(Incorporated in the Cayman Islands with limited liability)
New World Department Store China Limited
(Stock Code: 0825)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Annual General Meeting of the shareholders of New World Department Store China Limited (the “Company”) will be held at Meeting Room 201A (New Wing), Hong Kong Convention & Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Monday, 26 November 2007 at 9: for the following purpos:
1. To receive and consider the Audited Financial Statements and the Directors’ Report and Independent Auditor’s Report for the year ended 30 June 2007.
2. To re-elect the retiring Directors and to authorize the Board of Directors to fi x their remuneration.
3. To re-appoint Auditors and to authorize the Board of Directors to fi x their remuneration.
4. To consider, and if thought fi t, pass with or without modifi cations, the following resolutions as ordinary resolutions:
(1) “THAT:
(a) subject to paragraph (c) below, the exerci by the Directors of the Company during the Relevant Period (as hereinafter defi ned) of all the powers of the Company to allot and issue additional shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exerci of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authori the Directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exerci of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwi) by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwi than pursuant to (i) a Rights Issue (as hereinafter
篮球技术教学defi ned); or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or (iii) the exerci of any options under any share option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or right to acquire shares of the Company; or (iv) the exerci of
any rights under the bonds, warrants and debentures convertible into 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 this resolution and the said approval shall be limited accordingly; and
(d) for the purpos of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next Annual General Meeting of the Company;
(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by applicable law or the articles of association of the
Company to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (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 legal or practical problems or restrictions or obligations under the laws of, or the requirements of any recognid regulatory body or any stock exchange in any territory outside Hong Kong).”
拓展游戏(2) “THAT:
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(a) subject to paragraph (b) below, the exerci by the Directors of the Company during
the Relevant Period (as hereinafter defined) of all the powers of the Company to repurcha issued shares in the capital of the Company on The Stock Exchange of Hong K ong Limited (“Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and
which is recognized by the Securities and Futures Commission and the Stock Exchange for this purpo, subject to and in accordance with Cayman Islands law and all applicable laws and/or the Rules Governing the Listing of Securities on the Stock Exchange or the rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
应用化学专业(b) the aggregate nominal amount of the shares to be repurchad by the Directors of
the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period 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 this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
and
(c) for the purpos of this resolution:
“Relevant Period” means the period from the passing of this resolution until
whichever is the earlier of:
(i) the conclusion of the next Annual General Meeting of the Company;
(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by applicable law or the articles of association of the
Company to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
(3) “THAT:
conditional upon the passing of Ordinary Resolutions Nos. 4(1) and 4(2) as t out in the notice convening this meeting, the general unconditional mandate granted to the Directors of the Company pursuant to Ordinary Resolution No. 4(1) as t out in the notice convening this meeting be extended by the addition to the aggregate nominal value of the share capital of the Company which may be allotted or agreed to be allotted by the Directors pursuant to such general mandate of an amount reprenting the aggregate nominal value of the shares repurchad by the Company pursuant to the authority to repurcha shares granted pursuant to Ordinary Resolution No. 4(2) as t out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent of the aggregate nominal value of the share capital of the Company in issue as at the dat
e of this resolution.”
By order of the Board
Wong Kwok-kan, Kenneth
Company Secretary
Hong Kong, 31 October 2007
Notes:
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1. The register of members of the Company will be clod from Thursday, 22 November 2007
to Monday, 26 November 2007, both days inclusive, during which period no share transfers will be effected. In order to determine the identity of the shareholders who are entitled to attend the Company’s forthcoming Annual General Meetings, all share transfers accompanied by the relevant share certifi cates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4: on Wednesday, 21 November 2007.
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2. A member entitled to attend and vote at the above meeting is entitled to appoint one or more
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proxies to attend and, vote instead of him. A proxy need not be a member of the Company. 3. To be effective, the instrument appointing a proxy together with the power of attorney or
other authority, if any, under which it is signed or a certifi ed copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong K ong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
4. In accordance with articles 86(3) & 87(1) of the Company’s articles of association, Messrs.
Dr. Cheng Kar-shun, Henry, Mr. Au Tak-cheong, Mr. Cheng Chi-kong, Adrian, Mr. Cheung Fai-yet, Philip, Mr. Lin Tsai-tan, David, Mr. Wong Kwok-kan, Kenneth, Mr. Cheong Ying-chew, Henry, Mr. Chan Yiu-tong, Ivan, Mr. Tong Hang-chan, Peter and Mr. Yu Chun-fai, Henry will retire as Directors at the above meeting and being eligible, all the retiring Directors will offer themlves for re-election. Particulars of the said retiring Directors are t out in the Appendix I to the circular to the shareholders of the Company dated 31 October 2007.
5. The translation into Chine language of this notice is for reference only. In ca of any
inconsistency, the English version shall prevail.
6. As at the date of this notice, the non-executive Directors of the Company are Dr. Cheng Kar-
shun, Henry and Mr. Au Tak-cheong; the executive Directors of the Company are Mr. Cheng Chi-kong, Adrian, Mr. Cheung Fai-yet, Philip, Mr. Lin Tsai-tan, David, Mr. Wong K wok-kan, Kenneth, and Ms. Ngan Man-ying, Lynda; and the independent non-executive Directors of the Company are Mr. Cheong Ying-chew, Henry, Mr. Chan Yiu-tong, Ivan, Mr. Tong Hang-chan, Peter and Mr. Yu Chun-fai, Henry.
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