Annual Report 2019
131 Transport International Holdings Limited 2019 Annual Report Directors’ Report Discloseable interests of shareholders in shares and short positions in shares, underlying shares and debentures (continued) Notes: 1 The interest disclosed by Sun Hung Kai Properties Limited (“SHKP”) includes the 146,372,795 shares disclosed by Arklake Limited, Hung Fat (Hop Kee) General Contractors Limited and Wister lnvestment Limited. 2 Under The Code on Takeovers and Mergers (the “Takeovers Code”), a person will be subject to mandatory offer obligations if such person acquires, whether by a series of transactions over a period of time or not 30% or more of the voting rights of a company. Such threshold was reduced from 35% to 30% with effect from 19 October 2001. However, transitional provisions apply where a person, or two or more persons acting in concert, holds 30% or more of the voting rights of a company but less than 35% of such voting rights immediately prior to 19 October 2001. For so long as such holding remains in this range and until 10 years after that date, the Takeovers Code shall be interpreted and applied as if the 30% trigger in Rules 26.1(a) and (b) of the Takeovers Code was 35% for such person or persons and such person or persons are not subject to the 2% creeper under Rules 26.1(c) and (d) of the Takeovers Code. In this regard, SHKP held 30% or more of the voting rights of the Company but less than 35% of such voting rights immediately prior to 19 October 2001, and the above transitional provisions apply to SHKP for so long as its holding remains within the range of 30% and 35% for a period of 10 years after 19 October 2001. With effect from 19 October 2011, the above transitional provisions expired and SHKP is subject to the 2% creeper under Rules 26.1(c) and (d) of the Takeovers Code. 3 The interest disclosed by Kwong Tai Holdings (PTC) Limited comprises 24,984,977 shares disclosed by Mr Ng Siu Chan and Ms Winnie Ng, both of whom are Directors of the Company. Purchase, sale or redemption of the Company’s shares During the year, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s own shares. Pre-emptive rights There is no provision for pre-emptive rights under either the Company’s Bye-laws or the laws in Bermuda. Senior management The Executive Director of the Company, Mr Roger Lee Chak Cheong, is a member of the senior management of the Group whose brief particulars are set out on page 120 of this Annual Report.
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