NOTICE IS HEREBY GIVEN that the annual general meeting (“Meeting”) of Leoch International Technology
Limited (the “Company”) will be held at 11:00 a.m. on Monday, 16 May 2011 at Plaza 3, Lower Lobby,
Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong for the following purposes:
As Ordinary Business
ORDINARY RESOLUTIONS
1. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (collectively, “Directors” and individually, a “Director”) and the auditors of the Company (“Auditors”) for the year ended 31 December 2010.
2. To re-elect the retiring Directors and to authorise the board of Directors (“Board”) to fix their remuneration.
3. To re-appoint Ernst & Young as Auditors and to authorise the Board to fix their remuneration.
As Special Business
ORDINARY RESOLUTIONS
4. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
“THAT:
(a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (e) of this Resolution) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.1 each in the capital of the Company (the “Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this Resolution shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period (as defined in paragraph (e) of this Resolution) to make or grant offers, agreements and options which would or might require the exercise of such powers at any time during or after the end of the Relevant Period (as defined in paragraph (e) of this Resolution);
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to:
(i) a Rights Issue (as defined in paragraph (e) of this Resolution);
(ii) an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;
(iii) an exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or such other persons eligible to participate in any such scheme(s) or arrangement of Shares or rights to acquire Shares;
(iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the
Company (the “Articles”) or a specific authority granted by the Shareholders in general meeting, 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 passing of this Resolution and the said approval shall be limited accordingly;
(d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(e) for the purpose of this Resolution:
(i) “Relevant Period” means the period from the passing of this Resolution until whichever is the arliest of:
(aa) the conclusion of the next annual general meeting of the Company;
(bb) the expiration of the period within which the next annual general meeting of the Company s required by the Articles or any applicable laws of the Cayman Islands to be held; or
(cc) the revocation or variation of the authority given under this Resolution by an ordinary esolution of the Shareholders in general meeting.
(ii) “Rights Issue” means an offer of Shares or other equity securities of the Company open for a eriod fixed by the Directors to the holders of Shares on the register of members of the Company on a fixed record date in proportion to their holdings of such Shares (subject to uch exclusions or other arrangements as the Directors may deem necessary or expedient in
relation to fractional entitlements or having regard to any restrictions or obligations under the aws of any relevant jurisdiction, or the requirements of, any recognised regulatory body or
any stock exchange in any territory outside the Hong Kong Special Administrative Region of he People’s Republic of China applicable to the Company).”
5. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary
resolution of the Company:
“THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this Resolution) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and regulations of Hong Kong, the Cayman Islands, the Articles and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved; (b) the aggregate nominal amount of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period (as defined in paragraph (d) of this Resolution) 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;
(c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and (d) for the purpose of this Resolution:“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest 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 the Articles or any applicable laws of the Cayman Islands to be held; or
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.”
6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary
resolution of the Company:
“THAT conditional upon the passing of Resolutions 4 and 5 set out in this notice of annual general eeting dated 16 May 2011 (the “AGM Notice”) convening this meeting, the aggregate nominal amount f share capital of the Company that may be allotted or agreed conditionally or unconditionally to be llotted by the Directors pursuant to and in accordance with the general mandate granted under Resolution set out in the AGM Notice be and is hereby extended by the addition thereto of the aggregate nominal mount of the shares in the capital of the Company which may be repurchased by the Company pursuant o and in accordance with the general mandate granted under Resolution 5 set out in the AGM Notice, rovided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the share apital of the Company in issue as at the date of passing of this Resolution.”
By Order of the Board of
LEOCH INTERNATIONAL TECHNOLOGY LIMITED
DONG LI
Chairman
Hong Kong, 8 April 2011
Notes:
1. The register of members of the Company will be closed from Thursday, 12 May 2011 to Monday, 16 May 2011 both days inclusive) during which period no transfer of share(s) will be effected. Members whose name appear n the register of members of the Company at the close of business on Wednesday, 11 May 2011 will be entitled
to attend and vote at the Meeting.
2. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to ttend and vote on his/her behalf. A shareholder who is the holder of two or more shares may appoint more than ne proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
3. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in espect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present t any meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted o the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in wich the names stand in the Register in respect of the joint holding. Several executors or administrators
of a deceased member in whose name any share stands shall for the purposes of the Article be deemed joint olders thereof.
4. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the Company’s ranch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, opewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the nnual general meeting or adjournment thereof.
5. Please refer to Appendix II of the circular of the Company dated 8 April 2011 for the details of the retiring irectors subject to re-election at the Meeting. s at the date of this notice, the executive Directors are Mr. Dong Li, Ms. Zhao Huan and Mr. Philip Armstrong oznesky and the independent non-executive Directors are Mr. An Wenbin, Mr. Cao Yixiong Alan and Mr. Liu
