Untitled

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you
should consult your licensed securities dealer, registered institution in securities, bank
manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Cypress Jade Agricultural Holdings
Limited, you should at once hand this circular and the accompanying form of proxy to the
purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through
whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this circular, make no representation as toits accuracy or completeness and expressly disclaim any liability whatsoever for any losshowsoever arising from or in reliance upon the whole or any part of the contents of thiscircular.
Cypress Jade Agricultural Holdings Limited
(Incorporated in Bermuda with limited liability) (stock code: 875)
RE-ELECTION OF DIRECTORS
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Cypress Jade Agricultural HoldingsLimited (the “Company”) to be held at Wanthorpe House, 39 Hing Lung Street, Central,Hong Kong on 6 June 2012 at 10:00 a.m. is set out on pages 17 to 21 of this circular.
Whether or not you are able to attend the meeting in person, you are requested to completeand return the accompanying form of proxy in accordance with the instructions printedthereon to the branch share registrars of Cypress Jade Agricultural Holdings Limited inHong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East,Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before thetime appointed for the holding of the meeting or any adjournment thereof. Completion andreturn of the form of proxy shall not preclude you from attending and voting in person atthe meeting or any adjourned meeting should you so desire.
CONTENTS
DEFINITIONS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LETTER FROM THE BOARD
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX I –
PARTICULARS OF DIRECTORS
PROPOSED FOR RE-ELECTION
. . . . . . . . . . . . . . . . . . . . .
APPENDIX II –
EXPLANATORY STATEMENT
. . . . . . . . . . . . . . . . . . . . . . . . .
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFINITIONS
In this circular, the following expressions have the following meanings unless the the annual general meeting of the Company to be heldon 6 June 2012 at 10:00 a.m. or any adjournmentthereof Cypress Jade Agricultural Holdings Limited, a companyincorporated in Bermuda with limited liability, theShares of which are listed on the Stock Exchange the Hong Kong Special Administrative Region of thePeople’s Republic of China Hong Kong dollar, the lawful currency of Hong Kong the general mandate proposed to be granted to theDirectors to exercise the powers of the Company toallot, issue and deal with new Shares as set out in thenotice of the AGM 19 April 2012, being the latest practicable date prior tothe printing of this circular for ascertaining certaininformation contained in this circular the Rules Governing the Listing of Securities on theStock Exchange the general mandate proposed to be granted to theDirectors to exercise the powers of the Company torepurchase Shares as set out in the notice of the AGM the Securities and Futures Ordinance, Chapter 571 ofthe Laws of Hong Kong, as amended, supplemented ormodified from time to time ordinary share(s) of HK$0.01 each in the share capitalof the Company DEFINITIONS
the Hong Kong Codes on Takeovers and Mergers LETTER FROM THE BOARD
Cypress Jade Agricultural Holdings Limited
(Incorporated in Bermuda with limited liability) (stock code: 875)
(Deputy Chairman and Chief Executive Officer) Mr. Wu Wai Chung, Michael (Chairman) China Resources Building,26 Harbour Road, Wanchai, Independent Non-executive Directors: Mr. Cheung Yu Yan, Tommy, J.P.
Ms. Ng Yi Kum, EstellaProfessor Japhet Sebastian Law RE-ELECTION OF DIRECTORS
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
This circular contains information relating to the re-election of the Directors at the AGM, the Issue Mandate and the Repurchase Mandate so as to provide all informationreasonably necessary to enable the Shareholders to make an informed decision on whether tovote for or against the resolutions proposed at the AGM.
RE-ELECTION OF DIRECTORS
The Directors to retire in accordance with Bye-law 102 of the Bye-laws are Mr. Shi Lanjiang, Mr. Chu Yuet Chung, Mr. Yang Jianzun, Ms. Yau Fai San, Mr. Wu Wai Chung,Michael, Mr. Ji Xiang, Mr. Cheung Yu Yan, Tommy, J.P., Ms. Ng Yi Kum, Estella andProfessor Japhet Sebastian Law. Each of them will, being eligible, offer themselves forre-election at the AGM. Information on the Directors proposed to be re-elected at the AGMas required to be disclosed under the Listing Rules is set out in Appendix I to this circular.
LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SHARES
To facilitate future allotment and issue of Shares by the Directors on behalf of the Company, an ordinary resolution will be proposed at the AGM to grant to the Directors ageneral and unconditional mandate to allot, issue and deal with new Shares not exceeding10% of the issued share capital of the Company as at the date of the passing the proposedresolution of the Issue Mandate. As at the Latest Practicable Date, the issued share capital ofthe Company comprised 1,320,567,885 Shares. Subject to the passing of the resolutionapproving the Issue Mandate and on the basis that no further Share are issued orrepurchased prior to the AGM, the Company would be authorised to allot, issue and dealwith up to a maximum of 132,056,788 Shares.
