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Allied Group Limited Proxy Solicitation & Information Statement 2026
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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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Allied Group Limited, you should at once hand this circular, the accompanying form of proxy and the 2025 Annual Report 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.
ALLIED GROUP LIMITED
(联合集团有限公司)
(Incorporated in Hong Kong with limited liability)
(Stock Code: 373)
PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting ("AGM") of Allied Group Limited ("Company") to be held at Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 29th May, 2026 at 10:00 a.m., is set out on pages 16 to 20 of this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment or postponement thereof, provided that no account is to be taken of any part of a day that is a public holiday. Completion and return of the form of proxy will not preclude the shareholders of the Company from attending and voting in person at the AGM or any adjournment or postponement thereof if they so wish.
28th April, 2026
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
Introduction 3
Re-election of Directors 4
General Mandates to Issue Securities and Repurchase Shares 6
AGM 7
Recommendation 7
General Information 7
APPENDIX I — DIRECTORS PROPOSED TO BE RE-ELECTED 8
APPENDIX II — EXPLANATORY STATEMENT 12
NOTICE OF AGM 16
DEFINITIONS
In this circular (other than in the notice of AGM), unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
annual general meeting of the Company to be held at Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 29th May, 2026 at 10:00 a.m. or any adjournment or postponement thereof
"Articles of Association"
the articles of association of the Company
"Board"
board of Directors
"Companies Ordinance"
Companies Ordinance (Chapter 622 of the Laws of Hong Kong)
"Company"
Allied Group Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange
"Director(s)"
director(s) of the Company
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"INED(s)"
independent non-executive Director(s)
"Latest Practicable Date"
21st April, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Lee and Lee Trust"
Lee and Lee Trust, a substantial shareholder of the Company, which was interested in 2,634,646,760 Shares, representing approximately 74.98% of the total number of Shares in issue as at the Latest Practicable Date and which is a discretionary trust
"Listing Rules"
Rules Governing the Listing of Securities on the Stock Exchange
"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of the Company
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DEFINITIONS
"Share Buy-backs Code" Hong Kong Code on Share Buy-backs
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" Hong Kong Code on Takeovers and Mergers
"2025 Annual Report" annual report of the Company for the year ended 31st December, 2025
"%" per cent
LETTER FROM THE BOARD
ALLIED GROUP LIMITED
(聯合集團有限公司)
(Incorporated in Hong Kong with limited liability)
(Stock Code: 373)
Executive Directors:
Lee Seng Hui (Chief Executive)
Mak Pak Hung
Mark Wong Tai Chun
Non-Executive Directors:
Arthur George Dew (Chairman)
Akihiro Nagahara (Vice Chairman)
Lee Su Hwei
Independent Non-Executive Directors:
David Craig Bartlett
Alan Stephen Jones
Lisa Yang Lai Sum
Kelvin Chau Kwok Wing
Registered Office:
22nd Floor
Allied Kajima Building
138 Gloucester Road
Wanchai
Hong Kong
28th April, 2026
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to, among other things, (i) the re-election of Directors; and (ii) the granting to the Directors of general mandates to issue securities of the Company and repurchase Shares up to 20% and 10% respectively of the total number of Shares in issue as at the date of the passing of such resolutions.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
As at the Latest Practicable Date, the Board consists of ten (10) Directors, namely Mr. Arthur George Dew, Mr. Akihiro Nagahara, Mr. Lee Seng Hui, Mr. Mak Pak Hung, Mr. Mark Wong Tai Chun, Ms. Lee Su Hwei, Mr. David Craig Bartlett, Mr. Alan Stephen Jones, Ms. Lisa Yang Lai Sum and Mr. Kelvin Chau Kwok Wing.
Pursuant to Article 105(A) of the Articles of Association, 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 such that each Director (including those appointed for a specific term) will be subject to retirement by rotation at least once every three (3) years at the annual general meeting, provided always that any Director appointed pursuant to Article 96 of the Articles of Association shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election. Pursuant to Article 96 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following annual general meeting of the Company, and shall then be eligible for re-election.
