: Mr. Cheung Yat Hung, Alton Mr. Yue Fu Wing Mr. Chan Choi Kam 31 October 2014 To the Shareholders Dear Sir or Madam, PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, EXTENSION OF GENERAL MANDATE TO ISSUE SHARES, RE-ELECTION OF DIRECTORS, ADOPTION OF THE NEW ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to provide you with information relating to the proposals for (i) the re-election of Directors at the AGM; (ii) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; (iii) adoption of the New Articles; and (iv) to give you notice of the AGM. At the AGM, ordinary resolutions relating to the re-election of Directors, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and a special resolution relating to the adoption of the New Articles will be proposed. –3– LETTER FROM THE BOARD RE-ELECTION OF DIRECTORS In accordance with article 79 of the Existing Articles, one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to but not less than one third, shall retire from office by rotation at each annual general meeting of the Company. In addition, the Listing Rules provide that every Director should be subject to retirement by rotation at least once every three years. Pursuant to the above, Mr. Nicholas J. Niglio and Mr. Chan Shiu Kwong, Stephen will retire by rotation at the AGM. Mr. Nicholas J. Niglio and Mr. Chan Shiu Kwong, Stephen, both being eligible, will offer themselves for re-election as Directors at the AGM. According to Article 79, Mr. Yue Fu Wing and Mr. Chan Choi Kam shall be subject to retirement by rotation at least once every three years. Being eligible, Mr. Yue Fu Wing and Mr. Chan Choi Kam will offer themselves for re-election as independent non-executive Director. At the AGM, an ordinary resolution will be proposed to re-election as independent non-executive Director. Biographical details of Mr. Nicholas J. Niglio, Mr. Chan Shiu Kwong, Stephen, Mr. Yue Fu Wing and Mr. Chan Choi Kam, the Directors who are proposed to be re-elected at the AGM, are set out in Appendix I to this circular. ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE At the annual general meeting of the Company held on 29 November 2013, the Directors were granted a general mandate to allot, issue and deal with shares in the share capital of the Company. This mandate will expire at the conclusion of the AGM. To facilitate future allotment and issue of Shares by the Directors on behalf of the Company, the Board will seek the approval of the Shareholders for the grant of the Issue Mandate at the AGM. On the basis of 4,616,244,500 Shares in issue as at the Latest Practicable Date and assuming that no Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Issue Mandate to allot and issue a maximum of 923,248,900 new Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the resolution. The Directors have no immediate plans to allot and issue any new Shares other than Shares which may fall to be issued upon the exercise of options granted under the share option scheme of the Company or other options granted by the Company to entitle holders thereof to subscribe for Shares or pursuant to any scrip dividend scheme which may be approved by the Shareholders or the Directors. At the AGM, an ordinary resolution will also be proposed to grant to the Directors the Repurchase Mandate, i.e. a general mandate to exercise all powers of the Company to repurchase on Main Board or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the resolution. –4– LETTER FROM THE BOARD In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the AGM providing that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate. Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the end of the period within which the next annual general meeting of the Company is required by the Articles and the Companies Ordinance; or (c) when revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company. Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix II to this circular. PROPOSED ADOPTION OF THE NEW ARTICLES The new Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “New CO”) came into effect on 3 March 2014 (replacing the previous Companies Ordinance (Chapter 32 of the Laws of Hong Kong, now entitled Companies (Winding Up and Miscellaneous Provisions) Ordinance) (the “Previous CO”)). It is proposed that the New Articles be adopted by the Company to substitute the Existing Articles mainly for the purpose of keeping in line with the New CO and for enhancement of clarity and flexibility. Amendments have also been made in the New Articles to bring the Existing Articles more up-to-date and in line with the Listing Rules and current corporate practices and circumstances. The major statutory changes of the Previous CO which came into force on 3 March 2014 (the “Statutory Changes”) which may impact the provisions contained in the Existing Articles: (a) abolishing the par value for shares; (b) abolishing the memorandum of association and regarding conditions in the memorandum of association of existing companies as provisions of the articles of association; (c) removing the power to issue warrants to bearer; (d) removing the power to convert shares into stock; –5– LETTER FROM THE BOARD (e) requiring the company to give reasons for declining to register a transfer of shares upon request; (f) reducing the threshold for demanding a poll; (g) making the keeping and use of a common seal optional; and (h) deeming consent from members to receive corporate communications via the company’s website. In order to bring the Articles of the Company in line with the Statutory Changes, the Board proposes to adopt the New Articles which includes, inter alia, the following major changes to the Existing Articles: (1) inserting provisions in the former Memorandum regarding company name and members’ limited liabilities into the New Articles (those provisions in the Memorandum having been statutorily regarded as provisions of the articles of association of the Company pursuant to Section 98 of the New CO); (2) not having objects clause provisions in the New Articles but giving the Company the capacity, rights, powers and privileges of a natural person of full age; (3) amending the definition of “Companies Ordinance” to make reference to the New CO and where appropriate, to make references to the Companies (Winding up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) and deleting, adding or modifying certain definitions as appropriate; (4) amending the provisions relating to various ways to alter the Company’s capital in light of the abolishment of the par value of shares; (5) deleting references relating to “memorandum”, “authorised share capital”, “nominal value”, “par value”, “nominal amount of the shares”, “premium”, “share premium account” and “capital redemption reserve fund” or similar wordings in the New Articles and where applicable, replacing references to nominal value of shares with total voting rights; (6) broadening the disclosure of interest by Directors to include the disclosure of interest of the Directors’ “connected entity” (within the meaning given under Section 486 