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HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2014
APPENDIX
1.
INTRODUCTION
1.1 The Directors wish to seek Shareholders’ approval for the proposed renewal of the share purchase
mandate (the “
Share Purchase Mandate
”).
1.2 The purpose of this Appendix, to be circulated to Shareholders together with the Company’s 2014
Annual Report, is to provide Shareholders with information relating to, and to explain the rationale
for, the proposed renewal of the Share Purchase Mandate to be tabled at the annual general meeting
(the “
AGM
”) of the Company to be held on 23 April 2015. Details of the Share Purchase Mandate,
including the rationale for and the benefits to the Company, are set out in paragraph 5 below.
2.
THE PROPOSED SHARE PURCHASE MANDATE
2.1 The Existing Share Purchase Mandate.
Shareholders had approved the Share Purchase Mandate to enable all the Directors to exercise
all powers of the Company to purchase or otherwise acquire its issued Shares of the Company
(“
Shares
”) on the terms of the Share Purchase Mandate at the Extraordinary General Meeting of the
Company held on 12 January 2012. Particulars of the Share Purchase Mandate were set out in the
circular to Shareholders dated 21 December 2011.
The Share Purchase Mandate was expressed to take effect until the conclusion of the next AGM
of the Company, being the AGM of the Company to be held on 23 April 2015. Accordingly, the
Directors propose that the Share Purchase Mandate be renewed at the AGM, to take effect until
the next AGM of the Company. The terms of the Share Purchase Mandate which is sought to be
renewed remain unchanged.
2.2 Rationale for Share Purchase Mandate.
The approval of the Share Purchase Mandate authorising the Company to purchase or acquire its
Shares would give the Company the flexibility to undertake share purchases or acquisitions up to the
three per cent. (3%) limit described in paragraph 2.4.1 below at any time, during the period when
the Share Purchase Mandate is in force.
The rationale for the Company to undertake the purchase or acquisition of its issued Shares is as
follows:
(a)
In managing the business of the Group, the management team strives to increase
Shareholders’ value by improving,
inter alia
, the return on equity of the Group. In addition
to growth and expansion of business, share purchase is one of the ways through which the
return on equity of the Group may be enhanced.
