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Pursuant to the Bye-laws of the Company and the laws of Bermuda, the Company may in general meeting by ordinary resolution of the shareholders of the Company elect any person to be a Director either to fill a vacancy or to act as an additional Director up to the maximum number of Directors determined by the shareholders in general meeting. No person other than a Director retiring shall, unless recommended by the Directors, be eligible for election as a Director at any general meeting.
If a shareholder of the Company wishes to propose a person for election as a Director at the general meeting convened to deal with appointment/election of director(s), he/she shall serve the Company a written notice and follow the procedures as below which are subject to the Bye-laws of the Company, the laws of Bermuda and The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”):-
1. For facilitating the Company to issue and despatch the relevant information of the proposed candidate to the shareholders on a timely basis, the written notice should be deposited at the Company’s Hong Kong office at 11th Floor, LiFung Tower, 888 Cheung Sha Wan Road, Kowloon, Hong Kong for the attention of the company secretary of the Company.
2. The written notice must state (i) the full name of the proposed candidate, (ii) his/her biographical details as required by Rule 13.51(2) of the Listing Rules and/or relevant information as required by the Listing Rules or applicable legislation from time to time, (iii) contact details of the proposing shareholder and the proposed candidate and (iv) be signed by the proposing shareholder and the proposed candidate indicating his/her willingness to be elected and consent to the publication of his/her personal information.
3. The period for lodgment of the written notice will commence on the day after the despatch of the notice of the general meeting and end no later than seven (7) days prior to the date of such meeting, provided that such period shall be at least seven (7) days.
4. If the written notice is received less than fifteen (15) business days prior to that general meeting, the Company may need to consider adjournment of the general meeting in order to (i) assess the suitability of the proposed candidate; and (ii) publish an announcement or circulate a supplementary circular in relation to the proposal to the shareholders at least fourteen (14) clear days and not less than ten (10) business days prior to the general meeting.
Shareholders who have enquiries about the above procedures may write to the Company Secretary at the Company’s Hong Kong office at 11th Floor, LiFung Tower, 888 Cheung Sha Wan Road, Kowloon, Hong Kong.