of the New CO); (7) requiring the Board to give reasons for declining to register a share transfer if requested by the transferor or transferee; (8) allowing any document signed by any two Directors or any one Director and the secretary of the Company and expressed to be executed by the Company to have the effect as if such document had been executed under the Company’s common seal; –6– LETTER FROM THE BOARD (9) removing the Company’s power to convert any paid up Shares into stock (or vice versa); (10) reducing the threshold for demanding a poll such that Shareholders holding at least 5% (instead of one-tenth) of the total voting rights of all the Shareholders having the right to vote at the meeting can demand a poll; and (11) removing the Company’s power to issue warrants to bearer. For further details relating to the major changes of the Existing Articles introduced by the adoption of the New Articles, please refer to Appendix III of this circular. A copy of the New Articles will be available for inspection during normal business hours on any weekday (expect public holidays) at the office of Robertsons at 57th Floor, The Center, 99 Queen’s Road Central, Hong Kong from the date of this circular up to and including the date of the AGM. Conditions of the adoption of the New Articles The adoption of the New Articles is conditional upon the approval of the Shareholders by way of a special resolution at the AGM. ANNUAL GENERAL MEETING A notice convening the AGM is set out on pages 35 to 39 of this circular. At the AGM, resolutions will be proposed to consider and, if thought fit, the re-election of Directors, approve the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the adoption of the New Articles. Form of proxy for use by the Shareholders at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete and return the 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 AGM or any adjournment thereof to the office of the Company’s share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited of Room 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. Pursuant to the Listing Rules, all votes of shareholders at a general meeting must be taken by poll and the Company will announce the results of the poll in accordance with the manner set out in the Listing Rules. –7– LETTER FROM THE BOARD RECOMMENDATION The Directors consider that the resolutions, including without limitation, regarding the re-election of Directors, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the adoption of the New Articles, as set out respectively in the notice of the AGM are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all such resolutions to be proposed at the AGM. RESPONSIBILITY STATEMENT This 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 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 circular misleading. By Order of the Board Neptune Group Limited Danny Xuda Huang Chairman –8– APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM The following are the biographical details of the Directors proposed to be re-elected at the AGM: Mr. Nicholas J. Niglio, aged 68, was appointed as an executive director on 3 September 2007. He has over 25 years varied background in gambling focused entertainment field dating back to 1983. Through out all these years, he versed himself in management of all kinds of gaming activities and have proven success of his accomplishments. Prior to his current position, Mr. Niglio previously was Executive Vice President of Trump Taj Mahal Casino Resort, Inc. Atlantic City NJ (“Trump”), serving as senior executive in Casino marketing and international operation, from Oct 1993 to Aug. 2001, he originally joined Trump in Oct 1993 as Executive Vice President to oversee all operational and administrative management of marketing program. Regional offices including Asia, Middle East, Europe and Latin America were under all his management. Mr. Niglio worked at Caesars World Inc, Atlantic City NJ from 1986 to 1993 in such capacities as: Senior Vice President Eastern Operation and Vice President Casino Operations of Caesars Palace. He worked at Caesars in such capacities to develop casino marketing operation in all aspect and to train up staff to raise the level of customer service. Mr. Niglio was also a senior executive holding the position of Vice President Casino Marketing and director of Casino Administration in Resort International Hotel and Casino, Atlantic city NJ from 1978 to 1986. Mr. Niglio graduated from the California State University with a Master degree in Business Administration, a B.S. degree in accounting from Saint Peter’s College, Jersey City NJ. Mr. Chan Shiu Kwong, Stephen, aged 58, was appointed as an executive director of the Company on 20 April 2005. Mr. Chan holds a Master degree in Professional Accounting from Hong Kong Polytechnic University and a Bachelor of Commerce from Curtin University Australia. He is currently a Fellow member of Hong Kong Institute of Certified Public Accountants and Fellow member of Certified Public Accountants (Australia); Fellow member of the Institute of Chartered Secretaries and Administrators, Fellow member of the Hong Kong Institute of Company Secretaries and affiliated member of American Society of Appraisers. He has completed a certificate course in PRC accounting and PRC tax law from Chinese University of Hong Kong. Currently, he is also a member of The Association of Hong Kong Professionals and Hong Kong and Kowloon Chiu Chow Public Association. Mr. Chan has over 25 years of experience in property development, manufacturing, travel and gaming related industries. He has worked for various multi-national organisations and Hong Kong listed companies including American President lines, Paccess International, Tileman UK, Dairy farm Cold Storage, Hopewell Construction, Shui On Construction, Wing On Travel and Deloitte and equipped with profound experience in merger and acquisition transactions, treasury, strategies and risk management, corporate finance, accounting, tax planning and company secretary practice. –9– APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM Mr. Yue Fu Wing, aged 46, was appointed as an independent non-executive director and a member of the audit committee of the Company on 15 January 2005. Mr. Yue is a fellow of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants. He has a Master Degree in PRC Accounting from Jinan University in China and a Bachelor Degree in Accountancy from the City University of Hong Kong. Mr. Yue has over 10 years experience in accounting and finance. He has worked for a multinational company; a Hong Kong listed company and an international accounting firm. Mr. Chan Choi Kam, aged 45, was appointed as an independent non-executive director and member of the audit committee of the Company on 24 February 2010. He received his education in Hong Kong and has over 15 years of accounting experience in general trading and shipping business. Save as disclosed above, there are no other matters concerning the change in the Company’s directorate that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of the Listing Rules. – 10 – APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors. 1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction. 