NOTICE IS HEREBY GIVEN that a special general meeting of Yau Lee Holdings Limited (the "Company") will be held at 10th Floor, Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong on Tuesday 17 October, 2000 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions of the Company:-
1. "THAT with effect from the commencement of business on the business day immediately following the day on which this resolution is passed and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting a listing of and permission to deal in the issued shares of HK$0.20 each of the Company arising from the share consolidation referred to in this resolution:
(i) the Company's existing issued and unissued 4,000,000,000 shares of HK$0.05 each (the "Existing Shares") be consolidated on the basis of four Existing Shares being consolidated into one share of HK$0.20 (the "Share Consolidation"); and
(ii) the directors of the Company be and they are hereby authorised to do all such acts and things as they consider necessary or expedient in connection with the Share Consolidation."
2. "THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting approval of the 2000 share option scheme of the Company (the "Scheme"), the rules of which are contained in the document marked "A" produced to the meeting and for the purposes of identification signed by the Chairman thereof, and the granting of any options thereunder (the "Options") and the listing of and permission to deal in the shares (i.e. shares of HK$0.20 each (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of such shares from time to time of the Company) (the "Shares")) to be issued pursuant to the exercise of any such Options,
(a) the Scheme be and it is hereby approved and adopted and the directors of the Company be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Scheme including but without limitation:
(i) to administer the Scheme under which Options will be granted to employees eligible under the Scheme to subscribe for Shares in the capital of the Company;
(ii) to modify and/or amend the Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the Scheme relating to modification and/or amendments;
(iii) to issue and allot from time to time such number of Shares in the capital of the Company as may be required to be issued pursuant to the exercise of the Options under the Scheme provided always that the maximum number of Shares to be issued pursuant to the Scheme together with any shares subject to any other share option scheme remaining outstanding shall not exceed 10 per cent. of the issued share capital of the Company (excluding any Shares of the Company issued pursuant to the Scheme) from time to time;
(iv) to make application at the appropriate time or times to the Stock Exchange, and any other stock exchanges upon which the issued shares of the Company may for the time being be listed, for listing of and permission to deal in any Shares which may hereafter from time to time be issued and allotted pursuant to the exercise of the Options under the Scheme;
(v) to consent, if it so deems fit and expedient to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the Scheme; and
(b) upon the Scheme becoming unconditional, no further options will be granted under the share option scheme of the Company adopted on 5 August 1991 ("1991 Share Option Scheme") but in all other respects, the provisions of the 1991 Share Option Scheme shall remain in full force and effect in respect of options which have been granted prior to the adoption of the 2000 Share Option Scheme and such options shall continue to be exercisable in accordance with their terms of issue."
3. "THAT subject to and conditional upon the VHSoft Scheme (as hereinafter defined) being approved by the shareholders of VHSoft Technologies Company Limited ("VHSoft"), the rules of the share option scheme of VHSoft (the "VHSoft Scheme"), the terms of which are contained in the document marked "B" produced to the meeting and for the purposes of identification signed by the Chairman thereof be and it is hereby approved and the directors of the Company be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the VHSoft Scheme.
4. "THAT
(i) the general mandate granted to the directors of the Company to exercise the power of the Company to allot shares in the capital of the Company pursuant to Ordinary Resolution No. 5(B) passed by the shareholders of the Company at its annual general meeting held on 21st August 2000, to the extent not exercised by the directors of the Company, be and is hereby revoked provided that any exercise of powers of the Company to allot and issue shares in the capital of the Company prior to the passing of this resolution shall not, in any way, be affected or prejudiced;
(ii) subject to sub-paragraph (iv) of this Resolution, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
(iii) the approval in paragraph (ii) of this Resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(iv) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (i) of this Resolution, otherwise than pursuant to (a) a rights issue (as defined in paragraph (v) below); (b) an issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company; or (c) an issue of shares of the Company as scrip dividends pursuant to the Bye-laws of the Company from time to time; or (d) an issue of shares of the Company under any option scheme or similar arrangement for the grant or issue to employees of the Company and/or any of its subsidiaries of shares of the Company, or rights to acquire shares of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution, and the said approval shall be limited accordingly; and
(v) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:-
(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the period within which the next annual general meeting of the Company is required by law or the Bye-laws of the Company to be held; or
(c) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.
"rights issue" means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company whose names appear on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company 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 in, any territory applicable to the Company)."
5. "THAT:
(i) the general mandate granted to the directors of the Company to exercise the power of the Company to purchase its own securities pursuant to Ordinary Resolution No. 5(A) passed by the shareholders of the Company at its annual general meeting held on 21st August 2000, to the extent not exercised by the directors of the Company, be and is hereby revoked provided that any exercise of powers of the Company to repurchase securities prior to the passing of this resolution shall not, in any way, be affected or prejudiced;
(ii) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase shares in the capital of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;
(iii) the aggregate nominal amount of shares of the Company which may be purchased by the Company pursuant to the approval in paragraph (ii) above 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 said approval shall be limited accordingly;
(iv) for the purpose of this Resolution,
"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of;
(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the period within the next annual general meeting of the Company is required by law or the Bye-laws of the Company to be held; or
(c) the revocation or variation of authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting."
6. "THAT conditional upon Resolutions Nos. 4 and 5 set out in the notice of this meeting being passed, the aggregate nominal amount of shares in the capital of the Company which are purchased by the Company under the authority granted to the directors of the Company by such resolution shall be added to the aggregate nominal amount of shares in the capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to Resolution No.4 set out in the notice of this meeting."
By Order of the Board
Yau Lee Holdings Limited
Chui Man Leung Everett
Company Secretary
Hong Kong, 26 September, 2000
| Principal Office:- 10th Floor, Tower 1 Enterprise Square 9 Sheung Yuet Road Kowloon Bay Kowloon Hong Kong | Registered Office:- Clarendon House Church Street Hamilton HM11 Bermuda |
Notes:-
1. Any member entitled to attend and vote at the Special General Meeting shall be entitled to appoint another person as this proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company.
2. To be valid, a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the principal office of the Company at 10th Floor, Tower 1 Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong not less than 48 hours before the appointed time for holding the Special General Meeting or any adjournment hereof.
3. A form of proxy for use at the Special General Meeting is enclosed herewith. The form of proxy must be lodged at the principal office of the Company not less than 48 hours before the time appointed for the meeting. Completion and return of the form-of proxy will not preclude a member from attending and voting in person.
Please also refer to the published version of this announcement in the South China Morning Post, Hong Kong Economic Times and Hong Kong Economic Journal.
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