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AB Builders Group Limited — Proxy Solicitation & Information Statement 2026
Apr 27, 2026
50039_rns_2026-04-27_1209559a-9b50-4df4-b3c2-9e755db9b1fe.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in AB Builders Group Limited, you should at once forward this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
AB BUILDERS GROUP LIMITED
奥邦建築集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01615)
GENERAL MANDATES TO REPURCHASE SHARES AND
TO ISSUE NEW SHARES,
RE-ELECTION OF THE RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting (the “AGM”) of AB Builders Group Limited (the “Company”) to be held at Conference Room, 10th Floor, Edf. Comercial I Tak No. 126, Rua De Pequim Macau on 18 June 2026 (Thursday) at 3:00 p.m. is set out on pages 19 to 23 of this circular.
A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you intend to attend, speak and vote at the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions as indicated thereon to the branch share registrar of the Company, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending, speaking and voting at the AGM or any adjournment thereof should you so wish.
28 April 2026
CONTENTS
Pages
DEFINITIONS... 1
LETTER FROM THE BOARD
- INTRODUCTION... 4
- GENERAL MANDATES TO REPURCHASE SHARES
AND TO ISSUE NEW SHARES... 5 - RE-ELECTION OF RETIRING DIRECTORS... 6
- THE ANNUAL GENERAL MEETING... 6
- PROXY ARRANGEMENT... 6
- CLOSURE OF REGISTER OF MEMBERS... 7
- VOTING BY POLL... 7
- RESPONSIBILITY STATEMENT... 7
- RECOMMENDATION... 8
- LANGUAGE... 8
APPENDIX I — DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED... 9
APPENDIX II — EXPLANATORY STATEMENT ON
THE REPURCHASE MANDATE... 14
NOTICE OF ANNUAL GENERAL MEETING... 19
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held at Conference Room, 10th Floor, Edf. Comercial I Tak No. 126, Rua De Pequim Macau on 18 June 2026 (Thursday) at 3:00 p.m.
“associate(s)”
has the meaning ascribed thereto under the Listing Rules
“Board”
the board of Directors
“CCASS”
the Central Clearing and Settlement System established and operated by HKSCC
“Companies Law”
the Companies Law, Cap 22 (as consolidated and revised) of the Cayman Islands, as amended, consolidated or otherwise modified from time to time
“Company”
AB Builders Group Limited, which was incorporated in the Cayman Islands with limited liability and its shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited
“connected person(s)”
has the meaning ascribed thereto under the Listing Rules
“Director(s)”
the director(s) of the Company
“DSSOPT”
Land, Public Works and Transport Bureau of Macau (in Portuguese, the Direcção dos Serviços de Solos, Obras Públicas e Transportes da Região Administrativa Especial de Macau and in Chinese, 澳門特別行政區土地工務運輸局)
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
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DEFINITIONS
| “HKSCC” | Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Issuance Mandate” | a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to allot, issue and deal with Shares (including but not limited to the resale of treasury shares) of an aggregate nominal amount of up to twenty per cent of the aggregate nominal amount of the issued ordinary share capital (excluding treasury shares, if any) of the Company on the date of passing such resolution |
| “Latest Practicable Date” | 23 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time |
| “Macau” or “Macao” | the Macau Special Administrative Region of the PRC |
| “Memorandum and Articles” | the memorandum and articles of association of the Company, as amended from time to time |
| “Nomination Committee” | the Nomination Committee of the Company |
| “PRC” or “China” | the People’s Republic of China |
| “Repurchase Mandate” | a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to purchase Shares on the Stock Exchange of an aggregate nominal amount of up to ten per cent of the aggregate nominal amount of the issued ordinary share capital (excluding treasury shares, if any) of the Company on the date of passing such resolution |
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DEFINITIONS
| “SFO” | the Securities and Futures Ordinance (Cap. 571 of Laws of Hong Kong) |
|---|---|
| “Share(s)” | ordinary share(s) of the Company with a nominal value of HK$0.01 each |
| “Shareholder(s)” or “Member(s)” | the holder(s) of Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “subsidiary(ies)” | has the meaning ascribed thereto under the Listing Rules |
| “substantial shareholder(s)” | has the meaning ascribed thereto under the Listing Rules |
| “Takeovers Code” | The Hong Kong Code on Takeovers and Mergers |
| “treasury shares” | the Shares repurchased and held by the Company in treasury (if any), as authorised by the laws and regulations of the Cayman Islands and the Articles of Association, which for the purpose of the Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange |
| “%” | Per cent |
References to time and dates in this circular are to Hong Kong time and dates.