2. SHARE CAPITAL As at the Latest Practicable Date, there were a total of 4,616,244,500 Shares in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 461,244,500 Shares, representing 10% of the aggregate nominal value of the issued share capital of the Company as at the date of the AGM. 3. REASONS FOR REPURCHASES The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. 4. FUNDING OF REPURCHASES Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available under the applicable laws of Hong Kong and the Memorandum and Articles of the Company for such purpose. An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 30 June 2014, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company. – 11 – APPENDIX II 5. EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE SHARE PRICES The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months were as follows: 6. Highest HK$ Lowest HK$ 2013 November December 0.370 0.390 0.265 0.275 2014 January February March April May June July August September October (up to the Latest Practicable Date) 0.360 0.320 0.300 0.270 0.214 0.198 0.192 0.224 0.218 0.198 0.290 0.280 0.194 0.195 0.176 0.167 0.169 0.168 0.174 0.171 DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM and exercised. No connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company and no such person has undertaken not to sell any Shares held by him/her/it to the Company, in the event that the Repurchase Mandate is approved at the AGM by the Shareholders. 7. UNDERTAKING OF THE DIRECTORS The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of Hong Kong. – 12 – APPENDIX II 8. EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE TAKEOVERS CODE CONSEQUENCE If a Shareholder’s proportionate interest in the voting rights of the Company increases upon the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. To the best of the Directors’ knowledge, information and belief having made all reasonable enquires, they are not aware of any consequence which will give rise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate. The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%. 9. SHARE REPURCHASE MADE BY THE COMPANY No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately prior to the Latest Practicable Date. – 13 – APPENDIX III 1. MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES INTRODUCTION In March 2014, the New CO became effective and provides a modernised legal framework for the incorporation and operation of companies in Hong Kong. In response to the introduction of the New CO, it is proposed that a number of changes be made to the Memorandum and the Existing Articles. At the same time, it is also proposed that minor “housekeeping” amendments be made to the Articles. 2. MAJOR CHANGES OF THE EXISTING ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) n/a The name of the Company is “NEPTUNE GROUP LIMITED 海王國際集團有限公司.” n/a The Company has the capacity, rights, powers and privileges of a natural person of full age and, in addition and without limit, the Company may do any act that it is permitted or required to do by these Articles or any ordinance or rule of law, and has power to acquire, hold and dispose of land. n/a The liability of the Members is limited. 1, para 2 “The Ordinance” means the Companies Ordinance (Chapter 622 of the laws of Hong Kong) or any statutory modification or re-enactment for the time being in force. 1, para 14 “Listing Rules” means a stock exchange in respect of the shares of the Company are listed or quoted and where such stock exchange deems such listing or quotation to be the primary listing or quotation of the shares of the Company; the Rules Governing the Listing of Securities on the Stock Exchange published by the Stock Exchange as amended from time to time. 2 The regulations contained in Table “A” in the First Schedule to the Companies Ordinance, Hong Kong Schedule 1 (Model Articles for Public Companies Limited by Shares) to the Companies (Model Articles) Notice (L.N. 77 of 2013) shall not apply to the Company. – 14 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 6A Every share certificate hereafter issued shall specify the number and class of shares in respect of which it is issued and the amount paid thereon and any distinguishing numbers assigned to the shares and may otherwise be in such form as the Directors may from time to time prescribe. A share certificate shall relate to only one class of shares, and where the capital of the Company includes shares with different voting rights, the designation of each class of shares, other than those which carry the general right to vote at general meetings, must include the words “restricted voting” or “limited voting” or some other appropriate designation which is commensurate with the rights attaching to the relevant class of shares and where the capital of the Company includes shares which do not carry voting rights, the words “non-voting” must appear in the designation of such shares. 7 Subject to Division 4 of Part 5 of the Ordinance, any Any Preference Share may, with the sanction of a Special Resolution, be issued on the terms that it is, or at the option of the Company is liable, to be redeemed. The directors may determine the terms, conditions and manner of redemption of the shares. 13 If any Certificate be defaced, worn out, lost, or destroyed, the Directors may at their discretion and subject to such terms as they may think fit issue the member is entitled to be issued a new or duplicate Certificate on payment of such fee, if any, (not exceeding, in the case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such other sum as may from time to time be allowed or not prohibited under the rules of the relevant stock exchange in Hong Kong, and, in the case of any other capital, such sum in such currency as the Directors may from time to time determine to be reasonable in the territory in which the relevant register is situated, or such other sum as the Company may by Ordinary Resolution determine) as the Directors shall from time to time determine, and the person requiring the new Certificate shall surrender the defaced or worn-out Certificate or give such evidence of the loss or destruction of the Certificate and such indemnity to the Company as the Directors think fit. – 15 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 13A The Directors may issue warrants to subscribe for any class of shares or securities of the Company, but not to bearer, which warrants may be issued on such terms as the Directors may from time to time determine. Where warrants are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the Directors shall think fit with regard to the issue of any such replacement certificate. 