Pursuant to Article 105(A) of the Articles of Association, Ms. Lee Su Hwei, Ms. Lisa Yang Lai Sum and Mr. Kelvin Chau Kwok Wing shall retire from office by rotation and, being eligible, offer themselves for re-election at the AGM. In addition, Mr. Mark Wong Tai Chun, being a Director appointed by the Board after the Company's last general meeting held on 29th May, 2025, shall hold office only until the AGM pursuant to Article 96 of the Articles of Association and, being eligible, offer himself for re-election as Director.
Further, pursuant to the code provision B.2.3 of Part 2 of the Corporate Governance Code under Appendix C1 of the Listing Rules, if an independent non-executive director has served more than nine (9) years, his/her further appointment should be subject to a separate resolution to be approved by shareholders.
Ms. Lisa Yang Lai Sum has served as an INED for more than nine (9) years. The nomination committee of the Company has assessed the independence of Ms. Yang based on her annual confirmation of independence with reference to the criteria as set out in Rule 3.13 of the Listing Rules. In the process of assessing the independence of Ms. Yang, the nomination committee of the Company has considered (i) the factors under Rule 3.13 of the Listing Rules; (ii) whether Ms. Yang is capable of bringing fresh perspectives and independent judgment to the Board despite her familiarity with the Company's affairs and management; and (iii) the fact that Ms. Yang did not have any management role in the Group nor any relationship with any Director, senior management, substantial or controlling shareholder of the Company. Based on the above criteria and upon due deliberation, the nomination committee of the Company considered that Ms. Yang
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LETTER FROM THE BOARD
had exercised impartial judgment and given independent guidance to the Company during her tenure of office, and her long service would not affect her ability to bring fresh perspectives and the exercise of independent judgment in her independent scope of work. As such, the nomination committee of the Company is satisfied that Ms. Yang is able to continue to independently fulfill her role as an INED and recommends the same to the Board. The Board concurs with the view of the nomination committee of the Company and therefore recommends the re-election of Ms. Yang as an INED notwithstanding the fact that she has served the Company for more than nine (9) years.
Article 109 of the Articles of Association provides that no person other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company during the period commencing no earlier than the day after the despatch of the notice of the general meeting appointed for such election and ending no later than seven (7) days prior to the date of such general meeting.
Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice in writing of his/her intention to propose such person for election as a Director and the notice in writing executed by the nominee of his willingness to be elected must be validly served at the registered office of the Company at 22nd Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong on or before Thursday, 21st May, 2026.
Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting.
Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.
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LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES
At the annual general meeting of the Company held on 29th May, 2025, ordinary resolutions were passed for the granting of general mandates to the Directors (i) to allot, issue or otherwise deal with additional securities of the Company up to 20% of the total number of Shares in issue as at that date (“Existing Issue Mandate”), being 702,736,872 Shares; and (ii) to repurchase Shares up to 10% of the total number of Shares in issue as at that date (“Existing Repurchase Mandate”), being 351,368,436 Shares.
The Existing Issue Mandate and the Existing Repurchase Mandate will expire upon the conclusion of the AGM. The Directors consider that the Existing Issue Mandate and the Existing Repurchase Mandate increase the flexibility in dealing of the Company’s affairs and are in the interests of both the Company and the Shareholders as a whole, and that the same shall continue to be adopted by the Company.
New general mandates to allot, issue or otherwise deal with additional securities of the Company up to 20% of the total number of Shares in issue as at the date of passing the resolution as set out in Resolution No. 4(A) of the notice of AGM will be proposed at the AGM. Subject to the passing of the resolution granting the proposed mandate to issue securities of the Company and on the basis that the total number of Shares in issue of the Company remains unchanged on the date of the AGM, the Company will be allowed under such mandate to issue a maximum of 702,736,872 Shares, representing 20% of the total number of Shares in issue as at the Latest Practicable Date. In addition, a new general mandate to repurchase Shares up to 10% of the total number of Shares in issue as at the date of passing the resolution (“Share Repurchase Mandate”) as set out in Resolution No. 4(B) of the notice of AGM will also be proposed at the AGM. A resolution authorising the extension of the general mandate to the Directors to issue securities of the Company to include the total number of such Shares repurchased (if any) under the Share Repurchase Mandate is to be proposed as Resolution No. 4(C) of the notice of AGM at the AGM.