LETTER FROM THE BOARD
AB BUILDERS GROUP LIMITED
奧邦建築集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01615)
Executive Directors:
Ms. Lao Chao U (Chairlady and Chief Executive Officer)
Dr. Roberto Gnanavelu
Mr. Cheang Iek Wai
Mr. Ip Kin Wa
Independent Non-executive Directors:
Mr. Chu Yat Pang Terry
Mr. O'Yang Wiley
Mr. Choy Wai Shek, Raymond, MH, JP
Registered Office:
Ocorian Trust (Cayman) Limited
Winward 3, Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Principal Place of Business in Hong Kong:
14/F.,
Harbour Commercial Building,
122–124 Connaught Road Central
Hong Kong
28 April 2026
To the Shareholders
Dear Sir/Madam,
GENERAL MANDATES TO REPURCHASE SHARES AND
TO ISSUE NEW SHARES,
RE-ELECTION OF THE RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information in respect of:
(a) the granting of the general mandates to repurchase Shares and issue new Shares;
(b) the re-election of the retiring Directors; and
(c) the notice of Annual General Meeting.
LETTER FROM THE BOARD
2. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES
Ordinary resolutions will be proposed at the Annual General Meeting to approve the grant of new general mandates to the Directors:
(a) to repurchase Shares on the Stock Exchange of an aggregate nominal amount of up to ten per cent of the aggregate nominal amount of the issued ordinary share capital (excluding treasury shares, if any) of the Company on the date of passing such resolution;
(b) to allot, issue or deal with Shares (including but not limited to the resale of treasury shares) of an aggregate nominal amount of up to twenty per cent of the aggregate nominal amount of the issued ordinary share capital (excluding treasury shares, if any) of the Company on the date of passing such resolution (i.e. not exceeding 120,000,000 Shares based on the issued ordinary share capital of the Company of 600,000,000 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same on the date of passing such resolution); and
(c) to extend the Issuance Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.
The Repurchase Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in resolutions no. 4 and no. 5 as set out in the notice of Annual General Meeting.
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Repurchase Mandate. An explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II to this circular.
The Repurchase Mandate and the Issuance Mandate, unless revoked or varied by way of an ordinary resolution of the shareholders in general meeting, will expire at the conclusion of the next annual general meeting of the Company, which will be convened on or before 30 June 2027.
LETTER FROM THE BOARD
3. RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 108(a) and (b), at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation. In any event, every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election.
Ms. Lao Chao U, Mr. Ip Kin Wa and Mr. Choy Wai Shek, Raymond, MH, JP will retire by rotation and, being eligible, have offered themselves for re-election at the AGM.
The biographical details of the above-named Directors are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.
Taking into consideration the confirmation of independence made by Mr. Choy Wai Shek, Raymond, MH, JP pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules, the Nomination Committee is of the view that he is independent and would continue to bring in fresh perspectives, objective insights and independent judgment to the Board as well as the Board committees he currently serves on. In view of the extensive knowledge, experience, skills, expertise, etc. of all the aforesaid retiring Directors, the Nomination Committee has recommended to the Board the re-election of Ms. Lao Chao U, Mr. Ip Kin Wa and Mr. Choy Wai Shek, Raymond, MH, JP at the AGM. The Board endorsed the nomination by the Nomination Committee and recommended them to stand for re-election at the AGM.
4. THE ANNUAL GENERAL MEETING
A notice convening the AGM to be held at Conference Room, 10th Floor, Edf. Comercial I Tak No. 126, Rua De Pequim Macau on 18 June 2026 (Thursday) at 3:00 p.m. is set out on pages 19 to 23 of this circular.
5. PROXY ARRANGEMENT
A form of proxy for use at the AGM is enclosed with this circular and has been posted on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.abbuildersgroup.com). Whether or not you intend to attend, speak and vote at the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions as indicated thereon to the branch share registrar of the Company, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, as soon as possible but in
LETTER FROM THE BOARD
any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending, speaking and voting at the AGM or any adjournment thereof should you so wish.
6. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from, Monday, 15 June 2026 to Thursday, 18 June 2026, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend, speak and vote at the AGM to be held on Thursday, 18 June 2026, all completed share transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 4:30 p.m. on Friday, 12 June 2026. The record date for determining the eligibility of the Shareholders for attending, speaking and voting at the AGM is Thursday, 18 June 2026.
7. VOTING BY POLL
There is no Shareholder who has any material interest in the proposed resolutions regarding the General Mandate and Repurchase Mandate, therefore none of the Shareholders is required to abstain from voting on such resolutions.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative, shall have one vote for every fully paid Share of which he/she is the holder. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same way.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by a poll. Therefore, all resolutions proposed at the Annual General Meeting shall be voted by poll. The results of the poll will be announced by the Company in compliance with the Listing Rules.
8. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors individually and collectively accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this circular misleading.
LETTER FROM THE BOARD
9. RECOMMENDATION
The Directors consider that (i) the granting of the Repurchase Mandate and the granting/extension of the Issuance Mandate; and (ii) the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
10. LANGUAGE
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully
For and on behalf of the Board
AB Builders Group Limited
Ms. Lao Chao U
Chairlady and executive director
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
As at the Latest Practicable Date, save as disclosed herein, none of the following Directors had any relationship with any other Director, senior management or substantial or Controlling Shareholder of the Company, or any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Pursuant to the Listing Rules, the details of the retiring Directors proposed for re-election at the Annual General Meeting are provided as follows:
Ms. LAO Chao U (“Ms. Athena Lao”) (剑秋瑜女士), aged 38, was appointed as our Director on 23 February 2017 and was re-designated as our chief executive officer and executive Director on 17 August 2018. She is appointed as Chairlady of the Board on 17 December 2025. She is responsible for the day-to-day operations of our Group. She serves as a member of the remuneration committee and nomination committee of the Company. She is also directors of certain subsidiaries of the Group. Ms. Athena Lao obtained a bachelor’s degree in science from University of California, Berkeley in the United States in December 2010 and a master degree of science in construction and real estate from The Hong Kong Polytechnic University in September 2019. Ms. Athena Lao has also completed her second master degree of business administration from Peking University in June 2025. Ms. Athena Lao is a civil engineer (執行工程指導職務而作之技術員) registered with Land, Public Works and Transport Bureau of Macau (“DSSOPT”) and a civil engineer registered with the Council of Architecture, Engineering and Urban Planning (建築工程及城市規劃專業委員會) in Macau. She became a member and was appointed as a review examiner of the Chartered Institution of Civil Engineering Surveyors in July 2016 and April 2017, respectively.
Ms. Athena Lao has over 10 years of experience in the construction industry in Macau. Ms. Athena Lao joined our Group in January 2011 as an engineer and had then been a project coordinator, a project assistant, an assistant project manager and a general manager from which she gained the knowledge and experience in the rundown of construction projects.
Ms. Athena Lao is the director of Macao ASEAN International Chamber of Commerce (澳門東盟國際商會理事), the Deputy Chairman of Macau Jiangmen Youth Association (澳門江門青年會副主席) and the Chairlady and Member Interviewing Examiner of Chartered Institution of Civil Engineering Surveyors (Macau Region) (英國特許土木工程測量師學會(澳門地區)會長). Ms. Athena Lao is also a member of the Macau Institution of Engineers (澳門工程師學會會員).
Ms. Athena Lao has awarded Outstanding leader in ESG disclosure contributor Award by HKQAA (Hong Kong Quality Assurance Agency) in 2024 (於2024年獲「HKQAA香港質量保證局」頒發傑出ESG披露貢獻領袖大獎). Ms. Athena Lao has awarded Outstanding young entrepreneur of Greater Bay Area Award by Guangdong-HK-Macao Bay Area Entrepreneurs Union in 2023 (於2023年榮獲粵港澳大灣區企業家聯盟頒發第四屆粵港澳大灣區傑出青年企業家大獎) and awarded the Star Entrepreneur Award by “CreditEase” in 2021 (於2021年獲「宜信財富」頒發星耀企業家大獎).
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
During the Reporting Period, Ms. Athena Lao has the following positions of different institutions.
