TIDMACHL
RNS Number : 3938P
Asian Citrus Holdings Ltd
03 October 2011
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this announcement, 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 announcement.
ASIAN CITRUS HOLDINGS LIMITED
*
(Incorporated in Bermuda with limited liability)
(Stock Code: HKSE:73; AIM:ACHL)
ANNOUNCEMENT IN RELATION TO
THE CIRCULAR OF RE-ELECTION OF DIRECTORS
GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
Reference is made to the circular of the Company dated 20
September 2011.
The Company would like to provide further information in regards
to the effect of the Hong Kong Takeovers Code and the biographies
of the Directors who will be seeking re-election.
Reference is made to the circular of the Company dated 20
September 2011.
Unless otherwise defined, capitalised terms used in this
announcement shall be the same as those used in the circular of the
Company dated 20 September 2011 in relation to the re-election of
directors, general mandate to issue and repurchase shares and
notice of annual general meeting.
1) The Company wishes to provide further information on the
effect of the Hong Kong Takeovers Code.
At the Latest Practicable Date, to the best of the knowledge of
the Company, Mr. Tong Wang Chow and his associates were deemed to
be interested in 279,119,919 shares, representing approximately
22.97% of the issued share capital of the Company. In the event of
the Directors exercising in full the powers to repurchase shares
pursuant to the Repurchase Mandate, assuming that no share is sold
by Mr. Tong Wang Chow and his associates, the shareholding of Mr.
Tong Wang Chow and his associates would be increased to
approximately 25.52%. The Directors are not aware of any general
offer obligation which will arise under Rule 26 of the Hong Kong
Takeover Code as a result of any repurchase made under the
Repurchase Mandate.
2) The Company wishes to provide further information on the
biographies of the Directors who will be seeking re-election.
Mr. TONG Wang Chow, Executive Chairman and Chief Executive
Officer and a member of the Remuneration Committee
As at the Latest Practicable Date, Mr. Tong had personal
interests of 200,000 shares, corporate interests of 275,069,919
shares and 3,850,000 share options under the share option scheme
within the meaning of Part XV of the SFO.
Mr. Tong has entered into the service agreement with the
Company. His remuneration package includes basic salary, benefits
and share options. For the financial year ended 30 June 2011, total
amount of his emoluments was approximately RMB2,737,000.
Mr. Tong is not appointed for a specific term but subject to
retirement by rotation and re-election at the annual general
meeting pursuant to the Bye-Laws. Mr. Tong will retire and being
eligible, will offer himself for re-election at the forthcoming
annual general meeting.
Save as disclosed above, there are no other matters concerning
Mr. Tong that need to be brought to the attention of shareholders
and there is no other information to be disclosed pursuant to the
requirements of Rule 13.51(2) of the Listing Rules.
Mr. SUNG Chi Keung, Finance Director and Company Secretary
Mr. Sung is not related to any other directors, senior
management or substantial shareholders of the Company.
As at the Latest Practicable Date, Mr. Sung had personal
interests of 520,000 shares and 4,560,000 share options under the
share option scheme within the meaning of Part XV of the SFO.
Mr. Sung has entered into the service agreement with the
Company. His remuneration package includes basic salary, benefits
and share options. For the financial year ended 30 June 2011, total
amount of his emoluments was approximately RMB3,469,000.
Mr. Sung is not appointed for a specific term but subject to
retirement by rotation and re-election at the annual general
meeting pursuant to the Bye-Laws. Mr. Sung will retire and being
eligible, will offer himself for re-election at the forthcoming
annual general meeting.
Save as disclosed above, there are no other matters concerning
Mr. Sung that need to be brought to the attention of shareholders
and there is no other information to be disclosed pursuant to the
requirements of Rule 13.51(2) of the Listing Rules.
Hon Peregrine MONCREIFFE
Mr. Moncreiffe is not related to any other directors, senior
management or substantial shareholders of the Company.
As at the Latest Practicable Date, Mr. Moncreiffe had personal
interests of 450,000 shares and 500,000 share options under the
share option scheme within the meaning of Part XV of the SFO.
Mr. Moncreiffe has entered into letters of appointment in
connection with his services to the Company. His remuneration
package includes director fee, benefits and share options. For the
financial year ended 30 June 2011, total amount of his emoluments
was approximately RMB759,000.
Mr. Moncreiffe has been appointed by the Company for a term of
three years until 16 November 2012. Such an appointment may be
terminated by either party by a written notice of not less than
three months. He is, however, subject to retirement by rotation and
re-election at the annual general meeting pursuant to the Bye-Laws.
Mr. Moncreiffe will retire and being eligible, will offer himself
for re-election at the forthcoming annual general meeting.
Save as disclosed above, there are no other matters concerning
Mr. Moncreiffe that need to be brought to the attention of
shareholders and there is no other information to be disclosed
pursuant to the requirements of Rule 13.51(2) of the Listing
Rules.
Mr. TONG Hung Wai, Tommy, Sale and Marketing Director
As at the Latest Practicable Date, Mr. Tong had 1,900,000 share
options under the share option scheme within the meaning of Part XV
of the SFO.
Mr. Tong has entered into the service agreement with the
Company. His remuneration package includes basic salary, benefits
and share options. For the financial year ended 30 June 2011, total
amount of his emoluments was approximately RMB1,791,000.
Mr. Tong is not appointed for a specific term but subject to
retirement by rotation and re-election at the annual general
meeting pursuant to the Bye-Laws. Mr. Tong will retire and being
eligible, will offer himself for re-election at the forthcoming
annual general meeting.
Save as disclosed above, there are no other matters concerning
Mr. Tong that need to be brought to the attention of shareholders
and there is no other information to be disclosed pursuant to the
requirements of Rule 13.51(2) of the Listing Rules.
By Order of the Board
ASIAN CITRUS HOLDINGS LIMITED
Tong Wang Chow
Chairman
Hong Kong, 3 October 2011
As at the date of this announcement, the board of directors of
the Company comprises five executive directors, namely Mr. Tong
Wang Chow, Mr. Tong Hung Wai, Tommy, Mr. Cheung Wai Sun, Mr. Pang
Yi and Mr. Sung Chi Keung; two non-executive directors, namely Mr.
Ip Chi Ming and Hon Peregrine Moncreiffeand four independent
non-executive directors, namely Mr. Ma Chiu Cheung, Andrew, Mr.
Nicholas Smith, Mr. Yang Zhenhan and Dr. Lui Ming Wah, SBS JP.
* For identification purposes only
For further enquires:
Asian Citrus
Eric Sung, Finance Director +852 2559 0323
Seymour Pierce Limited
Nandita Sahgal, Jonathan Wright (NOMAD) 020 7101 8000
Leti McManus, Richard Redmayne, (Broking)
Weber Shandwick Financial 020 7067 0700
Nick Oborne, Stephanie Badjonat,
John Moriarty
This information is provided by RNS
The company news service from the London Stock Exchange
END
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