Corporate Governance

Shareholders’ Rights

Shareholders’ rights are set out in a number of sources, such as the Company’s New Bye-laws (the “New Bye-laws”), the Companies Act 1981 (the “Act”) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). With reference to the above sources, the Company sets out below details of shareholders’ rights in the following aspects:

1. The way in which shareholders of the Company (“Shareholders”) can convene a special general meeting

Pursuant to bye-law 58 of the New Bye-laws and Section 74 of the Act, Shareholders holding at the date of deposit of the requisition not less than one-tenth of the paid-up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the board of directors of the Company (the “Board”) or the secretary of the Company (the “Company Secretary”), to require a special general meeting to be called by the Board for the transaction of any business specified in such requisition.

The requisition must be signed by the requisitionists and deposited at the registered office of the Company at 22/F., Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong (the “Registered Office”) for the attention of the Company Secretary.

The requisition will then be verified with the Company’s Branch Share Registrars and Transfer Office in Hong Kong and upon its confirmation that the requisition is proper and in order, the Company Secretary will forward the requisition to the Board and the Board shall convene and hold such general meeting within 2 months after the deposit of such requisition. Moreover, if within 21 days of such deposit, the Board fails to proceed to convene such general meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the said date.

2. The procedures for sending enquiries to the Board

Shareholders and other stakeholders may send their enquiries and concerns in writing to the Board by addressing them to the Company Secretary at the Registered Office and the Company Secretary shall then forward the same to the appropriate executives of the Company or members in the Board for further handling.

3. The procedures for making proposals at Shareholders’ meetings

To put forward proposals at an annual general meeting or a special general meeting, the Shareholders shall submit a written notice of those proposals with the detail contact information to the Company Secretary at the Registered Office. The request will be verified with the Company’s Branch Share Registrars and Transfer Office in Hong Kong and upon its confirmation that the request is proper and in order, the Company Secretary will ask the Board to include the resolution in the agenda for the general meeting.

Moreover, the notice period to be given to all the Shareholders for consideration of the proposals submitted by the Shareholders concerned varies as follows pursuant to bye-law 59(1) of the New Bye-laws:

  • (a) for an annual general meeting and any special general meeting at which the passing of a special resolution is to be considered, it shall be called by not less than 21 clear days’ notice (the notice period must include 20 clear business days under the Listing Rules’ requirement); and
  • (b) for all other special general meetings, they may be called by not less than 14 clear days’ notice (the notice period must include 10 clear business days under the Listing Rules’ requirement).

Hong Kong, 25 September 2012

The Procedures for a Shareholder to Propose a Person for Election as a Director

Pursuant to bye-law 88 of the New Bye-laws of the Company, no person other than a director of the Company retiring at the meeting shall, unless recommended by the directors of the Company for election, be eligible for election as a director of the Company at any general meeting unless written notice signed by a shareholder of the Company (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such written notice is given of his intention to propose such person for election and also such written notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office of the Company provided that the minimum length of the period, during which such written notice is given, shall be at least 7 days and that the period for lodgment of such written notice shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.

Accordingly, if a shareholder duly qualified to attend and vote at the annual general meeting of the Company, wishes to propose a person other than a retiring director of the Company for election as a director of the Company at the annual general meeting, he/she can deposit a written notice to that effect at the registered office of the Company, 22/F., Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong for the attention of the Company Secretary. In order for the Company to inform its shareholders of that proposal, the written notice must state the following:

  • 1. the intention to propose that person for election as a director of the Company; and
  • 2. the information of the person proposed for election as a director of the Company, includes the person’s biographical details as required by rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), and

be signed by the shareholder concerned and that person indicating his/her willingness to be elected as a director of the Company.

The period for lodgment of such written notice shall commence no earlier than the day after the dispatch of the notice of the annual general meeting and end no later than 7 days prior to the date of the annual general meeting. If the written notice is received less than 14 clear days (10 clear business days under the Listing Rules’ requirement) prior to the annual general meeting, the Company will need to consider the adjournment of the annual general meeting in order to allow shareholders 14 clear days’ notice (the notice period must include 10 clear business days under the Listing Rules’ requirement) of the proposal.