- Macao Economic and Livelihood Union — Director (澳門經濟民生聯盟 — 理事)
- Macao Construction Association Youth Committee — Member (澳門建造商會青年委員會 — 委員)
- Macau (International) Zonta International — Deputy Director (澳門(國際)祟德社 — 副理事長)
- Associação Comercial de Fomento Predial de Macau — Executive Vice President (澳門地產發展商會 — 常務副理事長)
- American Society of Civil Engineers — Member (美國土木工程師協會 — 會員)
- China International Mediation and Arbitration Institute — Member (中國國際調解仲裁院 — 委員)
- Kunming International Commercial Arbitration Service Center — International Advisor (昆明國際商事仲裁服務中心 — 國際顧問).
Ms. Athena Lao is the daughter of Mr. Lao Chio Seng and his spouse, Ms. Wong Hio Mei, controlling shareholders of the Company. Ms. Athena Lao is the spouse of Mr. Cheang Iek Wai and the sister-in-law of Dr. Roberto Gnanavelu. Save as disclosed above, Ms. Athena Lao does not have any other relationships with the Directors, senior management or substantial or controlling shareholders of the Company.
Save as disclosed above, Ms. Athena Lao (i) does not hold any other position in the Company or other members of the Group; (ii) has not held any directorship in any listed public companies in the last three years preceding the Latest Practicable Date; and (iii) has no other major appointments and professional qualifications.
Ms. Athena Lao has entered into a service contract with the Company in relation to his appointment as an executive Director for a three-year period effective from 17 August 2018 (the Listing Date) and will continue thereafter until terminated by not less than three months' notice. The amount of monthly remuneration of Macau pataca ("MOP") 56,200 was determined by the Board with reference to her background, experience, duties and responsibilities with the Group and prevailing market situation. Her directorship is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Memorandum and Articles of the Company and the Listing Rules.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed above, there are no other matters concerning Ms. Athena Lao that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
Mr. IP Kin Wa (葉建華先生) (“Mr. Ip”), aged 59, was appointed as our Director on 23 February 2017 and was re-designated as our executive Director on 17 August 2018. He is responsible for project management. Mr. Ip graduated from the Fujian Institutions of Higher Learning (福建高等學校) in the People's Republic of China in July 1988 and had obtained the diploma of safety supervisor from the Labour Affairs Bureau of Macau and Macau Construction Works School (澳門建築工程學校) in 1993. Mr. Ip completed the trainer course for occupational safety card for the construction industry organised by the Labour Affairs Bureau of Macau in December 2012.
Mr. Ip has over 20 years of experience in the construction and fitting-out industry of Macau. Mr. Ip joined our Group as the deputy general manager of a subsidiary of the Company from April 2006 to September 2012. In July 2010, Mr. Ip established Wa Fa Kin Ip Engineering Co. Ltd (華發建業工程有限公司) (“Wa Fa”), a company which carried out construction works services and owned as to 90% by him and 10% by his spouse. In December 2013, while remaining as a director of Wa Fa, Mr. Ip rejoined our Group as a senior project manager for facilitating the works of Wa Fa to manage and supervise our four construction projects (i.e. to communicate as the representative of our Group with the parties working on the projects, in particular, the subcontractors). In July 2015, having considered the performance and contribution of Mr. Ip to our Group, as well as Mr. Ip’s intention to develop his career within our Group and join the management team of our Group for future development, Mr. Ip was appointed as a managing director of a subsidiary of the Company and all the contracts entered into between our Group and Wa Fa were then terminated to avoid any conflict of interest. Prior to joining our Group in 2006, he was employed by Tong Lei Engineering & Construction Company Limited from December 1995 to April 2004 and the latest position he served was the project manager. Mr. Ip served as the project manager of Top Builders Group Limited from April 2004 to April 2006.
