Annual Report 2023

178 2023 Annual Report Transport International Holdings Limited Directors’ Report Discloseable interests of shareholders in shares and short positions in shares, underlying shares and debentures As at 31 December 2023, the interests or short positions of the persons, other than Directors and the chief executive of the Company, being 5% or more in the interest in the shares and underlying shares of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were notified to the Company and The Stock Exchange of Hong Kong Limited pursuant to Divisions 2 and 3 of Part XV of the SFO and required to be entered in the register maintained by the Company pursuant to Section 336 of the SFO, were as follows: Ordinary shares of HK$1 each Registered shareholders Corporate interests Trustee interests Total number of shares held Percentage of total issued shares HSBC Trustee (C.I.) Limited – – 205,173,952 205,173,952 41.5% Sun Hung Kai Properties Limited (Notes 1 and 2) – 211,323,017 – 211,323,017 42.7% Arklake Limited (Note 1) 116,401,692 – – 116,401,692 23.5% Hung Fat (Hop Kee) General Contractors Limited (Note 1) 34,845,579 – – 34,845,579 7.0% Wister Investment Limited (Note 1) 30,911,611 – – 30,911,611 6.3% HSBC International Trustee Limited 37,805,269 – – 37,805,269 7.7% Kwong Tai Holdings (PTC) Limited (Note 3) 26,699,308 – – 26,699,308 5.4% Notes: 1 The interest disclosed by Sun Hung Kai Properties Limited (“SHKP”) includes 182,158,882 shares disclosed by Arklake Limited, Hung Fat (Hop Kee) General Contractors Limited and Wister Investment Limited. 2 Under The Code on Takeovers and Mergers (the “Takeovers Code”), a person will be subject to mandatory offer obligations if such person acquires, whether by a series of transactions over a period of time or not, 30% or more of the voting rights of a company. Such threshold was reduced from 35% to 30% with effect from 19 October 2001. However, transitional provisions apply where a person, or two or more persons acting in concert, holds 30% or more of the voting rights of a company but less than 35% of such voting rights immediately prior to 19 October 2001. For so long as such holding remains in this range and until ten years after that date, the Takeovers Code shall be interpreted and applied as if the 30% trigger in Rule 26.1(a) and (b) of the Takeovers Code was 35% for such person or persons and such person or persons are not subject to the 2% creeper under Rule 26.1(c) and (d) of the Takeovers Code. In this regard, SHKP held 30% or more of the voting rights of the Company but less than 35% of such voting rights immediately prior to 19 October 2001, and the above transitional provisions apply to SHKP for so long as its holding remains within the range of 30% and 35% for a period of ten years after 19 October 2001. With effect from 19 October 2011, the above transitional provisions expired and SHKP is subject to the 2% creeper under Rules 26.1(c) and (d) of the Takeovers Code. 3 The interest disclosed by Kwong Tai Holdings (PTC) Limited includes 26,699,308 shares disclosed by Ms Winnie Ng, who is a Director of the Company. Purchase, sale or redemption of the Company’s shares During the year, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s own shares. Pre-emptive rights There is no provision for pre-emptive rights under either the Company’s Bye-laws or the laws in Bermuda.