<PAGE>
DSG INTERNATIONAL LIMITED
NOTICE OF SIXTH ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 12, 1997
May 23, 1997
The Sixth Annual General Meeting of Shareholders of DSG International
Limited will be held at the Sheraton Hong Kong Hotel, 20 Nathan Road, Kowloon,
Hong Kong on Thursday, June 12, 1997 at 10:00 a.m. Hong Kong time, for the
following purposes:
1. To elect directors for the ensuing year.
2. To ratify the appointment of auditors.
3. To act upon any other matters properly coming before the meeting and
any adjournment thereof.
Only shareholders of record at the close of business on May 2, 1997 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
Any shareholder entitled to attend and vote at the meeting is entitled to
appoint a proxy to attend and vote instead of him. If you do not expect to
attend in person, please sign and return the enclosed Proxy in the envelope
provided which requires no postage if mailed in the United States.
By order of the Board of Directors
/s/ Johnny Tsui
Johnny Tsui
Secretary
<PAGE>
DSG INTERNATIONAL LIMITED
17/F Watson Centre
16022 Kung Yip Street
Kwai Chung
Hong Kong
Tel: 852-2427-6951
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of DSG International Limited (the "Company") of proxies
to be used at the Sixth Annual General Meeting of the Shareholders of the
Company to be held on Thursday, June 12, 1997 at 10:00 a.m. Hong Kong time at
the Sheraton Hong Kong Hotel, 20 Nathan Road, Kowloon, Hong Kong and at any
adjournment thereof. The Company was formed on December 31, 1991 and became the
holding company of the Company's predecessor DSG Holdings Limited and its
subsidiaries.
This proxy statement and the accompanying form of proxy were mailed to
shareholders beginning May 23, 1997.
PROXY SOLICITATION
A form of proxy is enclosed for use at the meeting. Unless contrary
instructions are indicated on the proxy, all shares represented by the valid
proxies received pursuant to this solicitation will be voted FOR election of the
nominees for directors of the Company named in this Proxy Statement and FOR the
appointment of the independent accountants and as the proxyholders deem
advisable on other matters that may come before the meeting. In the event a
shareholder specifies a different choice by means of the proxy, his or her
shares will be voted in accordance with the specifications so made. If any
other matters are properly presented to the meeting for action, it is intended
that the persons named in the enclosed form of proxy and acting thereunder will
vote in accordance with their best judgment on such matters. A proxy may be
revoked by a shareholder at any time before it is voted by delivering written
notice to the Company at its address listed above, by submitting a subsequently
dated proxy or by attending the meeting and voting by ballot.
The expense of preparing, printing and mailing this proxy statement and the
proxies solicited hereby will be borne by the Company. Proxies may be solicited
by directors, officers and regular employees of the Company, who will receive no
additional compensation for such solicitation, in person, by telephone or
facsimile. The Company will reimburse brokerage houses and other custodians,
nominees and fiduciaries for their expenses in accordance with the regulations
of the Securities and Exchange Commission on sending proxies and proxy material
to the beneficial owners of shares held of record by others.
A copy of the Annual Report of the Company containing audited financial
statements for the year ended December 31, 1996 accompanies the proxy statement.
On May 2, 1997, the record date for the determination of shareholders
entitled to vote at the meeting, 6,673,359 Ordinary Shares were outstanding and
carry the right to one vote for each share with respect to each matter to be
voted on at the meeting. The approval of a majority of the votes cast is
required for the election of directors, the ratification of the appointment of
independent accountants and other matters that may be properly brought before
the meeting.
-1-
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors of the Company presently consists of nine members,
six of whom are officers of the Company. It is intended that nine directors will
be elected in the meeting and the directors so elected will serve until the
Annual General Meeting of Shareholders in 1998 or until their successors are
elected and qualified.
The Board of Directors expects that all the nominees will be able and
willing to serve as directors. If, at the time of the Annual General Meeting on
June 12, 1997, any nominee is unable or declines to serve, the proxies may be
voted for another person nominated by the present Board of Directors to fill the
vacancy or the size of the Board may be reduced.
The following table sets forth certain biographical information concerning
each nominee.
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
YEAR ELECTED A DIRECTOR AND OTHER INFORMATION
- ----------------------- ---------------------
<S> <C>
Brandon Wang ......... Mr. Wang founded the Company in Hong Kong in 1973 and
51 1973 has been a director and the Company's Chairman and
Chief Executive Officer since that time. Mr. Wang is a
graduate of St. Francis Xavier's College in Kowloon,
Hong Kong. Mr. Wang owns 3,321,680 of the Company's
Ordinary Shares /(1)/.