Mr. Ip has undertaken various social responsibilities. He is a member of the 13th Quanzhou Committee of the Chinese People's Political Consultative Conference (中國人民政治協商會議第十三屆泉州市委員會委員), the vice chairman of the Fujian Chamber of Commerce (福建總商會副會長), the vice chairman of the Macao-Taiwan Chamber of Commerce (澳門閣台商會副會長), the executive vice president of Fujian Natives General Association of Macau (澳門福建同鄉總會常務副理事長), the director of Hunan Overseas Friendship Association (湖南省海外聯誼會理事), the permanent chairman of Macau Engineering Superintendent Association (澳門工程施工主管協會永遠會長), the permanent chairman of Macau Nan An Shishan Association (澳門南安詩山同鄉會永遠會長), Honorary Chairman (永遠名譽會長) of Nam On Natives Association of Macau (澳門南安同鄉會) and Nanan Chamber of Commerce of Macau (澳門南安商會) and the deputy chairman of Macao Ip’s Clan Association (澳門葉氏宗親會副會長). He was a trainer for occupational safety card for the construction industry organised by the Labour Affairs Bureau of Macau from October 2016 to December 2016.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Mr. Ip is interested in 60,000,000 Shares, representing 10% of the entire issued share capital of the Company. Save as disclosed above, Mr. Ip does not have any other interests in the Shares within the meaning of Part XV of the SFO. Mr. Ip does not have any relationships with the Directors, senior management or substantial or controlling shareholders of the Company.
Save as disclosed above, Mr. Ip (i) does not hold any other position in the Company or other members of the Group; (ii) has not held any directorship in any listed public companies in the last three years preceding the Latest Practicable Date; and (iii) has no other major appointments and professional qualifications.
Mr. Ip has entered into a service contract with the Company in relation to his appointment as an executive Director for a three-year period effective from 17 August 2018 and will continue thereafter until terminated by not less than three months' notice. The amount of monthly remuneration of MOP50,000 was determined by the Board with reference to his background, experience, duties and responsibilities with the Group and prevailing market situation. His directorship is subject to retirement by rotation and re-election at the next annual general meeting of the Company in accordance with the Memorandum and Articles of the Company and the Listing Rules.
Save as disclosed above, there are no other matters concerning Mr. Ip that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
Mr. CHOY Wai Shek, Raymond, MH, JP (蔡偉石先生，榮譽勳章，太平紳士), aged 76, was appointed as our independent non-executive Director on 17 August 2018. He is responsible for overseeing the management of our Group independently. He also serves as the chairman of the nomination committee of the Board and a member of the audit committee and remuneration committee of the Board. Mr. Choy was awarded a diploma in Chinese Law from the University of East Asia Macau in Macau (currently known as the University of Macau) in October 1987 and a diploma in Political Science from the International Affairs College, Institute of International Relations Hong Kong in July 1988.
Prior to joining our Group, Mr. Choy was a member of the Sham Shui Po District Board from April 1985 to 2001 and subsequently became the chairman from April 1991 to September 1994. Mr. Choy was a member of the Consultative Committee on the New Airport and Related Projects of the Government from November 1991 to October 1997, a Hong Kong affairs adviser appointed by the Hong Kong and Macao Affairs Office and the Xinhua News Agency of the State Council from April 1994 to June 1997, a committee member and the vice-chairman of the Occupational Safety and Health Council of the Labour and Welfare Bureau from 2004 to 2010, a member of the
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Energy Advisory Committee of the Environment Bureau from 2006 to 2012 and a member of the Consumer Council of the Commerce and Economic Development Bureau from January 2006 to December 2011.
He was a member of the 9th to 12th Guangzhou Committee of the Chinese People's Political Consultative Conference (中國人民政治協商會議廣州市委員會第九至第十二屆委員). He was also an honorary president of GMC Hong Kong Member Association in February 2012 and has been an honorary committee member of Chinese General Chamber of Commerce since 2020.
Mr. Choy has been an independent non-executive Director of New Concept Holdings Limited (stock code: 2221) and Far East Hotels and Entertainment Limited (stock code: 37), the shares of which are listed on the Main Board of the Stock Exchange, since August 2014 and September 2004, respectively.
Save as disclosed above, Mr. Choy (i) does not hold any other position in the Company or other members of the Group; (ii) has not held any directorship in any listed public companies in the last three years preceding the Latest Practicable Date; and (iii) has no other major appointments and professional qualifications.
Mr. Choy has entered into a letter of appointment with the Company in relation to his appointment as an independent non-executive Director for a three-year period from 17 August 2021 subject to the termination in certain circumstances as stipulated in the relevant letter of appointment. The amount of annual remuneration of HK$180,000 was determined by the Board with reference to his background, experience, duties and responsibilities with the Group and prevailing market situation. His directorship is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Memorandum and Articles of the Company and the Listing Rules.
Mr. Choy does not have any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Mr. Choy does not have any relationships with the Directors, senior management or substantial or controlling shareholders of the Company.
Save as disclosed above, there are no other matters concerning Mr. Choy that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders for consideration of the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised of 600,000,000 Shares.
