英文董事会会议纪要

英文董事会会议纪要 xxxx Holdings Group Ltd. (incorporated in Bermuda with limited liability) (the "Company" together with its subsidiaries, collectively the "Group") Minutes of a meeting of the board of directors of the Company (the “Board”) held at [address] on [date] at [time] Present: [ ] [ ] [ ] In Attendance: [ ] [ ] 1. CHAIRMAN [ ] took the chair of the meeting. 2. NOTICE AND QUORUM IT WAS NOTED THAT the notice of the meeting had been duly given to all directors and that the quorum was present throughout the meeting. 3. [MINUTES OF THE LAST BOARD MEETING] [IT WAS NOTED THAT there was no outstanding minutes of the Board meeting subject to approval.] OR [There was tabled before the meeting a copy of draft minutes (the “Minutes”) of the last Board meeting held on [date] for consideration.] [IT WAS RESOLVED THAT the Minutes be approved and adopted.] 4. [MATTERS ARISING FROM THE LAST BOARD MEETING] [ ] 5. [MATTERS ARISING FROM THE AUDIT COMMITTEE MEETING] [ ] reported that the Audit Committee, at its meeting held on [22 March 2013] had reviewed and discussed the draft consolidated financial statements of the Group for the year ended 31 December 2012 and the draft results announcement and annual report for the year ended 31 December 2012 and that the same be recommended to the Board for approval, publication and release to The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). [ ] reported that the Audit Committee had discussed the re-appointment of PricewaterhouseCoopers (“PwC”) as auditors of the Company and the same be recommended to the Board for consideration. Minutes of Board Meeting 23 March 2013 Page 2 of 6 [ ] reported that the Audit Committee had reviewed and discussed [the effectiveness of the internal control system of the Company including the adequacy of resources, qualification and experience of staff of the Group’s accounting and financial reporting function and their training programmes and budget and that the same be recommended to the Board for consideration]. [ ] reported that the following matters were discussed at the Audit Committee meeting:- a. [ ]; and b. [ ]. [IT WAS NOTED THAT the Board was satisfied that an effective and adequate internal control system has been in operation.] [ ] also reported that the Audit Committee had reviewed and discussed the effectiveness of the Company’s policies and practices on corporate governance and [the same are recommended to the Board.] OR [the following amendments are recommended to the Board for consideration:] a. [ ]; and b. [ ] [IT WAS NOTED THAT the aforesaid policies and practices remained effective.] OR [IT WAS RESOLVED THAT the above amendments be approved.] [ ] further reported that the Audit Committee had reviewed the Company’s compliance with the Corporate Governance Code and disclosure in the Corporate Governance Report [and the same are recommended to the Board]. [IT WAS RESOLVED THAT the content of the Corporate Governance Report be approved.] 6. [MATTERS ARISING FROM THE LAST REMUNERATION COMMITTEE MEETING] [ ] reported that the Remuneration Committee, at its meeting held on [23 March 2013] had reviewed and discussed the following matters [and recommend to the Board for approval]: a. [ ]; and b. [ ] 7. [MATTERS ARISING FROM THE LAST NOMINATION COMMITTEE MEETING] [ ] reported that the Nomination Committee, at its meeting held on [23 March 2013] had reviewed and discussed the following matters [and recommend to the Board for approval]: a. [ ]; and b. [ ] 8. AUDITED FINANCIAL STATEMENTS OF THE GROUP FOR THE YEAR ENDED 31 DECEMBER 2012 There was tabled before the meeting a copy of the draft audited consolidated financial statements (the “Consolidated Financial Statements”) of the Group for the year ended 31 December 2012 and a copy of the draft independent auditors’ report (the “Auditors’ Report”) Minutes of Board Meeting 23 March 2013 Page 3 of 6 thereon for consideration. IT WAS RESOLVED THAT the Consolidated Financial Statements and the Auditors’ Report be approved for presentation to the shareholders of the Company (the “Shareholders”) at the forthcoming Annual General Meeting (“AGM”) for adoption as ordinary business and THAT any director(s) of the Company be authorized to sign the Directors’ Report and the Balance Sheets on behalf of the Board. 