In addition, if the Repurchase Mandate as mentioned below is granted, a separate ordinary resolution will be proposed at the AGM to extend the number of Shares which maybe allotted, issued and dealt with under the Issue Mandate by the number of Sharesrepurchased under the Repurchase Mandate (up to a maximum of 10% of the issued sharecapital of the Company as at the date of the grant of the Repurchase Mandate).
GENERAL MANDATE TO REPURCHASE SHARES
An ordinary resolution will be proposed at the AGM to grant to the Directors authority to repurchase Shares up to 10% of the issued share capital of the Company as at the date ofpassing the proposed resolution of the Repurchase Mandate. An explanatory statement asrequired under the Listing Rules to provide the requisite information concerning theRepurchase Mandate is set out in Appendix II to this circular.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by a poll. Therefore, all resolutions proposed at the AGM shall bevoted by poll.
A notice convening the AGM is set out in this circular. A form of proxy for use at the AGM is enclosed in this circular. Whether or not you intend to attend and vote at themeeting, you are requested to complete and return the enclosed form of proxy, in accordancewith the instructions printed thereon, as soon as possible and in any event not later thanforty-eight (48) hours before the time appointed for holding the AGM or any adjournmentthereof to Tricor Tengis Limited, the branch share registrar of the Company in Hong Kong,at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion andreturn of the form of proxy will not preclude you from attending and voting in person at themeeting should you so wish.
LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for thepurpose of giving information with regard to the Company. The Directors, having made allreasonable enquiries, confirm that to the best of their knowledge and belief the informationcontained in this circular is accurate and complete in all material respects and notmisleading or deceptive, and there are no other matters the omission of which would makeany statement herein or this circular misleading.
RECOMMENDATIONS
The Directors consider that the proposed re-election of Directors, the Issue Mandate and the Repurchase Mandate are in the interests of the Company and the Shareholders as awhole. Accordingly, the Directors recommend the Shareholders to vote in favour of theresolutions to be proposed at the AGM.
Cypress Jade Agricultural Holdings Limited
Wu Wai Chung, Michael
APPENDIX I
PARTICULARS OF DIRECTORS
PROPOSED FOR RE-ELECTION
The particulars of the Directors proposed for re-election at the AGM are set out as Shi Lanjiang, aged 48, was appointed as an executive director, the Deputy Chairman
and Chief Executive Officer of the Company on 29 December 2011. Mr. Shi holds a
Master of Science in biology and a Bachelor of Science in agriculture from the PRC.
He had participated in agricultural technology and import and export trading in the
Department of Agriculture and the Department of Foreign Economic Relation and
Trade of Ningxia Hui Autonomous Region Government in the PRC. He was also a
selected exchange scholar by the Ministry of Foreign Economic Relation and Trade of
China to have training on agriculture project management in Denmark.
Mr. Shi held executive posts in various organizations, inter alia, acted as head ofinvestment banking department and also head of stock markets research and servicecenter in Zhuhai International Trust and Investment Corporation from 1992 to 1999.
Mr. Shi was an executive director of Richsource International Group Limited from2000 to 2007 and is now a director of Wanthorpe Opportunity Fund SPC andWanthorpe Capital Limited. Mr. Shi has 20 years experience in providing advice onsecurities, corporate finance, investment management, fund management and projectmanagement on various projects.
Mr. Shi did not hold any directorship in other listed public companies in the past threeyears. He does not have any relationship with any Director, senior management ofsubstantial or controlling Shareholders of the Company. Save as disclosed in thiscircular, Mr. Shi does not have any interest in the shares, underlying shares ordebentures of the Company or any of its associated corporations within the meaning ofPart XV of the SFO.
Mr. Shi entered into a service contract with the Company on 9 January 2012 for a termof one year commencing from 1 January 2012 to 31 December 2012. He is subject toretirement and re-election at the annual general meeting of the Company in accordancewith the Bye-laws. Mr. Shi is entitled to receive under his service contract an annualsalary of HK$1,200,000. His emolument will be reviewed and determined by theRemuneration Committee annually with reference to his duties and responsibilities withthe Company and the prevailing market situation.
Save as disclosed above, there is no other information relating to the re-election of Mr.
Shi as an executive Director that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matter that need to be brought to theattention of the Shareholders.