Philip Leung ......... Mr. Leung helped establish the Company in 1973 and has
49 1973 served as a director and Vice President of the Company
since that time. Mr. Leung is currently also the
Company's Chief Purchasing Officer and oversees and
implements the global purchasing and product
development of the Company. Mr. Leung holds a diploma
of Management Studies from Hong Kong Polytechnic and
an M.B.A. degree from the University of East Asia,
Macau. Mr. Leung owns 234,000 of the Company's
Ordinary Shares.
Johnny Tsui .......... Mr. Tsui helped establish the Company in 1973 and has
56 1973 served as a director and Vice President of the Company
since that time. In September 1995, Mr Tsui was
appointed as Secretary of the Company. Mr. Tsui has
also served as Chief Operating Officer of the
Company's Asian Operation since 1991. Mr. Tsui owns
234,000 of the Company's Ordinary Shares.
Patrick Tsang ........ Mr. Tsang has been a director of the Company since
51 1980 1980, and was appointed a Vice President in January
1992. Mr. Tsang was Secretary of the Company from
March 1992 to September 1995. In 1988, Mr. Tsang
started up the Company's Australian operation. Since
July 1993 Mr. Tsang has also served as Chief Operating
Officer of the Company's European operations. Mr.
Tsang has a Ph.D. in Engineering from the University
of London. Mr. Tsang also attended a Management
Science course at Imperial College, London. Mr. Tsang
owns 122,000 of the Company's Ordinary Shares.
Terence Leung ......... Mr. Leung has been the Company's Chief Financial and
46 1991 Accounting Officer since 1988. Mr. Leung was appointed
a director in 1991 and a Vice President in January
1992. Before joining the Company in 1978, Mr. Leung
worked as an accountant with several major trading
corporations in Hong Kong. Mr. Leung is a certified
public accountant in the United Kingdom and Hong Kong.
Mr. Leung owns 117,000 of the Company's Ordinary
Shares.
</TABLE>
/(1)/ Includes 140,580 Ordinary Shares owned by Brandon Wang's wife, Eileen
Wang, as to which he disclaims beneficial ownership.
-2-
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
YEAR ELECTED A DIRECTOR AND OTHER INFORMATION
----------------------- ---------------------
<S> <C>
Peter Chang....................... Mr. Chang has been the Chief Operating Officer of the Company's U.S.
51 1991 operations since the Company moved its U.S. headquarters to Atlanta, Georgia
in late 1988. Mr. Chang joined the Company in 1984 as Vice President in
charge of U.S. sales and marketing at the time the Company commenced
operations in the United States, and became a director in 1991 and a Vice
President in January 1992. Prior to joining the Company, Mr. Chang held
various engineering and management positions with major U.S. airlines,
based in New York. Mr. Chang has a Master's Degree in Operations Research
from Kansas State University. Mr. Chang owns 124,000 of the Company's
Ordinary Shares.
Owen Price........................ Mr. Price became a director in April 1994. In 1993 Mr. Price retired as the
71 1994 Managing Director of Dairy Farm International Holdings Limited which he
joined in 1974. Prior to that time, Mr Price had 27 years experience with a
large Australian retailer, Woolworths Ltd., where he started as an Executive
Trainee and worked his way through to become Chief Executive in 1971.
Mr. Price has served on a number of retail councils in different countries and
has been an adviser to the Australian government on trade matters. Mr. Price
is a director of numerous companies in the Asia-Pacific region including
four other listed public companies: Dairy Farm International Holdings
Limited, Cycle And Carriage Limited (alternate director), Cold Storage
(Malaysia) Berhad and The Hour Glass Limited. Mr Price does not own any
Shares of the Company.
Anil Thadani ..................... Mr. Thadani advises the Company on financial matters, corporate
51 1995 strategy and development, and was a director of the Company from 1989
until April 1995, when he resigned as a result of his interest in the going
private transaction proposed by the Company's management group.
Mr. Thadani was re-elected to the Board in September 1995. Mr. Thadani is the
Chairman of Schroder Capital Partners (Asia) Limited, a direct investment
company, which he founded in July 1992 in joint venture with the Schroders
Group of the United Kingdom. Prior to this, Mr. Thadani was the Managing
Director and a founding partner of Arral & Partners Limited, a private
investment company based in Hong Kong. Mr. Thadani is also a director of
Programmed Maintenance Services Pty. Ltd., ODS System-Pro Holdings
Ltd., Equatorial Reinsurance (Singapore) Ltd. and Scandia (Asia) Ltd.
Mr. Thadani has a Master's Degree in Chemical Engineering from the University
of Wisconsin, Madison, and an M.B.A. from the University of California at
Berkeley. Mr Thadani owns 19,166 of the Company's Ordinary Shares.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
YEAR ELECTED A DIRECTOR AND OTHER INFORMATION
----------------------- ----------------------
<S> <C>
Terrence Daniels..................... Mr. Daniels served as a director of the Company from January 1992
54 1995 until April 1995, when he resigned as a result of his interest in the going
private transaction proposed by the Company's management group. Mr.
