In order to view this page you need Flash Player 9+ support!
Include a link to bypass the detection if you wish.

Get Adobe Flash player

Shareholders’ right pursuant to the disclosure requirements under Listing Rules and Corporate Governance Code of The Stock Exchange of Hong Kong Limited


(a)   How shareholders can convene an extraordinary general meeting


Pursuant to Article 67 of the Articles of Association of the Company, extraordinary general
meeting(s) shall be convened as provided by the Companies Ordinance.


Pursuant to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), shareholder(s) representing at least 5% of the total voting rights of all the shareholders having a right to vote at general meetings may request in writing to call an extraordinary general meeting.


The written request:

(i) must state the general nature of the business to be dealt with at the meeting and may include the text of a resolution that may properly be moved and is intended to be moved at the meeting (in case if the resolution is to be proposed as a special resolution, the written request should include the text of the resolution and specify the intention to propose the resolution as a special resolution);
(ii) must be signed by the requisitionist(s); and
(iii) may either be deposited at the registered office of the Company at Level 19, 28 Hennessy Road, Hong Kong in hard copy form or sent in electronic form by email at co.sec@swhyhk.com.


The Board must call an extraordinary general meeting within 21 days after the date on which they become subject to the requirement and the extraordinary general meeting so called must be held on a date not more than 28 days after the date of the notice convening the extraordinary general meeting.


If the Board does not proceed to convene the extraordinary general meeting as aforesaid, the requisitionist(s), or any of them representing more than one half of the total voting rights of all of them, may themselves call an extraordinary general meeting, provided that any extraordinary general meeting so convened is held within 3 months after the date on which the Board becomes subject to the requirement to call an extraordinary general meeting.  Any reasonable expenses incurred by the requisitionist(s) by reason of the failure of the Board duly to call an extraordinary general meeting must be reimbursed by the Company.


(b)   The procedures by which enquiries may be put to the board and sufficient contact details to enable these enquiries to be properly directed


Shareholders and other stakeholders may send their enquiries and concerns to the Board by addressing them to Company Secretary, whose contacts are listed below:


Registered Office: Level 19, 28 Hennessy Road, Hong Kong
Email: co.sec@swhyhk.com


(c)    The procedures and sufficient contact details for putting forward proposals at annual general meetings


Any shareholder(s) satisfying the following conditions can request in writing to move a resolution at an annual general meeting:

(i) shareholder(s) representating at least 2.5% of the total voting rights of all the shareholders who have a right to vote on the resolution at the annual general meeting to which the requests relate; or
(ii) at least 50 shareholders who have a right to vote on the resolution at the annual general meeting to which the requests relate.


The written request:

(i) must identify the resolution of which the notice is to be given;
(ii) must be signed by the requisitionist(s); and
(iii) may either be deposited at the registered office of the Company at Level 19, 28 Hennessy Road, Hong Kong in hard copy form or sent in electronic form by email at co.sec@swhyhk.com, not later than 6 weeks before the annual general meeting to which the requests relate; or if later, the time at which notice is given of that annual general meeting.


(d)   The procedures for shareholders to propose a person for election as a director


Pursuant to Article 108 of the Articles of Association of the Company, if a shareholder wish to propose a person other than a retiring director for election as a director at a general meeting, notice in writing of the intention to propose that person for election as a director and notice in writing by that person of his willingness to be elected shall have been given to the Company during a period of not less than 7 days commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than 7 days prior to the date appointed for the meeting.


March 2014