Chu Yuet Chung, aged 60, was appointed as an executive director of the Company on
29 December 2011. Mr. Chu is a director of the Company’s subsidiary, Polygold Food
Limited. He worked as operation manager in the Vegetable Marketing Organisation for
20 years, a public body set up under the Hong Kong Ordinance Chapter 277 to provide
facilities for the orderly and efficient marketing of vegetables as a means to promote
the development of vegetable farming and to improve the socio-economic status of the
APPENDIX I
PARTICULARS OF DIRECTORS
PROPOSED FOR RE-ELECTION
farming community. The organization is a semi-government body. It is overseen anddirected by the Agriculture, Fisheries and Conservation Department of the Hong KongGovernment. It promotes vegetable farming and sales markets in Hong Kong. Mr. Chualso has over 20 years’ experience in vegetables trading and processing business inHong Kong and the PRC. Mr. Chu is also a founding member of Hong KongFederation of Restaurants and Related Trades (HKFORT).
Mr. Chu did not hold any directorship in other listed public companies in the past threeyears. He does not have any relationship with any Director, senior management ofsubstantial or controlling Shareholders of the Company. Save as disclosed in thiscircular, Mr. Chu does not have any interest in the shares, underlying shares ordebentures of the Company or any of its associated corporations within the meaning ofPart XV of the SFO.
Mr. Chu entered into a service contract with the Company on 9 January 2012 for aterm of one year commencing from 1 January 2012 to 31 December 2012. He issubject to retirement and re-election at the annual general meeting of the Company inaccordance with the Bye-laws. Mr. Chu is entitled to receive under his service contractan annual salary of HK$1,200,000 plus the annual housing benefits up to a maximumof HK$360,000. His emolument will be reviewed and determined by the RemunerationCommittee annually with reference to his duties and responsibilities with the Companyand the prevailing market situation.
Save as disclosed above, there is no other information relating to the re-election of Mr.
Chu as an executive Director that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matter that need to be brought to theattention of the Shareholders.
Mr. Yang Jianzun, aged 47, was appointed as an executive director of the Company
on 29 December 2011. Mr. Yang has engaged in vegetable cultivation for 18 years. He
is
standing member of Chinese People’s Political Consultative Conference of Nanchang,Jiangxi Province . He is also a member of Chinese People’s Political and an executive director of the Association of Private Mr. Yang did not hold any directorship in other listed public companies in the pastthree years. He does not have any relationship with any Director, senior management ofsubstantial or controlling Shareholders of the Company. Save as disclosed in thiscircular, Mr. Yang does not have any interest in the shares, underlying shares ordebentures of the Company or any of its associated corporations within the meaning ofPart XV of the SFO.
APPENDIX I
PARTICULARS OF DIRECTORS
PROPOSED FOR RE-ELECTION
Mr. Yang entered into a service contract with the Company on 9 January 2012commencing from 1 January 2012 to 31 December 2012. He is subject to retirementand re-election at the annual general meeting of the Company in accordance with theBye-laws. Mr. Yang is entitled to receive under his service contract an annual salary ofHK$1,560,000. His emolument will be reviewed and determined by the RemunerationCommittee annually with reference to his duties and responsibilities with the Companyand the prevailing market situation.
Save as disclosed above, there is no other information relating to the re-election of Mr.
Yang as an executive Director that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matter that need to be brought to theattention of the Shareholders.
Yau Fai San, aged 40, was appointed as an executive director of the Company on 1
April 2012. Ms. Yau graduated with a Bachelor of Commerce degree (with Honour)
from McMaster University of Canada, with major in Accounting and Finance.
Ms. Yau has over 15 years of experience in areas of financial and human resourcesmanagement with various financial institutions and has held positions in the followingcompanies including Wanthorpe Limited, Kingsway-HIA Investment Products Limited,Tribridge Investment Partners Limited, and American International Assurance Company(Bermuda) Limited.
Since 1 March 2012, Ms. Yau has been appointed as the Head of Finance, HumanResources and Administration of the Company. She has also been appointed as adirector of the following subsidiaries of the Company, namely, First Novel Limited,Cypress Jade Management Services Limited, Trade Day Holdings Limited, Trade RiseHoldings Limited, Trade Soar Limited, Trade Leader Investment Limited with effectfrom 1 April 2012.
Ms. Yau is at present a director of Right Day Holdings Limited, the controllingshareholder of the Company. She is also the Senior Vice President of WanthorpeLimited and a director of other subsidiaries of Wanthorpe Group Limited including butnot limited to Wanthorpe Limited, Wanthorpe Asset Management Limited and GT AssetManagement Limited.