With reference to the proposed new general mandates, the Directors, as at the Latest Practicable Date, wish to state that they have no immediate plans to issue any new securities of the Company pursuant to the relevant mandates.
In the event that the Share Repurchase Mandate is exercised, the relevant shares bought back will be cancelled and/or held as treasury shares, and will be carried out in compliance with the applicable requirements under the Listing Rules, the relevant laws in Hong Kong and the Articles of Association.
An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed view on whether to vote for or against Resolution No. 4(B) to be proposed at the AGM in relation to the proposed Share Repurchase Mandate is set out in Appendix II to this circular.
LETTER FROM THE BOARD
AGM
The notice of AGM to be held at Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 29th May, 2026 at 10:00 a.m. is set out on pages 16 to 20 of this circular. A copy of the 2025 Annual Report is despatched to the Shareholders together with this circular. Ordinary resolutions in respect of, inter alia, the re-election of Directors and the general mandates to issue securities of the Company and repurchase Shares will be proposed at the AGM.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The resolutions to be proposed at the AGM do not relate purely to a procedural or administrative matter. Accordingly, all resolutions set out in the notice of AGM will be put to vote by way of poll at the AGM. An announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules.
A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment or postponement thereof, provided that no account is to be taken of any part of a day that is a public holiday. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM or any adjournment or postponement thereof if they so wish.
RECOMMENDATION
The Directors consider that the proposed ordinary resolutions for approval of the re-election of the retiring Directors, the grant of general mandates to issue securities of the Company and repurchase Shares, and to add the total number of Shares that may be repurchased to the total number of Shares that may be allotted pursuant to the general mandate to issue securities of the Company are each in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.
Yours faithfully,
For and on behalf of the Board
Allied Group Limited
Arthur George Dew
Chairman
APPENDIX I
DIRECTORS PROPOSED TO BE RE-ELECTED
The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:
Ms. Lee Su Hwei, aged 55, was appointed a Non-Executive Director of the Company in May 2000. She holds a Bachelor of Economics Degree from the University of Sydney and has experience as an investment analyst and in the securities industry generally in Hong Kong and the region. She is the sister of Mr. Lee Seng Hui (the Chief Executive and Executive Director of the Company). Save as disclosed above, Ms. Lee did not hold any other directorship in listed public companies in Hong Kong or overseas during the past three years.
Ms. Lee, Mr. Lee Seng Hui (the Chief Executive and Executive Director of the Company and the brother of Ms. Lee) and Mr. Lee Seng Huang are the trustees of Lee and Lee Trust, being a discretionary trust, which indirectly held 2,634,646,760 Shares. The Lee and Lee Trust controlled approximately 74.98% of the total number of Shares in issue as at the Latest Practicable Date. Ms. Lee was therefore deemed to have an interest in the above Shares within the meaning of Part XV of the SFO.
A service contract has been entered into between the Company and Ms. Lee, pursuant to which she will have no designated length of service with the Company but shall be subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association or any other applicable laws from time to time whereby she shall vacate her office. Ms. Lee will not receive any directors' fee during her term of office.
Save as disclosed above, Ms. Lee did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company nor had she any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
There are no other matters or information in relation to Ms. Lee's re-election that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.
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APPENDIX I
DIRECTORS PROPOSED TO BE RE-ELECTED
Ms. Lisa Yang Lai Sum, aged 59, was appointed an Independent Non-Executive Director of the Company in November 2013. She graduated from the University of Sydney with a Bachelor's Degree in Law and Economics and is also qualified as a solicitor in Australia and England. She is a practising solicitor in Hong Kong and a consultant of ONC Lawyers. Ms. Yang is also an independent non-executive director of each of Tian An China Investments Company Limited, Asiasec Properties Limited and Tian An Medicare Limited. Save as disclosed above, Ms. Yang did not hold any other directorship in listed public companies in Hong Kong or overseas during the past three years.