Daniels was re-elected to the Board in September 1995. Mr. Daniels is a
former Vice Chairman and director of W.R. Grace & Co. and a director of
Stimsonite Corporation, W.B. Bottling Corporation, Eskimo Pie Corporation,
and numerous other private companies. Mr. Daniels is the founder, principal
shareholder and sole director of Quad-C, Inc., an investment firm located in
Charlottesville, Virginia. Mr. Daniels has a B.A. and an M.B.A. from the
University of Virginia. Mr. Daniels owns 6,000 Ordinary Shares of the
Company. In addition, 10,000 Ordinary Shares of the Company are owned
by partnerships controlled by Quad-C, Inc.
</TABLE>
Brandon Wang is married to Eileen Wang-Tsang, who is Patrick Tsang's sister.
Peter Chang is married to Brandon Wang's sister.
BOARD AND COMMITTEE MEETINGS
The Board of Directors has, as standing Committees, an Executive Committee
and an Audit Committee.
The Executive Committee consists of Brandon Wang, Philip Leung, Johnny Tsui,
Patrick Tsang, Terence Leung and Peter Chang. It has authority to take any
action, other than appointment of auditors, election and removal of directors
and appointment of officers, which can be taken only by the Board of Directors.
The Audit Committee consists of Owen Price, Anil Thadani and Terrence
Daniels. The principal functions of the Audit Committee are (i) to recommend the
independent auditors to be employed by the Company; (ii) to consult with the
independent auditors with regard to the plan of audit; (iii) to review, in
consultation with the independent auditors, their audit report or proposed audit
report; and (iv) to consult with the independent auditors with regard to the
adequacy of the Company's internal accounting controls.
OWNERSHIP OF VOTING STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table gives data as of December 31, 1996 concerning (i) the
beneficial ownership of the Company's Ordinary Shares by all directors and
officers as a group as reported by each person, and (ii) the persons known to
the Company to be the beneficial owners of more than 10% of the outstanding
Ordinary Shares of the Company.
<TABLE>
<CAPTION>
Percentage of
Total Shares Total Shares
Beneficially Outstanding
Name of Director/ Owned as of as of
Beneficial Owner December 31, 1996 December 31, 1996
- ----------------- ----------------- -----------------
<S> <C> <C>
Brandon Wang....................... 3,321,680 /1/ 49.74%
Directors and Officers
as a Group (11 persons)............ 4,427,846 /1/ /2/ 66.30%
</TABLE>
/1/ Includes 140,580 Ordinary Shares owned by Brandon Wang's wife, Eileen Wang,
as to which he disclaims beneficial ownership.
/2/ Includes 123,000 Ordinary Shares owned by Benedict Wang's wife, Suk Yee
Heyley Sham, as to which he disclaims beneficial ownership; and 117,000
Ordinary Shares owned by S.L. Wang's wife, Pei Fang Wang, as to which he
disclaims beneficial ownership.
-4-
<PAGE>
As at the date of this proxy statement Brandon Wang and seven other members
of Management own more than 50% of the Company's outstanding Ordinary Shares
and, acting together, are able to control the election of the Board of
Directors, and thus the direction and future operations of the Company,
including decisions regarding acquisitions and the business opportunities, the
declaration of dividends and the issuance of additional Ordinary Shares and
other securities, in each case without the supporting vote of any other
shareholder of the Company. In addition, Brandon Wang is controlling shareholder
of the Company and thus may be deemed to be a parent of the Company under the
rules and regulations of the Securities Act.
COMPENSATION OF DIRECTORS AND OFFICERS
In 1996 the aggregate remuneration paid by the Company and its subsidiaries
to all directors and officers of the Company as a group (11 persons) for
services in all capacities was approximately $5,774,003.
CERTAIN TRANSACTIONS
The following table sets forth the aggregate amount of loans made by the
Company to Brandon Wang, the founder, principal shareholder and Chief Executive
Officer of the Company, to a company controlled by him, and to a trust of which
he is a beneficiary, from January 1, 1996 to December 31, 1996.
<TABLE>
<CAPTION>
Loan Balance Balance
at Beginning Loans Loans at End
of Period Extended Repaid of Period
------------ -------- ------ ---------
(dollars in thousands)
<S> <C> <C> <C> <C>
Year ended December 31, 1996..... $12,536 $ 7,638 $ 4,530 $15,644
Year ended December 31, 1995..... 674 13,167 1,305 12,536
Year ended December 31, 1994..... 5,550 6,737 11,613 674
</TABLE>
In 1996 and 1995 the Company advanced $7.6 million and $13.2 million,
respectively, to Brandon Wang, the founder, substantial shareholder and Chief
Executive Officer of the Company and to a trust of which he is a beneficiary.