Further, she is registered with the Securities and Futures Commission (“SFC”) of HongKong as a Responsible Officer for Wanthorpe Asset Management Limited (i.e. theInvestment Advisor to First Vanguard Opportunity Fund SPC, the holding company forRight Day Holdings Limited), and also as a Responsible Officer for GT AssetManagement Limited. Ms. Yau holds Type 4 and Type 9 licences granted by the SFC.
Ms. Yau did not hold any directorship in other listed public companies in the past threeyears. Save as disclosed in this circular, other than being a director or officer of theabove mentioned companies, Ms. Yau does not have any relationship with any Director,senior management of substantial or controlling Shareholders of the Company. Save as APPENDIX I
PARTICULARS OF DIRECTORS
PROPOSED FOR RE-ELECTION
disclosed in this circular, Ms. Yau does not have any interest in the shares, underlyingshares or debentures of the Company or any of its associated corporations within themeaning of Part XV of the SFO.
Ms. Yau entered into a service contract with the Company on 1 April 2012 for a termof one year commencing from 1 April 2012 to 31 March 2013. She is subject toretirement and re-election at the annual general meeting of the Company in accordancewith the Bye-laws. Ms. Yau is entitled to receive under her service contract an annualsalary of HK$1,020,000. Her emolument will be reviewed and determined by theRemuneration Committee annually with reference to her duties and responsibilities withthe Company and the prevailing market situation.
Save as disclosed above, there is no other information relating to the re-election of Ms.
Yau as an executive Director that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matter that need to be brought to theattention of the Shareholders.
Wu Wai Chung, Michael, aged 62, was appointed as a non-executive director and
Chairman of the Company on 28 February 2012. Mr. Wu graduated from the University
of Hong Kong with a bachelor’s degree in laws in 1972. Upon graduation, he joined
the then Government of Hong Kong and served as its Trade Officer and subsequently
Administrative Officer until 1989. Afterwards, Mr. Wu served in the Securities and
Futures Commission (“SFC”) for about 10 years.
Mr. WU is currently an executive director and CEO of Tradelink Electronic CommerceLtd. (listed on the Main Board of The Stock Exchange of Hong Kong Limited (the“Stock Exchange”) with Stock Code: 536, an independent non-executive director ofShenzhen Investment Limited (listed on the Main Board of Stock Exchange with StockCode: 604). Previously, Mr. Wu was an independent non-executive director ofTradelink Electronic Commerce Ltd. (listed on the Main Board of Stock Exchange withStock Code: 536) between 2 September 2008 to 13 July 2009, First Mobile GroupHoldings Limited (listed on the Main Board of Stock Exchange with Stock Code 865)between 31 August 2000 and 2 December 2009 and SW Kingsway Capital HoldingsLimited (listed on the Main Board of Stock Exchange with Stock Code 188) between26 May 2000 and 21 Nov 2011.
Save as disclosed above, Mr. Wu did not hold any directorship in other listed publiccompanies in the past three years. He does not have any relationship with any Director,senior management of substantial or controlling Shareholders of the Company. Save asdisclosed in this circular, Mr. Wu does not have any interest in the shares, underlyingshares or debentures of the Company or any of its associated corporations within themeaning of Part XV of the SFO.
Mr. Wu entered into a service contract with the Company on 15 March 2012 for a termof one year commencing from 1 March 2012 to 28 February 2013. He is subject toretirement and re-election at the annual general meeting of the Company in accordancewith the Bye-laws. Mr. Wu is entitled to receive under his service contract an annual APPENDIX I
PARTICULARS OF DIRECTORS
PROPOSED FOR RE-ELECTION
salary of HK$1,800,000. His emolument will be reviewed and determined by theRemuneration Committee annually with reference to his duties and responsibilities withthe Company and the prevailing market situation.
Save as disclosed above, there is no other information relating to the re-election of Mr.
Wu as a non-executive Director that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matter that need to be brought to theattention of the Shareholders.
Ji Xiang, aged 26, was appointed as a non-executive director of the Company on 1
April 2012. Mr. Ji graduated with a Masters of Marketing Management degree from
Kent University, United Kingdom. Mr. Ji is the son of Mr. Ji Kewei.
Currently, Mr. Ji is a senior manager of Sun Life Everbright Asset ManagementCompany, which is the twelfth professional insurance asset management companyfounded in China. He worked as a senior researcher for the company’s investmentdepartment and was mainly involved in infrastructure projects. Mr. Ji has worked as aclient manager in the Everbright bank and engaged in international trade settlement andloan management. Mr. Ji has extensive experiences in dealing with semi-governmentalbodies and government authorities in China.