In considering Ms. Yang's re-election, the Board, with the assistance and recommendation from the nomination committee of the Board, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, nationality, length of service, and the professional experience, skills and expertise Ms. Yang can provide. The Board is of the view that during her tenure as an INED of the Company, Ms. Yang has made positive and valuable contributions to the Company's strategy, policies and performance with her independent advice, comments, judgment and objective views from the perspective of her legal background coupled with her general understanding of business of the Group. She also contributes to the diversity of the Board particularly because of her gender. Holding not more than seven listed company directorships, she is able to devote sufficient time and attention to perform the duties as an INED. In view of the above, Ms. Yang's re-election is considered to be of benefit to the Company.
A service contract which forms the basis of emoluments has been entered into between the Company and Ms. Yang, pursuant to which (i) she will have no designated length of service with the Company but shall be subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association or any other applicable laws from time to time whereby she shall vacate her office; and (ii) she is entitled to a service fee of HK$115,000 per annum. The remuneration of Ms. Yang was determined with reference to the recommendation of the remuneration committee of the Board, the prevailing market conditions and the terms of the Company's remuneration policy.
Save as disclosed above, Ms. Yang did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company nor had she any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. The nomination committee of the Company has assessed the independence of Ms. Yang based on her annual confirmation of independence with reference to the criteria as set out in Rule 3.13 of the Listing Rules. Ms. Yang is considered by the Board to be independent notwithstanding the fact that she has served as a Director for more than nine (9) years after taking into account (i) the factors under Rule 3.13 of the Listing Rules; (ii) her ability in bringing fresh perspectives and independent judgment to the Board; (iii) the fact that she does not have any management role in the Company nor any relationship with any Director, senior management, substantial or controlling shareholder of the Company; and (iv) her experience and her past contributions to governance.
There are no other matters or information in relation to Ms. Yang's re-election that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.
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APPENDIX I
DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Kelvin Chau Kwok Wing, aged 63, was appointed an Independent Non-Executive Director of the Company in June 2020. He was a senior adviser to Rothschild & Co, the global financial advisory firm from 2020 to 2021 and Chairman of Hong Kong from 2018 to 2020. Mr. Chau joined N M Rothschild & Sons (Hong Kong) Limited in 1987 and has been a banker with the group throughout his career. He has extensive experience in corporate mergers and acquisitions, capital markets and wealth management. Mr. Chau graduated from University of Buckingham, United Kingdom, with a Bachelor of Laws degree, and is a Fellow of The Hong Kong Institute of Directors. Mr. Chau is a senior advisor at Harmony Advisors, a family office and investment firm in Hong Kong. He is also currently an independent non-executive director of APAC Resources Limited ("APAC"), Travel Expert (Asia) Enterprises Limited ("Travel Expert") and Giordano International Limited ("Giordano"). APAC, Travel Expert and Giordano are companies listed on the main board of the Stock Exchange. He also serves on the University Council's Finance Committee and Investment sub-committee at the City University of Hong Kong. Save as disclosed above, Mr. Chau did not hold any other directorship in listed public companies in Hong Kong or overseas during the past three years.
In considering Mr. Chau's re-election, the Board, with the assistance and recommendation from the nomination committee of the Board, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, nationality, length of service, and the professional experience, skills and expertise Mr. Chau can provide. The Board is of the view that during his tenure as an INED, Mr. Chau has made positive and valuable contributions to the Company's strategy, policies and performance with his independent advice, comments, judgment and objective views from the perspective of his legal and financial background coupled with his general understanding of business of the Group. He also contributes to the diversity of the Board by bringing fresh perspectives to the Board because of his expertise in the financial sector. Holding not more than seven listed company directorships, he is able to devote sufficient time and attention to perform the duties as an INED. In view of the above, Mr. Chau's re-election is considered to be of benefit to the Company.
A service contract which forms the basis of emoluments has been entered into between the Company and Mr. Chau pursuant to which (i) he will have no designated length of service with the Company but shall be subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association or any other applicable laws from time to time whereby he shall vacate his office; and (ii) he is entitled to a service fee of HK$115,000 per annum. The remuneration of Mr. Chau was determined with reference to the recommendation of the remuneration committee of the Board, the prevailing market conditions and the terms of the Company's remuneration policy.