15 The Directors may from time to time make Calls upon the Members in respect of all moneys unpaid on their Shares., provided that no Call shall exceed one-fourth of the nominal amount of the Share or be made payable within one month after the date when the last instalment of the last preceding call shall have been made payable; and e Each Member shall, subject to receiving fourteen days’ notice at least, specifying the time and place for payment, pay the amount called on his Shares to the persons and at the times and places appointed by the Directors. A Call may be made payable by instalments. 18 If by the terms of the issue of any Shares, or otherwise, any amount is made payable at any fixed time or by instalments at any fixed times whether on account of the amount of the Shares or by way of premium, every such amount or instalment shall be payable as if it were a Call duly made by the Directors, of which due notice had been given; and all the provisions hereof with respect to the payment of Calls and interest thereon, or to the forfeiture of Shares for nonpayment of Calls, shall apply to every such amount or instalment and the shares in respect of which it is payable. – 16 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 22 The Directors may decline to recognise any instrument of transfer unless (a) such fee, if any, (not exceeding, in the case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such other sum as may from time to time be allowed or not prohibited under the rules of the relevant stock exchange in Hong Kong, and, in the case of any other capital, such sum as the Directors may determine) as the Directors shall from time to time determine is paid to the Company, in respect thereof, and (b) the instrument of transfer is accompanied by the Certificate of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer, and (c) the instrument of transfer is in favour of more than four joint holders. If the Directors refuse to register a transfer of any Shares they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal. Upon request by the transferor or transferee, the Directors must, within twenty-eight days after receiving such request, send to the transferor or transferee (as the case may be) a statement of the reasons for the refusal. 33 The Directors may, at any time after the date for the payment or satisfaction of such debts, obligations, or liabilities shall have arrived, serve upon any Member who is indebted or under any obligation to the Company, or upon the person entitled to his Shares by reason of the death or bankruptcy of such Member, a notice requiring him to pay the amount due to the Company or satisfy the said obligation, and stating that if payment is not made or the said obligation is not satisfied within the time (not being less than fourteen days) specified in such notice, the shares held by such Member will be liable to be sold; and if such Member or the person entitled to his Shares as aforesaid, shall not comply with such notice within the time aforesaid the Directors may sell such Shares without further notice, and for the purpose of giving effect to any such sale the Directors may authorise some person to transfer the Shares so sold to the Purchaser thereof. – 17 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 35 Any entry in the Directors’ Minute Book of the forfeiture of any Share, or that any Share has been sold to satisfy a lien of the Company A statutory declaration by a director or the company secretary that the declarant is a director or the company secretary and that a share has been sold to satisfy the company’s lien on a specified date, shall be sufficient evidence as against all persons claiming to be entitled to such Shares that the said Shares were properly forfeited or sold: and such entry, the receipt of the Company for the price of such Shares, and the appropriate Share Certificate, shall constitute a good title to such Shares, and the name of the purchaser or other person entitled shall be entered in the Register as a Member of the Company, and he shall not be bound to see to the application of the purchase money, nor shall his title to the said Shares be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture or sale. The remedy (if any) of the former holder of such Shares, and of any person claiming under or through him, shall be against the Company and in damages only. – 18 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 36 The Directors, with the sanction of an ordinary resolution of the Company in general meeting, may convert any paid-up Shares into stock, and may convert any stock into paid-up Shares of any denomination. When any Shares have been converted into stock, the several holders of such stock may, thenceforth, transfer their respective interests therein, or any part of such interests, in the same manner and subject to the same regulations as and subject to which the fully paid-up Shares in the Company’s capital may be transferred, or as near thereto as circumstances will admit. But the Directors may from time to time, if they think fit, fix the minimum amount of stock transferable, and direct that fractions of a Dollar shall not be dealt with, but with power, nevertheless, at their discretion to waive such rules in any particular case. The stock shall confer on the holders thereof respectively the same privileges and advantages, as regards participation in profits and voting at meetings of the Company, and for other purposes, as would have been conferred by Shares of equal amount in the capital of the Company of the same class as the Shares from which such stock was converted, but so that none of such privileges or advantages, except the participation in profits of the Company, or in the assets of the Company on a winding-up, shall be conferred by any such aliquot part of stock as would not, if existing in Shares, have conferred such privileges or advantages. No such conversion shall affect or prejudice any preference or other special privilege attached to the Shares so converted. Save as aforesaid, all the provisions herein contained shall, so far as circumstances will admit, apply to stock as well as to Shares. 37 The Company may by Ordinary Resolution increase the Capital by the creation of new Shares, such increase to be of such aggregate amount and to be divided into Shares of such respective amounts as the Resolution shall prescribe alter its share capital in any one or more of the ways set out in Section 170 of the Ordinance. – 19 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 39 Subject to any direction to the contrary that may he given by the resolution effecting the increase of Capital, any Capital raised by the creation of new Shares shall be considered as part of the original Capital, and shall be subject to the same provisions with reference to the payment of Calls and the forfeiture of Shares on non-payment of Calls, transfer and transmission of Shares, lien or otherwise, as if it had been part of the original Capital. 