Hong Kong, 25 September 2012

Shareholders’ Communication Policy (“Policy”)

Principles and Purpose

The Company strives to provide its individual and institutional shareholders (collectively, “Shareholders”) and other stakeholders (including its potential investors) with balanced and understandable information about the Company for the purpose of enabling Shareholders to exercise their rights as shareholders effectively, encouraging Shareholders to engage actively with the Company and promoting effective communication with Shareholders and other stakeholders.

The board of directors of the Company (the “Board”) shall maintain an on-going dialogue with Shareholders and other stakeholders, and regularly review this Policy to ensure its effectiveness.

Details of this Policy are as follows:

1. Corporate Communication Note

1.1 Corporate communication will be published on the website of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (http://www.hkexnews.com.hk) in a timely manner as required by the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”).

1.2 Corporate communication will be provided to Shareholders and non-registered holders of the Company’s securities in both English and Chinese versions in a timely manner as required by the Listing Rules.

2. Corporate Website

2.1 Any information or documents of the Company posted on the Stock Exchange’s website will also be published on the Company’s website (http://www.htisec.com) under the “Information for Investors” section.

2.2 All press releases and other corporate information about the Company’s business developments, awards and achievements, corporate governance, and relations with shareholders and other stakeholders will also be available on the Company’s website.

3. Shareholders’ Meetings

3.1 The annual general meeting and other general meetings of the Company are primary forum for direct communication between the Company and Shareholders.

3.2 The Company shall provide Shareholders with relevant information on the resolution(s) proposed at a general meeting in a timely manner in accordance with the Listing Rules. The information provided shall be reasonably necessary to enable Shareholders to make an informed decision on the proposed resolution(s).

3.3 Shareholders are encouraged to participate in general meetings or to appoint proxies to attend and vote at the general meetings for and on their behalf if they are unable to attend the general meetings.

3.4 Where appropriate or required, either the Chairman or Deputy Chairman of the Board and other Board members, the chairman of board committees or their delegates, and the external auditor should attend general meetings of the Company to answer Shareholders’ questions (if any).

3.5 The chairman of the independent board committee (if any) should also be available to answer questions at any general meeting to approve a connected transaction or any other transaction that is subject to independent Shareholders’ approval.

3.6 The process of the Company’s general meeting will be monitored and reviewed on a regular basis, and, if necessary, changes will be made to ensure that Shareholders’ needs are best served.

4. Shareholders’ Enquiries

4.1 Shareholders should direct their enquiries about their shareholdings to the Company’s Branch Share Registrars and Transfer Office in Hong Kong, Tricor Investor Services Limited, via its hotline at (852) 2980 1333 or email address at is-enquiries@hk.tricorglobal.com, or going in person to Tricor Investor Services Public Office at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

4.2 The Company will not normally deal with verbal or anonymous enquiries about corporate governance or other matters to be put to the Board and the Company. Shareholders may send written enquiries to the Company, for the attention of the Company Secretary, by mail to 22/F., Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong.

5. Other Investor Relations Communication Platforms

5.1 Press conferences will be held on results announcement to explain the Company’s activities, performance and future plans and to enable better understanding of the Group by the public.

5.2 The Company will arrange media luncheons, invite media to attend corporate events, maintain regular communication with media via interviews and article contribution covering diverse topics and use its corporate website to disseminate its press releases, financial and other information relating to the Group and its business to the public in order to foster effective communication.

6. Shareholders’ Privacy

6.1 The Company recognises the importance of Shareholders’ privacy and will not disclose Shareholders’ information without their consent, unless required by law to do so.

Note: “Corporate communication” refers to any document issued or to be issued by the Company for the information or action of Shareholders, including but not limited to, (a) the directors’ report and annual accounts together with a copy of the auditor’s report, (b) the interim report, (c) a notice of meeting, (d) a listing document, (e) a circular and (f) a proxy form.

Hong Kong, 25 September 2012