APPENDIX I
DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed above, Mr. Chau did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company nor had he any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. The nomination committee of the Company has assessed the independence of Mr. Chau based on his annual confirmation of independence with reference to the criteria as set out in Rule 3.13 of the Listing Rules. Mr. Chau is considered by the Board to be independent after taking into account (i) the factors under Rule 3.13 of the Listing Rules; (ii) his ability in bringing fresh perspectives and independent judgment to the Board; (iii) the fact that he does not have any management role in the Company nor any relationship with any Director, senior management, substantial or controlling shareholder of the Company; and (iv) his experience and his past contributions to governance.
There are no other matters or information in relation to Mr. Chau’s re-election that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.
Mr. Mark Wong Tai Chun, aged 61, was appointed an Executive Director of the Company in March 2026. Mr. Wong has been the director of investment of the Company since September 2007. He is also a director of certain subsidiaries of the Company. He has a Master’s Degree in Business Administration and is a fellow of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants, The Chartered Governance Institute and The Hong Kong Chartered Governance Institute. Mr. Wong is currently a non-executive director of Tian An Medicare Limited and an alternate director to Mr. Arthur George Dew (“Mr. Dew”) in APAC Resources Limited, Tanami Gold NL (“Tanami Gold”) and Dragon Mining Limited. He was an alternate director to Mr. Dew in Tian An Australia Limited (“TIA”) until May 2023. Tanami Gold and TIA are companies listed on the Australian Securities Exchange. Save as disclosed above, Mr. Wong did not hold any other directorship in listed public companies in Hong Kong or overseas during the past three years.
An employment contract which forms the basis of emoluments has been entered into between the Company and Mr. Wong, pursuant to which he is entitled to receive (i) a monthly salary of HK$260,737 and (ii) a discretionary bonus which is based on the performance of the Company. He will have no designated length of service with the Company but shall be subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association or any other applicable laws from time to time whereby he shall vacate his office. The remuneration of Mr. Wong was determined with reference to the recommendation of the remuneration committee of the Board, the prevailing market conditions and the terms of the Company’s remuneration policy.
Save as disclosed above, Mr. Wong did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company nor had he any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
There are no other matters or information in relation to Mr. Wong’s re-election that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.
APPENDIX II
EXPLANATORY STATEMENT
This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in relation to the proposed Share Repurchase Mandate.
TOTAL NUMBER OF SHARES IN ISSUE
As at the Latest Practicable Date, the total number of Shares in issue was 3,513,684,360 Shares.
Subject to the passing of the resolution granting the proposed Share Repurchase Mandate and on the basis that the total number of Shares in issue of the Company remains unchanged on the date of the AGM, the Company will be allowed to repurchase a maximum of 351,368,436 Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.
REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
The Directors would exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and in circumstances where they consider that the Shares can be repurchased on the terms favourable to the Company. On the basis of the consolidated financial position of the Company as at 31st December, 2025, being the date to which the latest published audited financial statements of the Company were made up, if the general mandate to repurchase Shares was to be exercised in full at any time during the proposed repurchase period, it may have a material adverse impact on the working capital and gearing level of the Company.
The Directors do not propose to exercise the mandate to repurchase Shares to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company as compared with the position disclosed in the latest published audited financial statements of the Company or the gearing level which, in the opinion of the Directors, are from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT
FUNDING OF REPURCHASES
Repurchases to be made pursuant to the proposed Share Repurchase Mandate to repurchase Shares would be financed out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of Hong Kong and the Listing Rules. Such funds include, but are not limited to, profits available for distribution.