Mr. Ji did not hold any directorship in other listed public companies in the past threeyears. He does not have any relationship with any Director, senior management ofsubstantial or controlling Shareholders of the Company. Save as disclosed in thiscircular, Mr. Ji does not have any interest in the shares, underlying shares ordebentures of the Company or any of its associated corporations within the meaning ofPart XV of the SFO.
Mr. Ji entered into a service contract with the Company on 1 April 2012 for a term ofone year commencing from 1 April 2012 to 31 March 2013. He is subject to retirementand re-election at the annual general meeting of the Company in accordance with theBye-laws. Mr. Ji is entitled to receive under his service contract an annual salary ofHK$120,000. His emolument will be reviewed and determined by the RemunerationCommittee annually with reference to his duties and responsibilities with the Companyand the prevailing market situation.
Save as disclosed above, there is no other information relating to the re-election of Mr.
Ji as a non-executive Director that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matter that need to be brought to theattention of the Shareholders.
non-executive director of the Company on 29 December 2011. Mr. Cheung is currentlya member of the Legislative Council (Catering Industry) of Hong Kong. He wasawarded the Silver Bauhinia Star from Hong Kong. He is the Chairman of eachGoldearn Consultants Limited and Syto Trading and Investment Limited. Mr. Cheunghas over 35 years of experience in restaurant and food related business. Mr. Cheung is APPENDIX I
PARTICULARS OF DIRECTORS
PROPOSED FOR RE-ELECTION
also the chairman of the Hong Kong Catering Industry Association, the honorary lifepresident of the Association of Restaurant Managers Limited, convener of RestaurantTrade TES Concern Group, honorary chairman of Hong Kong Wine and SpiritsIndustry Coalition. He was a member of Eastern District Council of Hong Kong, amember of Liquor Licencing Board and a member of Vegetable Marketing OrganisationAdvisory Board. He holds a Bachelor Degree of Science and a Master Degree ofBusiness Administration from Pepperdine University. Mr. Cheung was an independentnon-executive director of Wah Yuen Holdings Limited until July 2009.
Mr. Cheung did not hold any directorship in other listed public companies in the pastthree years. He does not have any relationship with any Director, senior management ofsubstantial or controlling Shareholders of the Company. Save as disclosed in thiscircular, Mr. Cheung does not have any interest in the shares, underlying shares ordebentures of the Company or any of its associated corporations within the meaning ofPart XV of the SFO.
Mr. Cheung entered into a service contract with the Company on 9 January 2012 for aterm of one year commencing from 1 January 2012 to 31 December 2012. He issubject to retirement and re-election at the annual general meeting of the Company inaccordance with the Bye-laws. Mr. Cheung is entitled to receive under his servicecontract an annual salary of HK$120,000. His emolument will be reviewed anddetermined by the Remuneration Committee annually with reference to his duties andresponsibilities with the Company and the prevailing market situation.
Save as disclosed above, there is no other information relating to the re-election of Mr.
Cheung as an independent non-executive Director that is required to be disclosedpursuant to Rule 13.51 (2)(h) to (v) of the Listing Rules nor any matter that need to bebrought to the attention of the Shareholders.
Ng Yi Kum, Estella, aged 54, was appointed as an independent non-executive director
of the Company on 29 December 2011. Ms. Ng was appointed as the chief financial
officer of Country Garden Holdings Company Limited whose shares are listed on the
Main Board of the Stock Exchange in January 2008. From September 2005 to
November 2007, Ms. Ng was executive director of Hang Lung Properties Limited, a
company whose shares are listed on the Main Board of the Stock Exchange. Prior to
her joining Hang Lung Properties in 2003, she was employed by the Stock Exchange in
a number of senior positions, most recently as senior vice president of its Listing
Division. Prior to that, she gained valuable auditing experience with Deloitte Touche
Tohmatsu. Ms. Ng is a qualified accountant and holds a Master of Business
Administration Degree from Hong Kong University of Science and Technology. She is
an associate of The Institute of Chartered Accountants in England and Wales, The
Institute of Chartered Secretaries and Administration and a fellow of the Association of
Chartered Certified Accountants, the HKICPA and a member of the American Institute
of Certified Public Accountants. She has also contributed her time to various public
services appointments including being a co-opted member of the Audit Committee of
the Hospital Authority.