9. RESULTS ANNOUNCEMENT OF THE GROUP FOR THE YEAR ENDED 31 DECEMBER 2012 There was tabled before the meeting a copy of the draft results announcement (the “Results Announcement”) of the Group for the year ended 31 December 2012 prepared in accordance with Appendix 16 of the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock Exchange governing the contents of the preliminary results announcement, for consideration. [ ] briefed the highlights of the Results Announcement, including turnover, gross profit margin, other income, profit before taxation and other operating expenses.] IT WAS RESOLVED THAT the contents of the Results Announcement be adopted and approved for publication and uploading on the websites of the Stock Exchange and the Company, subject to any minor amendments as any one director may find necessary. 10. ANNUAL REPORT OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2012 There was tabled before the meeting a copy of the draft annual report of the Company for the year ended 31 December 2012 (the “Annual Report”) containing, inter alia, the Chairman’s Statement, Directors’ Report, Corporate Governance Report and Management Discussion and Analysis for consideration. IT WAS RESOLVED THAT the contents of the Annual Report enclosing the Chairman’s Statement, Directors’ Report, Corporate Governance Report and Management Discussion and Analysis be approved, subject to any minor amendments as any one director may find necessary, for issuance to the Shareholders and publication and uploading on the websites of the Stock Exchange and the Company. IT WAS FURTHER RESOLVED THAT the said Directors’ Report contained therein be proposed to the Shareholders for adoption together with the Consolidated Financial Statements and the Auditors’ Report as ordinary business. 11. REPRESENTATION LETTER IT WAS RESOLVED THAT the final version of the contents of representation letter addressed to PwC, the auditors of the Company, be approved. IT WAS FURTHER RESOLVED THAT any director(s) of the Company be authorized to sign the said letter on behalf of the Board. 12. FINAL DIVIDENDS IT WAS RESOLVED THAT a final dividend of [,]per share in respect of the year ended 31 December 2012 be recommended to the Shareholders at the AGM and, subject to the approval of the Shareholders, be paid on [,]to all the Shareholders whose names appear on the register of members of the Company at the close of business on [ ]. OR [IT Minutes of Board Meeting 23 March 2013 Page 4 of 6 WAS RESOLVED THAT the Board did not recommend the payment of any dividend in respect of the year ended 31 December 2012.] 13. CLOSURE OF REGISTER OF MEMBERS IT WAS RESOLVED THAT the register of members of the Company be closed from [,] to [,], both days inclusive, in order to determine the entitlement of Shareholders to attend the AGM of the Company. [IT WAS ALSO RESOLVED THAT the register of members of the Company be closed from [,] to [,], both days inclusive, in order to determine the entitlement of Shareholders to the final dividend.] IT WAS NOTED THAT during the above period no transfer of shares would be registered. 14. RE-ELECTION OF DIRECTORS IT WAS NOTED THAT, in accordance with bye-law 84(1) of the Bye-laws of the Company, [ ], [ ] and [ ] shall retire by rotation and being eligible, have offered themselves for re- election as directors of the Company at the AGM. IT WAS RESOLVED THAT the re-election of the above directors be proposed to the Shareholders at the AGM for approval as the ordinary business. 15. DIRECTORS’ REMUNERATION IT WAS NOTED THAT the fixing of directors’ remuneration by the Board for the year ended 31 December 2012 as stated and reflected in the Consolidated Financial Statements should be approved, confirmed and ratified by the Shareholders, in conjunction with the approval of the Consolidated Financial Statements at the AGM. IT WAS RESOLVED THAT the fixing of directors’ remuneration together with the re-election of directors be proposed to the Shareholders at the AGM for approval as the ordinary business. 16. AUDITORS IT WAS NOTED THAT PwC shall retire and being eligible, had offered themselves for re- appointment as auditors of the Company at the AGM. IT WAS RESOLVED THAT the re-appointment of PwC as auditors of the Company for the ensuing year and the fixing of their remuneration thereof by the Board be proposed to the Shareholders at the AGM for approval as the ordinary business. 