1.1 The provisions for a shareholder to propose a person for election as a director of New World Department Store China Limited (the“Company”) are laid down in Article 88 of the Company's Articles of Association.
1.2 Extract of Article 88 is set out below:
“No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgement of such Notice(s) shall commence on the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”
1.3 Terms in paragraph 1.2 shall have the following meanings:
|“Board” or “Directors”||the board of directors of the Company or the directors present in a meeting of directors of the Company at which a quorum is present|
|“head office”||such office of the Company as the Directors may from time to time determine to be the principal office of the Company|
|“Member”||a duly registered holder from time to time of the shares in the capital of the Company|
|“Notice”||written notice unless otherwise specifically stated and as further defined in the Articles of Association of the Company|
|“Registration Office”||in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered|
2.1 If the notice from a shareholder of the Company (the“Shareholder”) to propose a person for election as a director at the general meeting where such notice is received by the Company before publication of the notice of general meeting, the Company shall disclose the details required under Rule 13.51(2) of the Listing Rules of such person proposed to be elected as a director pursuant to Rule 13.74 of the Listing Rules.
2.2 If the notice from a Shareholder to propose a person for election as a director at the general meeting where such notice is received by the Company after publication of the notice of general meeting, pursuant to Rules 13.70 and 13.74 of the Listing Rules, the Company shall:
○ publish an announcement or issue a supplementary circular upon receipt of such notice;
○ include in the announcement or supplementary circular the particulars of such person proposed to be elected as a director required under Rule 13.51(2) of the Listing Rules; and
○ assess whether or not it is necessary to adjourn the meeting of the election to give Shareholders at least 10 business days (as defined in the Listing Rules) to consider the relevant information disclosed in the announcement or supplementary circular.
3.1 If a Shareholder wishes to propose a person (the“Candidate”) for election as a director of the Company at a general meeting whether this should be any general meeting or a general meeting appointed for such election, he/she shall deposit a written notice (the“Notice”) at the Company's head office at 7th Floor, 88 Hing Fat Street, Causeway Bay, Hong Kong (attention to: Company Secretary) or the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (attention to: Mr. Ricky Lee).
3.2 The Notice (i) must include the personal information of the Candidate as required by Rule 13.51(2) of the Listing Rules; and (ii) must be signed by the Shareholder concerned and signed by the Candidate indicating his/her willingness to be elected and consent of publication of his/her personal information.
3.3 If the Notice is submitted after the dispatch of the notice of general meeting appointed for such election, the period for lodgment of the Notice shall commence on the day after the dispatch of the notice of general meeting and end no later than seven days prior to the date of such general meeting. In any event, the minimum length of the period during which any Notice to be given shall be at least seven days.
3.4 In order to allow the Shareholders sufficient time to receive and consider the proposal of election of the Candidate as a director of the Company, Shareholders are urged to submit and lodge the Notice as early as practicable.
Note: If there is any inconsistency between the English and Chinese versions of this document, the English version shall prevail.
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