General Mandate to Issue Shares - Li Ning

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LETTER FROM THE CHAIRMANRE-ELECTION OF DIRECTORSIn relation to resolution numbered 3(a) in the notice of the AGM, Mr. Tan Wee Seng(an Executive Director), Mr. Fong Ching, Eddy (an Non-Executive Director) and Ms. WangYa Fei, Jane (an Independent Non-Executive Director) shall retire at the AGM by rotationpursuant to Article 87 of the Articles of Association and, being eligible, offer themselvesfor re-election. The biographical details and interests in the Shares of all retiring Directorsproposed to be re-elected at the AGM are set out in Appendix II to this circular.None of the above retiring Directors has any relationship with any other Directors,senior management or substantial or controlling shareholders of the Company.Mr. Tan Wee Seng, being an Executive Director of the Company, has entered into aservice contract with the Company for a term of three years commencing from 28 June2004. Under such service contract, the annual fees and remuneration payable to Mr. Tan isUS$200,000 and is subject to review by the Board at the end of each financial year. Mr. Tanis also entitled to a discretionary year-end bonus of an amount to be determined by theBoard.Mr. Fong Ching, Eddy (a Non-Executive Director) and Ms. Wang Ya Fei, Jane (anIndependent Non-Executive Director) has each entered into a service contract with theCompany for a term of three years commencing from 28 June 2004. The annual feespayable by the Company to each of them under such service contract is HK$150,000.The remuneration policy for the Directors are set out in the “Corporate GovernanceReport” in the 2005 Annual Report.Save as disclosed in this circular, there are no other matters in relation to the aboveDirectors that need to be brought to the attention of the Shareholders. Save as disclosed inthis circular, there is no other information required to be disclosed pursuant to Rule13.51(2)(h) to (v) of the Listing Rules.Under resolution numbered 3(a), the re-election of Directors will be individuallyvoted on by Shareholders.GENERAL MANDATES TO ISSUE AND REPURCHASE SHARESBy an ordinary resolution of the Shareholders passed on 12 May 2005, general andunconditional mandates were given to the Directors to issue and repurchase Shares. Up tothe date hereof, the Directors have not exercised such mandates to issue and repurchaseShares and such mandates will lapse at the conclusion of the forthcoming AGM. TheDirectors believe that a renewal of such general mandates is in the interest of the Companyand the Shareholders. Accordingly, the following ordinary resolutions will be proposed at– 4 –
LETTER FROM THE CHAIRMANthe AGM to give to the Directors new general and unconditional mandates to exercise thepowers of the Company to issue and repurchase Shares:(i)(ii)(iii)an ordinary resolution (resolution numbered 5) to give to the Directors a generaland unconditional mandate to authorise them to allot, issue and deal withadditional Shares up to 20% of the aggregate nominal amount of the issuedshare capital of the Company as at the date of the AGM (the “Issue Mandate”);an ordinary resolution (resolution numbered 6) to give to the Directors a generaland unconditional mandate to authorize them to repurchase Shares up to amaximum of 10% of the aggregate nominal amount of the issued share capitalof the Company at the date of the AGM (the “Repurchase Mandate”); andconditional upon the passing of resolutions numbered 5 and 6 as stated above,an ordinary resolution (resolution numbered 7) to extend the Issue Mandateby an amount representing the aggregate nominal amount of Shares purchasedby the Company under the Repurchase Mandate provided that such aggregatedamount shall not exceed 10% of the aggregate nominal amount of the sharecapital of the Company in issue at the date of the AGM.Shareholders are referred to the notice of the AGM set out in this circular for detailsof the abovementioned ordinary resolutions. An explanatory statement, as required by theListing Rules to be sent to the Shareholders in connection with the Repurchase Mandate,is also set out in the Appendix I to this circular. This contains all the information reasonablynecessary to enable the Shareholders to make an informed decision on whether or not tovote for or against the ordinary resolution to grant the Repurchase Mandate at the AGM.RIGHT TO DEMAND A POLLIn accordance with Article 66 of the Articles of Association, resolutions proposed atthe AGM shall be put to the voting of the meeting on a show of hands unless (before or onthe declaration of the result of the show of hands or on the withdrawal of any otherdemand for a poll) a poll is demanded by:(i)(ii)(iii)the chairman of the AGM; orat least three members present in person or, in the case of a member being acorporation, by its duly authorised representative or by proxy for the timebeing entitled to vote at the AGM; ora member or members present in person or, in the case of a member being acorporation, by its duly authorised representative or by proxy and representingnot less than one-tenth of the total voting rights of all the members having theright to vote at the AGM; or– 5 –
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