APPENDIX I
PARTICULARS OF DIRECTORS
PROPOSED FOR RE-ELECTION
Currently, Ms. Ng is an independent non-executive director of Tianjin DevelopmentHoldings Limited and Hong Kong Resources Holdings Company Limited, the shares ofboth companies are listed on the Main Board of the Stock Exchange.
Save as disclosed above, Ms. Ng did not hold any directorship in other listed publiccompanies in the past three years. She does not have any relationship with anyDirector, senior management of substantial or controlling Shareholders of the Company.
Save as disclosed in this circular, Ms. Ng does not have any interest in the shares,underlying shares or debentures of the Company or any of its associated corporationswithin the meaning of Part XV of the SFO.
Ms. Ng entered into a service contract with the Company on 9 January 2012 for a termof one year commencing from 1 January 2012 to 31 December 2012. She is subject toretirement and re-election at the annual general meeting of the Company in accordancewith the Bye-laws. Ms. Ng is entitled to receive under his service contract an annualsalary of HK$156,000. Her emolument will be reviewed and determined by theRemuneration Committee annually with reference to her duties and responsibilities withthe Company and the prevailing market situation.
Save as disclosed above, there is no other information relating to the re-election of Ms.
Ng as an independent non-executive Director that is required to be disclosed pursuantto Rule 13.51 (2)(h) to (v) of the Listing Rules nor any matter that need to be broughtto the attention of the Shareholders.
Professor Japhet
Sebastian
non-executive director of the Company on 29 December 2011. Professor Law obtainedhis Ph.D. in Mechanical / Industrial Engineering from the University of Texas at Austinin 1976. He joined the Chinese University of Hong Kong in 1986 and is currently aprofessor in the Department of Decision Sciences and Managerial Economics and thedirector of the Aviation Policy and Research Center. He was the associate dean andsubsequently the dean of the Faculty of Business Administration from 1993 and 2002.
Prior to returning to Hong Kong, Professor Law was the director of operations researchat the Cullen College of Engineering and director of graduate studies in IndustrialEngineering at the University of Houston, and was also involved with the United StatesSpace Program in his career with McDonnell Douglas and Ford Aerospace in theUnited States. Professor Law has consulted with various corporations in Hong Kongand overseas. He is also active in public services, having served as member of theProvisional Regional Council of the Hong Kong Government and various othergovernment advisory committees, and is also active on the boards of for-profit,non-profit, public and charitable organizations in Hong Kong and overseas.
Professor Law is currently an independent non-executive director of the followinglisted companies: Beijing Capital International Airport Company Ltd. (Stock Code:694), Tianjin Port Development Holdings Ltd. (Stock Code: 3382), Binhai InvestmentCompany Ltd. (Stock Code: 8035), and Global Digital Creations Holdings Ltd. (Stock APPENDIX I
PARTICULARS OF DIRECTORS
PROPOSED FOR RE-ELECTION
Code: 8271). Professor Law has also served on various committees and boards ofinternational Save as disclosed above, Professor Law did not hold any directorship in other listedpublic companies in the past three years. He does not have any relationship with anyDirector, senior management of substantial or controlling Shareholders of the Company.
Save as disclosed in this circular, Professor Law does not have any interest in theshares, underlying shares or debentures of the Company or any of its associatedcorporations within the meaning of Part XV of the SFO.
Professor Law entered into a service contract with the Company on 9 January 2012 fora term of one year commencing from 1 January 2012 to 31 December 2012. He issubject to retirement and re-election at the annual general meeting of the Company inaccordance with the Bye-laws. Professor Law is entitled to receive under his servicecontract an annual salary of HK$192,000. His emolument will be reviewed anddetermined by the Remuneration Committee annually with reference to his duties andresponsibilities with the Company and the prevailing market situation.
Save as disclosed above, there is no other information relating to the re-election ofProfessor Law as an independent non-executive Director that is required to be disclosedpursuant to Rule 13.51 (2)(h) to (v) of the Listing Rules nor any matter that need to bebrought to the attention of the Shareholders.
APPENDIX II
EXPLANATORY STATEMENT
This explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, serves to provide the Shareholders with information reasonably necessary to enable them tomake an informed decision on whether to vote for or against the resolution approving theRepurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,320,567,885 Shares. Subject to the passing of the resolution approving the RepurchaseMandate and on the basis that no further Shares are issued or repurchased prior to the AGM,the Company would be authorised to repurchase up to a maximum of 132,056,788 Shares.
REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Repurchase may, depending on market conditions andfunding arrangement at the time, result in enhancement of the net assets value and/orearnings per Share and will only be made when the Directors consider that such repurchasewill benefit the Company and the Shareholders.
