WARDERLY INTERNATIONAL HOLDINGS LIMITED

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take
no responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this announcement.
WARDERLY INTERNATIONAL HOLDINGS LIMITED
匯多利國際控股有限公司 *
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 00607)
(1) PROPOSED CHANGE OF COMPANY NAME AND
PROPOSED ADOPTION OF FORMAL CHINESE NAME;
AND
(2) APPOINTMENT OF EXECUTIVE DIRECTOR AND CHANGE OF
AUTHORIZED REPRESENTATIVE AND AGENT
FOR THE SERVICE OF PROCESS IN HONG KONG
The Board of the Company proposes to change the English name of the Company from “Warderly
International Holdings Limited” to “Fullshare Holdings Limited” and to adopt the Chinese Name “豐
盛控股有限公司” as the dual foreign name of the Company.
The Proposed Change of Company Name and the Proposed Adoption of Formal Chinese Name are
subject to the fulfilment of the conditions set out in the section headed “Conditions for the Change of
Company Name and the Adoption of Formal Chinese Name” in this announcement.
The Board is also pleased to announce that Mr. Wang has been appointed as an executive Director as an
addition to the Board with effect from 10 September 2014.
The existing authorized representatives of the Company are Ms. Seto and Mr. Hurip and the agent for
service of process in Hong Kong is Mr. Hurip. Following the appointment of Mr. Wang as an executive
Director, Mr. Wang will be also appointed as the authorized representative and agent for service of
process in Hong Kong with effect from 10 September 2014. Mr. Hurip will resign as the authorized
representative and the agent for service of process in Hong Kong on the same day but will remain as an
executive Director. Ms. Seto will remain as the other authorized representative of the Company.
A circular containing, amongst other things, (i) details regarding the Proposed Change of Company
Name and the Proposed Adoption of Formal Chinese Name; (ii) the proposed re-election of Mr. Wang
as a Director; and (iii) a notice convening the EGM and related proxy form will be despatched to the
Shareholders as soon as practicable.
The Company will make further announcement(s) on the effective date of the Proposed Change of
Company Name, the Proposed Adoption of Formal Chinese Name and the consequential change in the
stock short names of the Company upon the Proposed Change of Company Name and the Proposed
Adoption of Formal Chinese Name becoming effective.
*
for identification purpose only
1
PROPOSED CHANGE OF COMPANY NAME AND PROPOSED ADOPTION OF
FORMAL CHINESE NAME
The board (the “Board”) of directors (the “Director”) of Warderly International Holdings Limited
(the “Company”, together with its subsidiaries, the “Group”) proposes to change the English name of
the Company from “Warderly International Holdings Limited” to “Fullshare Holdings Limited” (the
“Proposed Change of Company Name”), and to adopt “豐盛控股有限公司” as the dual foreign name
(the “Chinese Name”) of the Company (the “Proposed Adoption of Formal Chinese Name”).
REASONS FOR THE CHANGE OF COMPANY NAME AND THE ADOPTION OF
FORMAL CHINESE NAME
The Board considers that the Proposed Change of Company Name and the Proposed Adoption of Formal
Chinese Name will provide a new corporate image and identity of the Company. The Proposed Adoption
of Formal Chinese Name, if approved and effective, will allow the Company to use the Chinese Name
as a registered dual foreign name under the laws in the Cayman Islands. The Directors believe that
the Proposed Change of Company Name and the Proposed Adoption of Formal Chinese Name will be
conducive to the Company’s future business development and are in the interests of the Company and the
shareholders (the “Shareholders”) of the Company as a whole.
CONDITIONS FOR THE CHANGE OF COMPANY NAME AND THE ADOPTION
OF FORMAL CHINESE NAME
The Proposed Change of Company Name and the Proposed Adoption of Formal Chinese Name are
subject to (i) a special resolution by the Shareholders at an extraordinary general meeting (the “EGM”)
to approve the Proposed Change of Company Name and the Proposed Adoption of Formal Chinese Name
having been passed; and (ii) the approval by the Registrar of Companies in the Cayman Islands for the
use of the proposed new name by the Company and the adoption of Chinese Name having been obtained.
Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name and
the Proposed Adoption of the Formal Chinese Name will take effect from the date of entry of the new
English name and the Chinese Name on the register maintained by the Registrar of the Companies in
the Cayman Islands. If the adoption of the Chinese Name becomes unconditional and effective under the
laws of the Cayman Islands, the Registrar of Companies in the Cayman Islands will issue a Certificate
of Incorporation on Change of Name with inclusion of the Chinese Name as part of the official name of
the Company. The Chinese Name will be the Company’s dual foreign name for the purposes of the laws
of the Cayman Islands. Thereafter, the Company will carry out the necessary registration and/or filing
procedures with the Register of Companies in the Cayman Islands and the Companies Registry in Hong
Kong.
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EFFECTS OF THE CHANGE OF COMPANY NAME AND ADOPTION OF
FORMAL CHINESE NAME
The Proposed Change of Company Name and the Proposed Adoption of Formal Chinese Name will not
affect any rights of the Shareholders. After the Proposed Change of Company Name and the Proposed
Adoption of Formal Chinese Name have become effective, all existing share certificates in issue will
continue to be evidence of title and will be valid for trading, settlement and registration and delivery for
the same number of shares of the Company in the new name of the Company on The Stock Exchange of
Hong Kong Limited. There will not be any arrangement for the exchange of the existing share certificates
of the Company for new share certificates bearing the new name of the Company.
Once the Proposed Change of Company Name and the Proposed Adoption of Formal Chinese Name
have become effective, new share certificates of the Company will be issued only in the new name of the
Company.
APPOINTMENT OF EXECUTIVE DIRECTOR
The Board is pleased to announce that Mr. Wang Bo (“Mr. Wang”) has been appointed as an executive
Director as an addition to the Board with effect from 10 September 2014. Details of the biography of Mr.
Wang are set out below:
Mr. Wang, aged 34, obtained Juris doctor degree from Duke University, USA, in 2007, master of laws
degree from Nanjing University in 2004 and bachelor of laws degree from Nanjing University of Finance
& Economics in 2001. He also obtained Legal Profession Qualification of PRC in 2002. Mr. Wang
worked as a manager of Legal Department of DBS Bank (China) Limited Shanghai Branch from 2010
to 2011 and an associate and a senior associate of King & Wood Mallesons from 2007 to 2010. From
March 2011 to September 2014, Mr. Wang worked as the general manager of Fullshare Group Limited,
and the director and the managing director of Fullshare International Group Limited. Since March 2011,
Mr. Wang has been and is currently a director of Fullshare Group Limited. The controlling shareholder of
Fullshare Group Limited and Fullshare International Group Limited is Mr. Ji Changqun, who is also the
controlling Shareholder, a Director and the chief executive officer of the Company.
Mr. Wang was the sole shareholder, the director and the legal representative of 南京美迅工貿實業
有限公司 (Nanjing Mei Xun Industrial and Trade Co., Ltd.*) (“Nanjing Mei Xun”), which was a
company established in Nanjing in June 2004 and had remained dormant then. The business licence of
Nanjing Mei Xun was revoked by Nanjing Administration for Industry and Commerce due to its failure
to participate in the annual inspection carried out by Xuanwu Branch of Nanjing Administration for
Industry and Commerce for the year of 2010 within the prescribed time. To the best knowledge and
belief of Mr. Wang, it was the local staff of Nanjing Mei Xun who was responsible for handling daily
operation including handling the annual inspection of Nanjing Mei Xun and as the director and the legal
representative, Mr. Wang was not aware of any such information that the annual inspection had not been
done by local staff. To the best knowledge of Mr. Wang, the director and the legal representative of
Nanjing Mei Xun had not received any fine or penalty as a result of such revocation of business licence
*
for identification purpose only
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as at the date of this announcement. Nanjing Mei Xun had been dissolved on 13 July 2011. As advised
by the Company’s legal advisers as to PRC laws, there is no legal basis to conclude that Mr. Wang as
the director and the legal representative of Nanjing Mei Xun would bear any personal liability as a result
of the revocation of business licence. On such basis, the Company ’s legal advisers as to PRC laws have
advised that Mr. Wang would not be prohibited from serving as a director of a company incorporated
and listed outside of the PRC and Mr. Wang serving as a director of a company incorporated and listed
outside of the PRC would not contravene the PRC Company Laws (中華人民共和國公司法). The
Directors (including the independent non-executive Directors) are of the view that, despite the revocation
of business licence of Nanjing Mei Xun, Mr. Wang is fit to be an executive Director and the incident of
the revocation of the business licence of Nanjing Mei Xun will not affect Mr. Wang’s suitability to act
as a Director under Rules 3.08 and 3.09 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”).