EFFECT OF THE TAKEOVERS CODE AND SHARE BUY-BACKS CODE
Upon the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interests in the voting rights of the Company increases, and such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and Rule 6 of the Share Buy-backs Code. Accordingly, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and, depending on the level of increase of the Shareholders' interests, may become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.
| Name of Shareholders | Number of Shares interested | Approximate % of the total number of Shares in issue | Notes | Approximate % of the total number of Shares in issue should the Share Repurchase Mandate be exercised in full |
|---|---|---|---|---|
| Cashplus Management Limited (“Cashplus”) | 1,117,233,760 | 31.79% | – | 35.32% |
| Zealous Developments Limited (“Zealous”) | 1,117,233,760 | 31.79% | 1 and 2 | 35.32% |
| Minty Hongkong Limited (“Minty”) | 1,517,413,000 | 43.18% | – | 47.98% |
| Lee and Lee Trust | 2,635,105,180 | 74.99% | 3, 4 and 5 | 83.32% |
Notes:
1. This represents the same interest of Cashplus in 1,117,233,760 Shares.
2. Cashplus is a wholly-owned subsidiary of Zealous. Zealous was therefore deemed to have an interest in the Shares in which Cashplus was interested.
3. Minty and Zealous are wholly-owned by the trustees of Lee and Lee Trust, being a discretionary trust.
4. Mr. Lee Seng Hui and Ms. Lee Su Hwei, both being Directors, together with Mr. Lee Seng Huang, are the trustees of Lee and Lee Trust, being a discretionary trust, and were therefore deemed to have an interest in the Shares in which Minty and Zealous were interested.
5. This figure includes 1,517,413,000 Shares and 1,117,233,760 Shares held by Minty and Zealous (via its interest in Cashplus) respectively, and Mr. Lee Seng Hui’s personal interests in 458,420 Shares.
APPENDIX II
EXPLANATORY STATEMENT
As at the Latest Practicable Date, Lee and Lee Trust (through Minty and Zealous and inclusive of Mr. Lee Seng Hui’s personal interests) are beneficially interested in an aggregate of 2,635,105,180 Shares, representing approximately 74.99% of the total number of Shares in issue.
Based on such interests in the Shares and in the event that the Directors exercise in full the power to repurchase Shares under the Share Repurchase Mandate and assuming that no further Shares are issued or repurchased prior to the AGM, the abovementioned interests will be increased to approximately 83.32% of the total number of Shares in issue. To the best of the knowledge and belief of the Directors, such increase will not give rise to an obligation to make a mandatory general offer under Rules 26 and 32 of the Takeovers Code, and the total number of Shares held by the public will be reduced to less than 25% of the total number of Shares in issue. The Directors have no present intention to repurchase Shares to the extent that it will result in the total number of Shares held by the public being reduced to less than 25% of the total number of Shares in issue if the Share Repurchase Mandate is approved at the AGM.
PRICE OF THE SHARES
The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the last twelve months:
| Price per Share | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2025 | ||
| April | 1.55 | 1.41 |
| May | 1.58 | 1.50 |
| June | 1.65 | 1.53 |
| July | 1.69 | 1.60 |
| August | 2.50 | 1.59 |
| September | 2.48 | 2.10 |
| October | 2.92 | 2.19 |
| November | 2.36 | 2.04 |
| December | 2.40 | 2.09 |
| 2026 | ||
| January | 3.09 | 2.34 |
| February | 3.61 | 2.73 |
| March | 3.70 | 2.56 |
| April (up to the Latest Practicable Date) | 2.94 | 2.69 |
APPENDIX II
EXPLANATORY STATEMENT
REPURCHASE OF SHARES MADE BY THE COMPANY
The Company has not repurchased any of its Shares on the Stock Exchange or otherwise, during the six months immediately preceding the Latest Practicable Date (i.e. 22nd October, 2025 to 21st April, 2026).
GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company or its subsidiaries in the event that the Share Repurchase Mandate is approved by the Shareholders.
No core connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so in the event that the Company is authorised to make repurchases of the Shares.
The Directors will exercise the Share Repurchase Mandate to repurchase any Shares in accordance with the Listing Rules and the applicable laws of Hong Kong. In the event that the Share Repurchase Mandate is exercised, the relevant shares bought back will be cancelled and/or held as treasury shares, and will be carried out in compliance with the applicable requirements under the Listing Rules, the relevant laws in Hong Kong and the Articles of Association. Neither this explanatory statement nor the Share Repurchase Mandate has any unusual features.