40 The Company may by Ordinary Resolution:(a) Subdivide its existing Shares or any of them into Shares of smaller amount than is fixed by the Memorandum of Association: Provided that in the subdivision of an existing Share the proportion between the amount paid and the amount (if any) unpaid on each reduced Share shall be the same as it was in the case of the Share from which the reduced Share is derived; (b) Consolidate and divide its Capital or any part thereof into Shares of larger amount than its existing Shares; (c) Cancel any Shares which at the date of the passing of the Resolution have not been taken or agreed to be taken by any person. 41 The Company may by Special Resolution reduce its share capital and any Capital Redemption Reserve Fund in any manner allowed by law. 42 If at any time the capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, subject to the provisions of Section 180 64 of the Ordinance, be modified, abrogated, or varied with the consent in writing of the Holders of three-fourths of the issued Shares of that class, or with the sanction of a Special Resolution passed at a separate General Meeting of the Holders of the Shares of the class. To every such separate General Meeting the provisions of these regulations relating to General Meetings shall mutatis mutandis apply, but so that at every such separate General Meeting the quorum shall be two persons at least holding or representing by proxy one-third of the issued Shares of the class, and that any Holder of Shares of the class present in person or by proxy may demand a poll. – 20 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 48 Except as provided by the Ordinance, the Company shall in each year hold a general meeting as its annual general meeting (“Annual General Meeting”) in accordance with the requirements of the Ordinance. Any General Meeting other than an Annual General Meeting shall be called an Extraordinary General Meeting. All general meetings of the Company other than its Annual General Meeting are simply referred to as “General Meeting”. 49 The Directors may whenever they think fit, and they shall upon a requisition made in writing by Members in accordance with Section 113 of the Ordinance convene an Extraordinary General Meeting. 50 (1) The Directors may, if they think fit, call a general meeting. (2) If the Directors are required to call a general meeting under Section 566 of the Ordinance, they must call it in accordance with Section 567 of the Ordinance. (3) If the Directors do not call a general meeting in accordance with Section 567 of the Ordinance, the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting in accordance with Section 568 of the Ordinance. In the case of an Extraordinary General Meeting called in pursuance of a requisition, unless such Meeting shall have been called by the Board no business other than that stated in the requisition as the objects of the Meeting shall be transacted. – 21 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 51 In the case of an Annual General Meeting or any General Meeting convened for the purpose of passing a Special Resolution, 21 clear days’ notice at the least, and in the case of General Meeting other than an Annual General Meeting, any other case 14 clear days’ notice at the least, shall be given to all the members and to the Auditors for the time being of the Company. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business and such notice shall be given in the manner hereinafter mentioned. Without prejudice to the other requirements (if any) of the Ordinance, every notice of an Annual General Meeting shall specify the meeting as such and every notice of a General Meeting convened for passing a Special Resolution shall state the intention to propose such Resolution as a Special Resolution. 53 The business of any Annual General Meeting shall be to receive and consider the accounts and balance sheets, the reports of the Directors and Auditors, and any other documents required by law to be attached or annexed to the balance sheets, to elect Directors in place of those retiring, to elect Auditors and fix their remuneration, and to declare a Dividend. All other business transacted at an Annual General Meeting, and all business transacted at an Extraordinary General Meeting, shall be deemed special. 58(c) any Member or Members present in person or by proxy and representing in the aggregate not less than one-tenth five per cent of the total voting rights of all Members having the right to attend and vote at the meeting; or 58(d) any Member or Members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or – 22 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 58 (e) if required by the Listing Rules, any Director holding proxies if such aggregate proxies held individually or collectively by the Directors account for five (5) per cent or more of the total voting rights at that meeting, and if on a show of hands in respect of any resolution, the meeting votes in the opposition manner to that instructed in those proxies. 73(b)(1) To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed. 74 The Office of a Director shall be vacated: (a) If he becomes bankrupt or insolvent or compound with his creditors; (b) If he becomes of unsound mind; (c) If he be convicted of an indictable offence; (d) If he is prohibited by law from being a Director or is removed from office pursuant to these Articles; (e) If he becomes prohibited from being a Director by reason of any order made by Court made under Part IVA of the Ordinance; (f) If lie gives the Company one month’s notice in writing that he resigns his office. – 23 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 75(C) A Director may, subject to the provisions of the Ordinance and the interest of the Director being duly declared in accordance with Section 536 of the Ordinance, be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the shareholders for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. The Directors may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as they think fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company. 75(E) Where arrangements are under consideration concerning the appointment (including the arrangement, remuneration or variation of the terms thereof, or the termination thereof) of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in such case each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment (or the arrangement or variation of the terms thereof or the termination thereof) and (in the case of an office or place of profit with any such other company as aforesaid). where the other company is a company in which the Director together with any of his associates own 5 per cent, or more of the issued shares of any class of the voting equity share capital of such company or of the voting rights of any class of shares of such company (other than shares which carry no voting rights at general meetings and no or nugatory dividend and return of capital rights). – 24 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 75(F) Subject to the next paragraph of this Article and declaration of the nature and extent of the director’s interest under Section 536 of the Ordinance, no Director or proposed or intended Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any contract with regard thereto or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the shareholders for any remuneration, profit or other benefits realised by any such contract or arrangement, by reason only of such Director holding that office or the fiduciary relationship thereby established. 