January 31, 2018
Dear Members of the Board of China Motor Bus Company, Limited (“CMB”),
Questions regarding Kwan Mui
Mingpao published an article today with the headline “中巴從未披露「坤梅」持股 屬大股東顏氏家族旗下 佔6.5萬股”. The full article is appended here. We are perplexed.
We would like to seek your urgent clarification regarding Kwan Mui Company Limited (“KM”).
- Is it true that KM is the registered holder of 65,000 shares in CMB, as Mingpao reported?
- In what ways are the Ngan family members related to KM?
- How many shares in CMB does KM beneficially own?
- Who are the beneficial owners of KM?
- Who are the directors of KM?
- Who has control over the affairs of KM?
- Did the independent directors review CMB’s register of members, before signing off the Report of the Directors in CMB’s 2017 annual report (“AR2017”)?
- Did the independent directors notice that KM is a shareholder of CMB (if true)?
- Are the independent directors aware of KM’s ties to the three Ngan family board members (if any)?
- Is it true that KM and CMB share the same registered office at CMB’s headquarters, as reported in the Mingpao article?
- How is KM related to CMB?
- What are the businesses of KM?
- Are the Ngan family board members required to disclose their interest in those 65,000 shares in AR2017? If not, why not?
- Has KM ever sold or bought any shares in CMB? Have those sale or purchase transactions ever been disclosed? If not, why not?
- Are there any undisclosed shares owned, held or controlled by Irene Ngan, Horace Ngan or Henry Ngan? If yes, why?
- Are there any errors in the Report of the Directors in AR2017?
- Is there a need to restate the AR2017, as well as earlier annual reports that contain errors (if any)?
- Has any regulatory disclosure requirement been breached?
- Have you notified the Securities and Futures Commission and other regulators the breach, if any? What are the remedies?
Kindly contact me at +852 9835 4836 any time at your convenience. Again, we earnestly request you for an opportunity to meet.
Argyle Street Management Limited