17. ANNUAL GENERAL MEETING IT WAS RESOLVED THAT the AGM of the Company be held at [venue] on [date] at [time] to transact the ordinary businesses as stated in the draft notice of AGM (“AGM Notice”). IT WAS FURTHER RESOLVED THAT the AGM Notice be hereby approved and that any one director be authorized to sign and issue the said notice on behalf of the Board and any director or secretary of the Company be authorized to arrange for the issuance to the Shareholders and the publication and uploading of the said notice onto the respective websites of the Stock Exchange and the Company in due course. Minutes of Board Meeting 23 March 2013 Page 5 of 6 IT WAS FURTHER RESOLVED THAT a proxy form, which shall be sent accompanying with the AGM Notice, shall be prepared in accordance with the proposed ordinary businesses set out in the AGM Notice. 18. PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES IT WAS NOTED THAT other than transacting the ordinary businesses, it would be in the interests of the Company for the Shareholders to grant at the AGM a general mandate to the Board to allot and issue new shares in the share capital of the Company up to 20 per cent. of the aggregate nominal amount of the issued share capital of the Company on the date of passing the relevant resolution, to grant a proposed repurchase mandate to the Board to repurchase shares of the Company from time to time as the Board thinks fit not exceeding 10 per cent. of the aggregate nominal amount of the issued share capital of the Company on the date of passing the relevant resolution and to extend the general mandate granted to the Board to issue new shares by the number of shares repurchased (the “General Mandates”). There were tabled at the meeting a draft circular (the “Circular”) to be dispatched to Shareholders, containing, inter alia: (a) proposals for the General Mandates to issue shares and repurchase shares pursuant to the Listing Rules for the purpose of seeking the Shareholders’ granting by way of the ordinary resolutions (the “Ordinary Resolutions”) the General Mandates to the directors; (b) re-election of retiring directors together with their particulars; and (c) the AGM Notice. IT WAS NOTED THAT all directors agreed to undertake to the Stock Exchange that they will exercise the power granted to them by the Shareholders at the AGM to allot and issue shares not exceeding 20% and repurchase shares not exceeding 10% of the issued share capital of the Company in accordance with the Listing Rules, the Bye-laws of the Company and the applicable laws of Bermuda. IT WAS RESOLVED THAT the contents of the Circular be approved, subject to minor amendment as any one director may find necessary, for issuance to the Shareholders and publication and uploading on the respective websites of the Stock Exchange and the Company. IT WAS FURTHER RESOLVED THAT the granting of the General Mandates to the Board be proposed to be passed as ordinary resolutions at the AGM. IT WAS ALSO RESOLVED THAT any director of the Company, be authorized to issue (1) the confirmation to the Stock Exchange that the explanatory statement contained the information required under rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement or the proposed share repurchase has unusual features; and (2) the confirmation of undertaking to the Stock Exchange on behalf of all directors of the Company. 19. [SHAREHOLDER COMMUNICATION POLICY OF THE COMPANY] [There was tabled before the meeting a copy of the Company’s shareholder communication policy for review.] [IT WAS NOTED THAT the aforesaid shareholder communication policy remained effective.] OR [IT WAS RESOLVED THAT the amendments on the aforesaid shareholder communication policy for the purpose of [ ], a copy of which was attached to these minutes, be approved.] Minutes of Board Meeting 23 March 2013 Page 6 of 6 20. [ANY OTHER BUSINESS PROPOSED] [ ] 21. NEXT BOARD MEETING [It was noted that the next meeting of the Board would be fixed on [ ] or on other date as agreed by the directors.] 22. CLOSE OF MEETING There being no further business, the Chairman declared the meeting closed. __________________________ [ ] Chairman of the Meeting