FUNDING OF REPURCHASES
Repurchase will only be made out of funds which are legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-lawsand the laws of Bermuda. Under Bermuda law, a company may repurchase its shares out ofthe capital paid up on the relevant shares or out of the funds of the company which wouldotherwise be available for dividend or distribution or out of the proceeds of a new issue ofshares made for the purposes of the repurchase. Any premium payable may only be paid outof funds of the company which would otherwise be available for dividend or distribution orout of the company’s share premium account.
As compared with the financial position disclosed in the latest published audited financial statements of the Company as at 31 December 2011, there might have adverseimpact on the working capital or gearing position of the Company in the event that theRepurchase Mandate was to be exercised in full. However, the Directors do not propose tomake any repurchase to the extent that would have a material adverse effect on the workingcapital requirement or gearing level of the Company which, in the opinion of the Directors,are from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT
EFFECT OF THE TAKEOVERS CODE
If, as a result of a repurchase of Shares by the Company, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as anacquisition for the purpose of the Takeovers Code. As a result, a Shareholder or group ofShareholders acting in concert, depending on the level of increase of its or theirshareholding, could obtain or consolidate control of the Company and become obliged tomake a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, the immediate controlling shareholder of the Company, Right Day Holdings Limited (“Right Day”), owned approximately 75% of theShares issued by the Company. The Directors are not aware of any Shareholder, or group ofShareholders acting in concert who may become obliged to make a mandatory offer inaccordance with Rule 26 of the Takeovers Code in the event that the Directors exercise thepower to repurchase Shares pursuant to the Repurchase Mandate. The Directors have nopresent intention to exercise the power under the Repurchase Mandate to be granted to theCompany by the Shareholders.
In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held by Right Day and there is no other change to theissued share capital of the Company, the shareholding of Right Day in the Company will beincreased to approximately 83.33%. The Company will not exercise the power under theRepurchase Mandate to be granted to it pursuant to the resolution to be proposed at theforthcoming annual general meeting if the repurchase would result in the number of Sharesin the hands of the public falling below the prescribed minimum percentage of 25%.
APPENDIX II
EXPLANATORY STATEMENT
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date were as follows: 2011
April
2012
January
April (up to the Latest Practicable Date) DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge and belief have made all reasonable enquiries, any of their associates has any present intention, in the event that theRepurchase Mandate is approved by the Shareholders, to sell any of the Shares to theCompany.
No connected persons (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company, or has undertaken not to do so,in the event that the Company is authorised to repurchase Shares.
UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to theRepurchase Mandate and in accordance with the Listing Rules and the laws of Bermuda.
NOTICE OF ANNUAL GENERAL MEETING
Cypress Jade Agricultural Holdings Limited
(Incorporated in Bermuda with limited liability) (stock code: 875)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Cypress Jade
Agricultural Holdings Limited (the “Company”) will be held at Wanthorpe House, 39 HingLung Street, Central, Hong Kong on Wednesday, 6 June 2012 at 10:00 a.m. to transact thefollowing businesses: To receive and consider the audited consolidated financial statements and thereports of the directors and the auditor for the year ended 31 December 2011.
To re-elect the following directors and to authorise the board of directors to fixthe remuneration of the directors: To re-appoint auditor and to authorise the board of directors to fix theirremuneration.