Subject to the passing of ordinary resolution no. 5 as set out in the notice of Annual General Meeting and on the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 60,000,000 Shares (represents 10% of the issued Shares of the Company as at the date of passing the resolution to approve the Repurchase Mandate) during the period in which the Repurchase Mandate remains in force.
The Repurchase Mandate, unless revoked or varied by way of an ordinary resolution of the shareholders in general meeting, will expire at the conclusion of the next annual general meeting of the Company, which will be convened on or before 30 June 2027.
If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may either cancel the Shares repurchased and/or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the Share repurchase.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
2. REASONS FOR SHARE REPURCHASE
The Directors believe that the proposed granting of the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.
Repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net assets and/or earnings per Share. The Directors are seeking granting of the Repurchase Mandate to give the Company the flexibility to do so if and when
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
3. FUNDING OF REPURCHASES
Any repurchases will only be funded out of funds of the Company legally available for the purpose of making the proposed Repurchase Mandate in accordance with the Memorandum and Articles and the applicable laws of the Cayman Islands.
The Company is empowered by the Memorandum and Articles to repurchase its Shares. Under the laws of the Cayman Islands, the capital portion payable on a share repurchase by the Company may be paid out of the profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of the share repurchase or, subject to the Companies Law, out of capital and, in the case of any premium payable on a share repurchase, such premium may be paid out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Companies Law, out of capital.
4. EFFECT OF EXERCISING THE REPURCHASE MANDATE
There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. DISCLOSURE OF INTERESTS
None of the Directors and, to the best of their knowledge having made all reasonable enquiries, none of their respective associates, have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
6. GENERAL
The Directors have confirmed to exercise the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands, and in accordance with the regulations set out in the Memorandum and Articles.
The Company has confirmed that neither the explanatory statement nor the Repurchase Mandate has any unusual features.
7. TAKEOVERS CODE CONSEQUENCE
If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all Shares not already owned by such Shareholder or group of Shareholders.
As at the Latest Practicable Date, the following Shareholders are interested in more than 5 per cent of the Shares in issue:
| Name | Number of Shares | Percentage Holding |
|---|---|---|
| Laos International Holdings Limited (Note) | 255,000,000 | 42.50% |
| WHM Holdings Limited (Note) | 135,000,000 | 22.50% |
| Ip Kin Wa | 60,000,000 | 10.00% |
Notes: 255,000,000 Shares were beneficially owned by Laos International Holdings Limited (“Laos International”) which is wholly-owned by Mr. Lao Chio Seng (“Mr. Lao”). Ms. Wong Hio Mei (“Mrs. Lao”), spouse of Mr. Lao, wholly owns WHM Holdings Limited (“WHM Holdings”) which beneficially owns 135,000,000 Shares.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interests of the above Shareholders in the Shares would be increased to:
| Name | Percentage Holding |
|---|---|
| Laos International | 47.22% |
| WHM Holdings | 25.00% |
| Ip Kin Wa | 11.11% |
To the best knowledge of the Directors, such increases would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but would result in the public shareholding in the Company to be less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange). The Directors would not exercise the Repurchase Mandate to such an extent as may result in public shareholding of the Company to fall below 25%. The Directors are also not aware of any consequence which would arise under the Takeovers Code as a consequence of any share repurchase pursuant to the Repurchase Mandate and have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such an extent as to result in takeover obligations.
8. SHARE REPURCHASES MADE BY THE COMPANY
No repurchase of Shares has been made by the Company during the last six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
9. CONNECTED PERSON
No connected person has notified the Company that he/she has a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the Company is authorised to make repurchase of Shares when the granting of the Repurchase Mandate is approved by the Shareholders.
