09:18 JOYCE BOUTIQUE<00647> - Announcement (2) in itself, affect the underlying assets, business operations, management or financial position of the Company or the interests of the shareholders of the Company as a whole. Reasons for the Share Premium Reduction The Board considers that the elimination of the accumulated losses of the Company in full will give the Company more flexibility to declare dividends to its shareholders at the earliest opportunity in the future as and when the Board considers appropriate. The Board believes that the Share Premium Reduction is beneficial to the Company and its shareholders as a whole. Conditions of the Share Premium Reduction The Share Premium Reduction is conditional on: (a) the passing by the shareholders of the Company of a special resolution to approve the Share Premium Reduction at the SGM; and (b) the proper compliance with the requirements of section 46(2) of the Companies Act, including (i) the publication of a notice in relation to the Share Premium Reduction in an appointed newspaper in Bermuda at a date not more than thirty days and not less than fifteen days before the date on which the Share Premium Reduction is to have effect; and (ii) the passing of a board resolution on the date the Share Premium Reduction is to be effected, confirming that there are no reasonable grounds for the belief that the Company is, or after the Share Premium Reduction, unable to pay its liabilities as they become due. In the event that the above conditions are fulfilled, it is expected that the Share Premium Reduction will become effective on the date of passing of the special resolution to approve the Share Premium Reduction. GENERAL A circular containing details regarding the Share Premium Reduction together with a notice convening the SGM will be despatched to the shareholders of the Company as soon as practicable. As at the date of this announcement, the Board comprises Mr. Walter K. W. Ma, Mrs. Joyce E. Ma, Ms. Adrienne M. Ma, Mr. Michael E. Brillhart, Mr. Antonio Chan, Mr. Michael C. Kalyk, Ms. Doreen Y. F. Lee, Mr. Eric F. C. Li, Mr. Gonzaga W. J. Li, Mr. Eric K. K. Lo, Ms. Yvette T. Ma, Mr. Stephen T. H. Ng, Mr. T. Y. Ng and Mr. Paul Y. C. Tsui. DEFINITIONS In this Announcement, unless the context requires otherwise, the following expressions have the following meanings: "Board" board of directors of the Company "Company" Joyce Boutique Holdings Limited, an exempted company incorporated in Bermuda with limited liability and whose securities are listed on The Stock Exchange of Hong Kong Limited "Companies Act" the Companies Act 1981 of Bermuda (as amended) "HK$" Hong Kong dollars "Hong Kong" the Hong Kong Special Administrative Region