NOTICE OF ANNUAL GENERAL MEETING
And as Special Business, to consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions: “THAT:
subject to paragraph (c) of this resolution, the exercise by the directorsduring the Relevant Period (as defined below) of all the powers of theCompany to allot, issue and deal with additional shares of the Company (the“Shares”) and to make or grant offers, agreements and options (includingbonds, warrants, debentures, notes and any other securities which carryrights to subscribe for and are convertible into Shares) which would or mightrequire the exercise of such power, subject to and in accordance with allapplicable laws, be and is hereby generally and unconditionally approved; the approval in paragraph (a) of this resolution shall authorise the directorsduring the Relevant Period to make or grant offers, agreements and options(including bonds, warrants, debentures, notes and any other securities whichcarry rights to subscribe for and are convertible into Shares) which would ormight require the exercise of such power after the end of the RelevantPeriod; the aggregate nominal amount of share capital allotted or to be allotted oragreed conditionally or unconditionally to be allotted (whether pursuant toan option or otherwise) and issued by the directors pursuant to the approvalin paragraph (a) of this resolution, otherwise than pursuant to (i) a RightsIssue (as defined below); (ii) any issue of Shares upon the exercise of rightsof subscription or conversion under the terms of any securities which areconvertible into Shares; (iii) the exercise of options granted under the shareoption scheme or similar arrangement of the Company; or (iv) an issue ofshares as scrip dividends pursuant to the bye-laws of the Company from timeto time, shall not exceed 10% of the aggregate nominal amount of the sharecapital of the Company in issue as at the date of passing of this resolutionand the said approval shall be limited accordingly; and “Relevant Period” means the period from the date of passing of thisresolution until whichever is the earliest of: the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual generalmeeting of the Company is required by the bye-laws of the Company orany applicable laws to be held; or (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company ingeneral meeting; and NOTICE OF ANNUAL GENERAL MEETING
“Rights Issue” means an offer of shares open for a period fixed by thedirectors to holders of shares of the Company or any class thereof on theregister on a fixed record date in proportion to their then holdings of suchshares or class thereof (subject to such exclusion or other arrangements asthe directors may regard to any legal restrictions under the laws of, or therequirements of any recognised regulatory body or any stock exchange in,any territory outside Hong Kong).” “THAT:
subject to paragraph (b) of this resolution, the exercise by the directorsduring the Relevant Period (as defined below) of all the powers of theCompany to repurchase the Shares on The Stock Exchange of Hong KongLimited (the “Stock Exchange”) or any other stock exchange on which theShares Commission of Hong Kong and the Stock Exchange for this purpose, subjectto and in accordance with all applicable laws and the Rules Governing theListing of Securities on the Stock Exchange, be and is hereby generally andunconditionally approved; the aggregate nominal amount of the Share whichmay be repurchased by the Company pursuant to the approval in paragraph(a) of this resolution shall not exceed 10% of the aggregate nominal amountof the share capital of the Company in issue as at the date of passing of thisresolution and the said approval shall be limited accordingly; and for the purpose of this resolution, “Relevant Period” means the period fromthe date of passing of this resolution until whichever is the earliest of: the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual generalmeeting of the Company is required by the bye-laws of the Company orany applicable laws to be held; or (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company ingeneral meeting.” NOTICE OF ANNUAL GENERAL MEETING
“THAT conditional upon the passing of resolutions number (4) and (5) above, the
general mandate granted to the directors to allot, issue and deal with any
additional Shares pursuant to resolution number (4) be and is hereby extended by
the addition thereto of the total nominal amount of Shares which may be
purchased by the Company under the authority granted pursuant to resolution
number (5), provided that such amount of Shares so purchased shall not exceed
10% of the total nominal amount of the share capital of the Company in issue as
at the date of passing this resolution.”
Cypress Jade Agricultural Holdings Limited
Chui Chi Yun, Robert
Principal Place of Business in Hong Kong:Room 2109, China Resources Building26 Harbour Road, WanchaiHong Kong A shareholder of the Company entitled to attend and vote at the meeting may appoint one or more proxiesto attend and vote on his behalf. On a poll, votes may be given either personally (or in the case of ashareholder being a corporation, by its duly authorized representative) or by proxy. A proxy need not be ashareholder of the Company.
Where there are joint registered holders of any share, any one of such persons may vote at the meeting,either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more thanone of such joint holders are present at the meeting personally or by proxy, that one of the said persons sopresent whose name stands first on the register of members of the Company in respect of such shares shallalone be entitled to vote in respect thereof.
In order to be valid, the form of proxy together with the power of attorney or other authority (if any) underwhich it is signed or a notarially certified copy of that power or authority, must be deposited at the branchshare registrars of the Company in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the meetingor any adjournment thereof.
Completion and return of the form of proxy will not preclude shareholders from attending and voting inperson at the meeting if shareholders so wish.
The register of members of the Company will be closed from 4 June 2012 to 6 June 2012, both daysinclusive, during which period no transfer of shares of the Company will be registered. In order to beeligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Companyshould ensure that all the share transfer documents accompanied by the relevant share certificates must belodged with the Company’s share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, TesburyCentre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 1 June 2012.
NOTICE OF ANNUAL GENERAL MEETING
As at the date of this announcement, the Board comprises nine Directors, including four executive Directors, namely Mr. Shi Lanjiang (Chief Executive Officer), Mr. Chu YuetChung, Mr. Yang Jianzun and Ms. Yau Fai San; two non-executive Directors being Mr. WuWai Chung, Michael and Mr. Ji Xiang; and three independent non-executive Directors,namely Mr. Cheung Yu Yan, Tommy, J.P., Ms. Ng Yi Kum, Estella and Professor JaphetSebastian Law.

Source: http://www.cyj.hk/pdf/CIR/201204251827.pdf