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
10. MARKET PRICES OF SHARES
The highest and lowest prices at which the Shares were traded on Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:
| Share Prices | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2025 | ||
| April | 0.270 | 0.245 |
| May | 0.249 | 0.224 |
| June | 0.238 | 0.200 |
| July | 0.260 | 0.215 |
| August | 0.270 | 0.225 |
| September | 0.255 | 0.228 |
| October | 0.250 | 0.225 |
| November | 0.248 | 0.212 |
| December | 0.380 | 0.240 |
| 2026 | ||
| January | 0.345 | 0.305 |
| February | 0.320 | 0.250 |
| March | 0.320 | 0.246 |
| April (up to the Latest Practicable Date) | 0.400 | 0.285 |
NOTICE OF ANNUAL GENERAL MEETING
AB BUILDERS GROUP LIMITED
奧邦建築集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01615)
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of AB Builders Group Limited (the “Company”) will be held at Conference Room, 10th Floor, Edf. Comercial I Tak No. 126, Rua De Pequim Macau on 18 June 2026 (Thursday) at 3:00 p.m. for the following purposes:
ORDINARY BUSINESS
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To receive and consider the audited financial statements and the reports of the directors and the auditors for the year ended 31 December 2025.
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To re-elect the following retiring directors and authorise the board of directors (the “Board”) to fix the directors’ remuneration:
(i) Ms. Lao Chao U as an executive Director
(ii) Mr. Ip Kin Wa as an executive Director
(iii) Mr. Choy Wai Shek, Raymond, MH, JP as an independent non-executive Director
- To re-appoint Baker Tilly Hong Kong Limited as the auditors of the Company and authorise the Board to fix their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without amendments the following resolutions as ordinary resolutions:
4. “THAT
(a) subject to paragraph (c) of this resolution below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued ordinary shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and
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NOTICE OF ANNUAL GENERAL MEETING
recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), be and is hereby, generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
(c) the aggregate nominal amount of ordinary share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued ordinary share capital (excluding treasury shares, if any) of the Company as at the time of passing this resolution; and
(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the shareholders of the Company in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and Articles or any applicable laws of the Cayman Islands to be held.
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NOTICE OF ANNUAL GENERAL MEETING
5. "THAT
(a) subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares, including but not limited to the resale of treasury shares, of HK$0.01 each in the capital of the Company (the "Shares") and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into the Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into the Shares) which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of ordinary share capital allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) and (b) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the subscription rights or conversion under the terms of any securities which are convertible into the Shares or warrants to subscribe for the Shares; (iii) any share option scheme or similar arrangement for the time being adopted for the grant to the Directors and employees of the Company and/or other eligible persons of the rights to acquire the Shares; or (iv) any scrip dividend on the Shares in accordance with the Memorandum and Articles, shall not exceed 20% of the aggregate nominal amount of the ordinary share capital (excluding treasury shares, if any) of the Company in issue as at the date of the passing of this resolution; and
(d) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the shareholders of the Company in general meeting; and
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and Articles or any applicable laws of the Cayman Islands to be held;
and
“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).
- “THAT conditional upon the passing of ordinary resolution nos. 4 and 5 above, the aggregate nominal amount of the ordinary share capital of the Company which are repurchased by the Company pursuant to and in accordance with the said ordinary resolution no. 4 shall be added to the aggregate nominal amount of the ordinary share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to and in accordance with the said ordinary resolution no. 5.”
By order of the Board of
AB Builders Group Limited
Ms. Lao Chao U
Chairlady and executive director
Hong Kong, 28 April 2026
Registered Office
Ocorian Trust (Cayman) Limited
Windward 3, Regatta office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Principal Place of Business in Hong Kong
14/F.,
Harbour Commercial Building,
122–124 Connaught Road Central
Hong Kong
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
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Any member of the Company entitled to attend, speak and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend, speak and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a member of the Company.
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In order to be valid, the instrument appointing a proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be).
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CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from, Monday, 15 June 2026 to Thursday, 18 June 2026, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend, speak and vote at the AGM to be held on Thursday, 18 June 2026, all completed share transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 4:30 p.m. on Friday, 12 June 2026. The record date for determining the eligibility of the Shareholders for attending, speaking and voting at the AGM is Thursday, 18 June 2026.
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A form of proxy for use at the meeting is sent together with the circular. Completion and delivery of the form of proxy shall not preclude any member from attending, speaking and voting in person at the meeting and in such event, the instrument appointing the proxy shall be deemed to be revoked.
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Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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Voting for the above resolution shall be taken by poll.
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As at the date of this notice, the board of directors comprises four executive directors, namely Ms. Lao Chao U, Dr. Roberto Gnanavelu, Mr. Cheang Iek Wai and Mr. Ip Kin Wa; and three independent non-executive directors, namely Mr. Chu Yat Pang Terry, Mr. O'Yang Wiley and Mr. Choy Wai Shek, Raymond, MH, JP.
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