75(G) A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare his interest at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest then exists, or in any other case at the first meeting of the Directors after he knows that he is or has become so interested. For the purposes of this Article, a general notice to the Directors by a Director to the effect that (a) he is a shareholder of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm or (b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him, shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement; provided that no such notice shall be effective unless either it is given at a meeting of the Directors or the Director takes reasonable steps to secure that it is brought up and read at the next meeting of the Directors after it is given. – 25 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) If a Director or any of his associates or an entity connected with the Director is, in any way, whether directly or indirectly, interested in a transaction, arrangement or contract or a proposed transaction, arrangement or contract with the Company, the Director shall, if such transaction, arrangement or contract or proposed transaction, arrangement or contract is significant in relation to the Company’s business and the Director’s interest or the interest of his associate or the entity connected with the Director (as applicable) is material, declare the nature and extent of his interest or the interest of his associate or the entity connected with him (as applicable) to other Directors in the following manner, subject to the Companies Ordinance and these Articles and any requirements prescribed by the Company for the declarations of interests of Directors in force from time to time: (i) A declaration of interest by a Director in a transaction, arrangement or contract that has been entered into must be made as soon as reasonably practicable and a declaration of interest by a Director in a proposed transaction, arrangement or contract must be made before the Company enters into the transaction, arrangement or contract. (ii) A declaration of interest by a Director must be made at a Directors’ meeting, made by a notice in writing and sent by the Director to the other Directors or made by a general notice by the Director. (iii) A notice for the purposes of this Article must be sent in hard copy form or, if the recipient has agreed to receive it in electronic form, in the electronic form so agreed and by hand or by post or, if the recipient has agreed to receive it by electronic means, by the electronic means so agreed. – 26 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) (iv) If a declaration to Directors is made by notice in writing, the making of the declaration is to be regarded as forming part of the proceedings at the next Directors’ meeting after the notice is given and Section 481 of the Companies Ordinance applies as if the declaration had been made at that meeting. (v) A general notice by a Director is a notice to the effect that the Director has an interest (as member, officer, employee or otherwise) in a body corporate or firm specified in the notice, and is to be regarded as interested in any transaction, arrangement or contract that may, after the effective date of the notice, be entered into by the Company with the specified body corporate or firm or the Director is connected with a person specified in the notice (other than a body corporate or firm), and is to be regarded as interested in any transaction, arrangement or contract that may, after the effective date of the notice, be entered into by the Company with the specified person. (vi) A general notice must state the nature and extent of the Director’s interest in the specified body corporate or firm or the nature of the Director’s connection with the specified person. A general notice must be given at a Directors’ meeting or in writing and sent to the Company. A general notice given at a Directors’ meeting takes effect on the date of the Directors’ meeting. A general notice given in writing and sent to the Company takes effect on the twenty-first day after the day on which it is sent to the Company. – 27 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 75(H)(i) to (vii) A Director shall not be entitled to vote on (nor be counted in the quorum) on any resolution of the Directors in respect of any contract or arrangement or proposal whatsoever in which he or any of his associate(s) or any entity connected with him has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely: (i) any arrangement for the giving of any security or indemnity to such Director or his associate(s) or any entity connected with him in respect of money lent or obligations incurred or undertaken by him or any of his associate(s) or any entity connected with him at the request of or for the benefit of the Company or any of its subsidiaries; (ii) any arrangement for the giving of any security to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or any of his associate(s) or any entity connected with him has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security; (iii) any contract or arrangement by the Director or his associate(s) or any entity connected with him to subscribe for shares or debentures or other securities of the Company to be issued pursuant to any offer or invitation to the members or holders of debentures or securities of the Company or to the public which does not provide the Director or any of his associate(s) or any entity connected with him any privilege not accorded to any other members or holders of debentures or securities of the Company or to the public; – 28 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) (iv) any proposal concerning an offer of the shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) or any entity connected with him is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer and/or for the purpose of making any representations, the giving of any covenants, undertakings or warranties or assuming any other obligations in connection with such offer; (v) any arrangement concerning any company in which the Director or any of his associate(s) is/are interested only, directly or indirectly as an officer and/or executive and/or shareholder or in which the Director or any of his associate(s) is/are beneficially interested in the shares of that company, provided that he and/or any of his associate(s) is/are not, beneficially interested in five per cent. or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights; (vi) (v) any arrangement concerning the adoption, modification or operating of any employees’ share scheme or any share incentive or share option scheme under which he or his associate(s) or any entity connected with him may benefit; – 29 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) (vii) (vi) any arrangement for the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors or any of his associate(s) or any entity connected with him and employees of the Company or any of its subsidiaries or its associated companies and does not provide in respect of any Director or any of his associate(s) or any entity connected with him as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates. 75(I) A company shall be deemed to be a company in which a Director together with any of his associates owns 5 per cent. or more of any class of the voting, equity share capital of such company or of the voting rights of any class of shares of such company if and so long as (but only if and so long as) he together with his associates is (either directly or indirectly) the holder of or beneficially interested in 5 per cent, or more of any class of the issued voting equity share capital of such company (or of any third company, other than the Company or any of its subsidiaries, through which his interest is derived) or of the voting rights of any class of shares of the company. For the purpose of this paragraph there shall be disregarded any shares held by a Director as bare or custodian trustee and in which he has no beneficial interest, any shares comprised in a trust in which the Director’s interest is in reversion or remainder if and so long as some other person is entitled to receive the income thereof, any shares comprised in an authorised unit trust scheme in which the Director is interested only as a unit holder, and shares which carry no voting right at general meetings and no or nugatory dividend and return of capital rights. – 30 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 75(J) Where a company (other than a company which is a wholly owned subsidiary of the Company or a subsidiary or associated company of the Company in the voting equity capital of which neither the Director nor any of his associates has any interests) in which a Director together with any of his associates hold 5 per cent. or more of any class of the voting equity share capital of such company or of the voting rights of any class of shares available to shareholders of the company is materially interested in a transaction, then that Director shall also be deemed materially interested in such transaction. n/a For the purpose of this Article, reference to an entity connected with a director shall be construed in accordance with s486 of the Ordinance. 81 The Company at the Annual General Meeting at which any Director retires in manner aforesaid may fill up the vacated office, and may fill up any other offices which may then be vacant, by electing the necessary number of persons, unless the Company shall determine to reduce the number of Directors in office. The Company may also at any Extraordinary General Meeting, on notice duly given, fill up any vacancies in the office of Director or appoint additional Directors provided that the maximum number fixed as hereinbefore mentioned is not exceeded. – 31 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 96 The Board shall provide for the safe custody of the Seal, and the Seal shall never be used except by the authority of the Board previously given, and two Members of the Board or any two persons appointed by the Board shall sign every instrument to which the seal is affixed but so that the Directors may by resolution determine, either generally or in any particular case, that the signatures of any one or more Directors or persons appointed by the Board may be affixed to or reproduced on any document or documents by some mechanical means to be specified in such resolution, or one or more of such signatures may be entirely dispensed with, provided that entirely dispensing with one or more signatures shall only be permitted in connection with the use of the Company’s Seal on share certificates or debentures. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Directors previously given. 106 The Directors may, with the sanction of the Company in General Meeting, distribute in kind among the Members by way of Dividend any of the assets of the Company, and in particular any shares or securities of other companies to which this Company is entitled. Whenever there are sufficient profits, instead of dividing the same in cash the Directors may, with the like sanction issue to the Members Shares in the Company, and apply the said profits in paying up the same, or may issue to the Members securities of the Company to an amount not exceeding the profits available for distribution: Provided always that no distribution shall be made which would amount to a reduction of Capital except in the manner appointed by law. Where requisite, a Contract shall be filed in accordance with Section 45 142 of the Ordinance, and the Directors may appoint any person to sign such Contract on behalf of the persons entitled to the Dividend, and such appointment shall have effect accordingly. – 32 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 111 At the Annual General Meeting in every year the Directors shall lay before the Company a Profit and Loss Account for the period since the preceding account or (in the case of the first Annual General Meeting) since the incorporation of the Company, made up to a date not more than nine six months before such Meeting. 112 A balance sheet shall be made out and laid before the Company at the Annual General Meeting in every year, as at the date to which the Profit and Loss Account is made up. There shall be attached or annexed to each such Balance Sheet such documents as are required by law to be attached or annexed thereto, including the Auditors’ Report and a report of the Directors with respect to the state of the Company’s affairs, the amount (if any) which the Directors recommend should be paid by way of Dividend, and the amount (if any) which they propose to carry to the Reserve Fund, General Reserve, or Reserve Account shown specifically on the Balance Sheet or to be shown specially on a subsequent balance sheet. The Auditors’ Report shall be read at the Meeting and shall be open to inspection as required by Section 141 374 of the Ordinance. 