Save as disclosed in this announcement, Mr. Wang confirms for himself that: (i) he has not held any
directorships in the last three years in any public companies, the securities of which are listed on any
securities market in Hong Kong and/or overseas, nor held any other major appointment and professional
qualification; (ii) he is not related to any other Directors, members of senior management or substantial
or controlling Shareholders of the Company, and he does not have any interests in the Shares or securities
of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571
of the Laws of Hong Kong); (iii) no additional information is required to be disclosed pursuant to the
requirements under Rule 13.51(2) of the Listing Rules; (iv) there are no other matters relating to Mr.
Wang that need to be brought to the attention of the Shareholders, and (v) all the requirements under
Rule 13.51(2) of the Listing Rules have been fulfilled.
Mr. Wang has entered into a service contract with the Company which is effective from 10 September
2014 and shall expire on 9 September 2017 unless terminated before that date. In accordance with the
memorandum and articles of association of the Company, Mr. Wang will hold office until the forthcoming
general meeting of the Company after his appointment (i.e., the EGM) and he will be eligible for reelection at that meeting. Mr. Wang will receive an annual remuneration of HK$2,568,000, which was
recommended by the remuneration committee of the Company and determined by the Board, with
reference to the prevailing market conditions and based on his experience, duties and responsibilities.
The Board expresses its warm welcome to Mr. Wang on his appointment.
CHANGE OF AUTHORIZED REPRESENTATIVE AND AGENT FOR THE
SERVICE OF PROCESS IN HONG KONG
The existing authorized representatives of the Company are Ms. Seto Ying (“Ms. Seto”) and Mr. Eddie
Hurip (“Mr. Hurip”) and the agent for service of process in Hong Kong is Mr. Hurip. Following the
appointment of Mr. Wang as an executive Director, Mr. Wang will be also appointed as the authorized
representative and agent for service of process in Hong Kong with effect from 10 September 2014. Mr.
Hurip will resign as the authorized representative and the agent for service of process in Hong Kong
on the same day but will remain as an executive Director. Ms. Seto will remain as the other authorized
representative of the Company.
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GENERAL
A circular containing, amongst other things, (i) details of the Proposed Change of Company Name and
the Proposed Adoption of Formal Chinese Name; (ii) the proposed re-election of Mr. Wang as a Director;
and (iii) a notice convening the EGM and related proxy form will be despatched to the Shareholders as
soon as practicable. An announcement on the result of the poll will be made by the Company after the
EGM.
The Company will make further announcement on the effective date of the Proposed Change of Company
Name, the Proposed Adoption of Formal Chinese Name and the consequential change in the stock short
names of the Company upon the Proposed Change of Company Name and the Proposed Adoption of
Formal Chinese Name becoming effective.
By Order of the Board
Warderly International Holdings Limited
Ji Changqun
Chairman
Hong Kong, 10 September 2014
As at the date of this announcement, the executive Directors are Mr. Ji Changqun, Mr. Shi Zhiqiang,
Mr. Zhou Yanwei, Mr. Eddie Hurip and Mr. Wang Bo and the independent non-executive Directors are
Mr. Lau Chi Keung, Mr. Chow Siu Lui and Mr. Tsang Sai Chung.
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