New World Development Company Limited
80
Report of the Directors
Major Acquisition and Disposal
(continued)
8.
On 6 January 2016, the Company and Easywin Enterprises Corporation Limited (the “Offeror”), a wholly owned subsidiary of
the Company, announced a voluntary conditional cash offer by the Offeror to acquire all of the issued shares of NWCL, an
indirect non wholly owned subsidiary of the Company incorporated in the Cayman Islands, other than those shares already
held by the Offeror and the Company (the “Offered Shares”).
On 5 April 2016, the Offeror received acceptance of approximately 98.65% of the Offered Shares. The Offeror could privatise
NWCL by exercising its rights, pursuant to section 88 of the Companies Law of the Cayman Islands, to compulsorily acquire
those Offered Shares not already acquired by the Offeror.
On 28 June 2016, the Offeror had despatched the compulsory acquisition notices to the shareholders of the remaining
Offered Shares. Based on a search of the Cayman Islands Register of Writs and Other Originating Process maintained by the
Grand Court, no remaining offer shareholder has filed an objection to the compulsory acquisition with the Grand Court of
the Cayman Islands by 28 July 2016. Accordingly, the Offeror became entitled and bound to compulsorily acquire the
remaining Offered Shares at HK$7.80 per remaining Offered Share in accordance with the terms of the share offer and as
set out in the compulsory acquisition notice. On 3 August 2016, the compulsory acquisition was completed. As a result of
and with effect from the completion of the compulsory acquisition, NWCL has become an indirect wholly owned subsidiary
of the Company and the listing of NWCL shares on the Stock Exchange was withdrawn on 4 August 2016.
Connected Transactions
Connected transactions of the Company during the year and up to the date of this report are set out on pages 85 to 92.
Rules 13.20 and 13.22 of the Listing Rules
The disclosure pursuant to Rules 13.20 and 13.22 of the Listing Rules is set out on page 106.
Directors
The Directors of the Company during the year and up to the date of this report are:
Executive Directors
Dr. Cheng Kar-Shun, Henry
GBS (Chairman)
Dr. Cheng Chi-Kong, Adrian
JP
(Executive Vice-chairman & Joint General Manager)
Mr. Chen Guanzhan
(Joint General Manager)
Ms. Ki Man-Fung, Leonie
GBS JP
Mr. Cheng Chi-Heng
Ms. Cheng Chi-Man, Sonia
Mr. Au Tak-Cheong
Non-executive Directors
Mr. Doo Wai-Hoi, William
JP (Non-executive Vice-chairman)
Mr. Cheng Kar-Shing, Peter
Independent Non-executive Directors
Mr. Yeung Ping-Leung, Howard
Mr. Cha Mou-Sing, Payson JP
Mr. Cha Mou-Zing, Victor
(alternate director to Mr. Cha Mou-Sing, Payson)
Mr. Ho Hau-Hay, Hamilton
Mr. Lee Luen-Wai, John
BBS JP
Mr. Liang Cheung-Biu, Thomas
In accordance with Article 103(A) of the Company’s Articles of Association, Mr. Doo Wai-Hoi, William, Dr. Cheng Chi-Kong, Adrian,
Mr. Cheng Kar-Shing, Peter, Mr. Liang Cheung-Biu, Thomas and Mr. Au Tak-Cheong shall retire by rotation and, being eligible, offer
themselves for re-election.
No Director has a service contract which is not determinable by the Company within one year without payment of compensation
other than statutory compensation.
A list of names of all the directors who have served on the boards of the Company’s subsidiaries during the year is available on
the Company’s website at
.