114 Auditors shall be appointed and their duties regulated in the manner provided by Sections 131, 140 and 141 of in the Ordinance. – 33 – APPENDIX III MAJOR CHANGES OF THE EXISTING ARTICLES INTRODUCED BY THE NEW ARTICLES Article Nos. in the Existing Articles Provision in the New Articles (showing changes of the Existing Articles) 122 The Company in general meeting may, upon the recommendation of the Directors, resolve that any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts, or in the hands of the Company and available for dividend or otherwise available for distribution and not required for the payment or provision of the dividend on any shares with a preferential right to dividend, be capitalised and distributed among such of the members as would be entitled to receive the same if distributed by way of dividend and in the same proportions, or among such of the members or such other persons and in such different proportions as recommended by the Directors (such non-pro rata distribution is to be approved by the Company in general meeting on every occasion when the Directors recommend the same), and that the same be applied on behalf of such members or such other persons either in or towards paying up in full any unpaid shares, or paying up in full, at par or at such premium as the resolution may provide, any unissued shares or debentures of the Company which shall be allotted, issued and distributed among such members or such other persons and in such proportions as the resolution may provide, and the Directors shall give effect to such resolution. – 34 – NOTICE OF ANNUAL GENERAL MEETING NEPTUNE GROUP LIMITED 海王國際集團有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 00070) NOTICE IS HEREBY GIVEN that the annual general meeting of Neptune Group Limited (“Company”) will be held at Basement 2, Unicorn & Phoenix Room, the Charterhouse Causeway Bay, 209-219 Wanchai Road, Hong Kong on 28 November 2014 at 2:30 p.m. for the following purposes: ORDINARY RESOLUTIONS 1. To receive and adopt the audited consolidated financial statements, the report of the directors and the independent auditors’ report of the Company for the year ended 30 June 2014. 2. (a-b) To re-elect Mr. Nicholas J. Niglio and Mr. Chan Shiu Kwong, Stephen as executive directors of the Company. 2. (c-d) To re-elect Mr. Yue Fu Wing and Mr. Chan Choi Kam as independent non-executive directors of the Company. 2. (e) To authorise the board of directors of the Company (the “Board”) to fix the directors’ remuneration. 3. To re-appoint auditors of the Company and authorise the Board to fix their remuneration. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions: 4. “THAT: (a) subject to paragraph (c) below, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares (each a “Share”) of HK$0.01 each in the share capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers, be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) above shall authorise the directors of the Company (the “Directors”) during the Relevant Period (as defined below) to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers after the expiration of the Relevant Period; – 35 – NOTICE OF ANNUAL GENERAL MEETING (c) the aggregate nominal amount of the share capital of the Company allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to or in consequence of: (i) a Rights Issue (as defined below); or (ii) the exercise of any option granted under any share option scheme or similar arrangements adopted by the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants, convertible bonds, debentures, notes or any securities issued by the Company which are convertible into Shares, shall not exceed the aggregate of: (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution; and (bb) (provided that resolution 5 is passed) the aggregate nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and (d) for the purposes of this resolution: “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest 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 the articles of association of the Company, or the applicable laws of Hong Kong; (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors under this resolution; – 36 – NOTICE OF ANNUAL GENERAL MEETING “Rights Issue” means an offer of Shares, or an offer of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares whose names appear on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange).” 5. “THAT: (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase shares (each a “Share”) of HK$0.01 each in the share capital of the Company on the The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, be and is hereby generally and unconditionally approved; (b) the aggregate nominal amount of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and (c) for the purposes of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest 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 the articles of association of the Company or any other applicable laws of Hong Kong; or (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors under this resolution.” – 37 – NOTICE OF ANNUAL GENERAL MEETING 6. “THAT conditional upon the passing of resolutions nos. 4 and 5 above, the general mandate granted to the Directors pursuant to resolution no. 4 above be and is hereby extended by the addition to the aggregate nominal amount of shares of HK$0.01 each in the share capital of the Company which may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company pursuant to or in accordance with the authority granted under resolution no. 5 above.” SPECIAL RESOLUTION As a special resolution: 7. “THAT the existing Articles of Association of the Company (inclusive of all relevant provisions originally contained in the Memorandum of Association of the Company, which came to be regarded as provisions embodied in the Articles of Association of the Company under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) upon the commencement thereof) be revised as follows: (a) all existing Memorandum of Articles of Association of the Company be hereby abandoned; and (b) a new set of Articles of Association, in the form of a printed document marked “A” submitted to this meeting and for the purpose of identification signed by the Chairman thereof, be hereby approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company.” By Order of the Board Neptune Group Limited Danny Xuda Huang Chairman Hong Kong, 31 October 2014 Registered Office: Room 3328C, 33th Floor China Merchant Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong – 38 – NOTICE OF ANNUAL GENERAL MEETING Notes: (1) A shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles of Association of the Company, to vote on his/her behalf. A proxy need not be a shareholder of the Company but must be present in person at the meeting to represent the shareholder. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. (2) 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 thereof) must be deposited at the office of the Company’s share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited of Room 1712-16, 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 (as the case may be). Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting or any adjournment thereof should he/she so wish. (3) Completion and return of an instrument appointing a proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked. (4) As required under the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited, all of the above resolutions will be voted by way of poll. As at the date of this circular, the Board comprises (i) four executive Directors namely, Mr. Danny Xuda Huang, Mr. Nicholas J. Niglio, Mr. Chan Shiu Kwong, Stephen and Mr. Lin Chuen Chow Andy; and (ii) three independent non-executive Directors namely, Mr. Cheung Yat Hung, Alton, Mr. Yue Fu Wing and Mr. Chan Choi Kam. This notice will be published on the website of the Stock Exchange at http://www.hkexnews.hk and is available for reference on the website of the Company at http://www.neptunegroup.com.hk. – 39 –
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