These advances are made under a loan and security agreement in which the Company
agreed to make loans to Brandon Wang from time to time, subject to any limit on
such loans which may be imposed by the Board of Directors. The advances are
evidenced by promissory notes bearing interest at a rate equal to 1.5% over the
London Inter-Bank Offered Rate (LIBOR) or such other rate that the Board of
Directors and the borrower shall agree in writing. The rate of interest is
reviewed quarterly and adjusted, if necessary. The promissory notes are
collateralized by the pledge of shares of the Company held by Brandon Wang. The
fair market value of the shares pledged must be at least 200% of the amount due
under the notes. The loans are repayable on demand. However, the Company and
Brandon Wang have agreed to a quarterly repayment schedule, with the final
payment of principal due in 1998. during 1996, Brandon Wang and a trust
controlled by him repaid $4.5 million to the Company. The amount repayable in
1998 is shown as a non-current asset. At December 31, 1996, the rate of interest
on the notes was 7.2% (8% in 1995). Interest of $958,000 was charged on these
advances in 1996 ($652,000 in 1995). The balance at December 31, 1996 was $15.6
million.
In 1994 the Company advanced amounts totalling $6.7 million to Brandon Wang
and to a company controlled by him on an unsecured basis. Interest at the rate
of 8% per annum was charged on these advances and amounted to $305,000 in 1994.
-5-
<PAGE>
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors of the Company has selected the firm of Deloitte
Touche Tohmatsu, independent certified public accountants, as the independent
auditors to make an examination of the consolidated financial statements of the
Company and its subsidiaries for the 1997 fiscal year, subject to ratification
by the shareholders. Deloitte Touche Tohmatsu has acted as auditor for the
Company and the Company's predecessor for many years.
A representative of Deloitte Touche Tohmatsu is expected to be present at
the meeting, with the opportunity to make a statement if he desires to do so,
and will be available to respond to appropriate questions. Ratification will
require the affirmative vote of a majority of the Ordinary Shares present and
voting at the meeting in person or by proxy. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THIS PROPOSAL.
SUBMISSION OF PROPOSALS FOR 1998 ANNUAL GENERAL MEETING
All proposals of shareholders which are intended to be presented at the
next Annual General Meeting of Shareholders must be received at the Principal
Executive Office of the Company, 17/F Watson Centre, 16-22 Kung Yip Street, Kwai
Chung, Hong Kong not later than December 31, 1997 for inclusion in the 1998
proxy statement and form of proxy.
OTHER MATTERS
The Board does not know of any other business which may be presented for
consideration at the meeting. If any business not described herein should come
before the meeting, the persons named in the enclosed proxy will vote on those
matters in accordance with their best judgment.
By order of the Board of Directors
/s/ Johnny Tsui
JOHNNY TSUI
Secretary
Date: May 23, 1997
-6-
<PAGE>
DSG INTERNATIONAL LIMITED
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING JUNE 12, 1997
Brandon Wang and Johnny Tsui, or either of them, each with the power of
substitution, are hereby authorized to represent and vote the shares of the
undersigned at the Annual General Meeting of Shareholders of DSG International
Limited to be held on Thursday, June 12, 1997, and at any adjournment thereof.
1.ELECTION OF DIRECTORS:
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO VOTE FOR
(EXCEPT AS MARKED TO THE CONTRARY BELOW) ALL NOMINEES LISTED
NOMINEES: BRANDON WANG, PHILIP LEUNG, JOHNNY TSUI, PATRICK TSANG, TERANCE LEUNG,
PETER CHANG, OWEN PRICE, ANIL THADANI, TERRENCE DANIELS.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
- --------------------------------------------------------------------------------
2.RATIFICATION OF THE APPOINTMENT OF DELOITTE TOUCHE TOHMATSU AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3.UPON ANY OTHER MATTERS WHICH MIGHT PROPERLY COME BEFORE THE MEETING.
(Continued and to be executed and dated on the reverse side hereof)
<PAGE>
Shares represented by this proxy will be voted as directed by the
shareholder. If no such directions are indicated, the proxies will have
authority to vote FOR the election of directors and FOR Item 2.
Date:_____________________, 1997
--------------------------------
(Shareholder's Signature)
--------------------------------
(Shareholder's Signature)
Please sign exactly as your name
appears on this proxy. If
signing for estates, trusts or
corporations, title or capacity
should be stated. If shares are
held jointly, each holder should
sign.
PLEASE DATE, SIGN AND RETURN