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NOTICE OF AGM
ALLIED GROUP LIMITED
（聯合集團有限公司）
(Incorporated in Hong Kong with limited liability)
(Stock Code: 373)
NOTICE IS HEREBY GIVEN that the Annual General Meeting ("Meeting") of Allied Group Limited (聯合集團有限公司) ("Company") will be held at Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 29th May, 2026 at 10:00 a.m. for the following purposes:
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To receive and adopt the Audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31st December, 2025.
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(A) To re-elect Ms. Lee Su Hwei as a Director.
(B) To re-elect Ms. Lisa Yang Lai Sum, an Independent Non-Executive Director who has already served the Company for more than nine (9) years, as a Director.
(C) To re-elect Mr. Kelvin Chau Kwok Wing as a Director.
(D) To re-elect Mr. Mark Wong Tai Chun as a Director.
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To re-appoint Deloitte Touche Tohmatsu as Auditor and authorise the Board of Directors to fix its remuneration.
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To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions:
ORDINARY RESOLUTIONS
(A) "THAT:
(a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company ("Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company ("Shares") or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;
NOTICE OF AGM
(b) the approval given in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of the Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval given in paragraph (a) of this Resolution, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined);
(ii) the exercise of the rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into Shares;
(iii) the exercise of any options granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or
(iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company from time to time;
shall not exceed 20% of the total number of Shares in issue at the date of the passing of this Resolution and the said approval shall be limited accordingly;
(d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(e) 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 expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
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NOTICE OF AGM
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company (“Shareholder(s)”) in general meeting; and
“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares at that date (subject to such exclusion 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, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
(B) “THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Buy-backs, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
(b) the total number of the Shares which may be repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the total number of Shares in issue at the date of the passing of this Resolution, and the approval granted under paragraph (a) of this Resolution shall be limited accordingly;
(c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; 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;
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NOTICE OF AGM
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.”
(C) “THAT conditional upon the passing of Resolution Nos. 4(A) and 4(B) as set out in the notice convening the Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional securities of the Company pursuant to Resolution No. 4(A) as set out in the notice convening the Meeting be and is hereby extended by the addition thereto a number representing the total number of the Shares repurchased by the Company under the authority granted pursuant to Resolution No. 4(B) as set out in the notice convening the Meeting, provided that such number shall not exceed 10% of the total number of Shares in issue at the date of the passing of this Resolution.”
By Order of the Board
Allied Group Limited
Lau Tung Ni
Company Secretary
Hong Kong, 28th April, 2026
Registered Office:
22nd Floor
Allied Kajima Building
138 Gloucester Road
Wanchai
Hong Kong
Notes:
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All resolutions set out in this notice of the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”) and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
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A member of the Company entitled to attend and vote at the Meeting will be entitled to appoint one or more proxies to attend and, on a poll, vote in his or her stead. A proxy need not be a member of the Company.
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A form of proxy in respect of the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged the form of proxy, it will be deemed to have been revoked.
NOTICE OF AGM
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To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjournment or postponement thereof, provided that no account is to be taken of any part of a day that is a public holiday.
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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/she were solely entitled thereto, but if more than one of such joint registered holders be 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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For determining the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Tuesday, 26th May, 2026 to Friday, 29th May, 2026 (both days inclusive), during which period no transfer of Shares will be registered. In order for a Shareholder to be eligible to attend and vote at the Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited of Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 22nd May, 2026.
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In respect of Resolution No. 4(A) above, the Directors wish to state that they have no immediate plans to issue any new securities of the Company under this mandate. Approval is being sought from members as a general mandate, in compliance with the Hong Kong Companies Ordinance and the Listing Rules, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any securities of the Company up to 20% of the total number of Shares in issue at the date of the passing of the resolution.
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The general purpose of the authority to be conferred on the Directors by Resolution No. 4(B) above is to increase flexibility and to provide discretion to the Directors in the event that it becomes desirable to repurchase Shares representing up to a maximum of 10% of the total number of Shares in issue at the date of the passing of the resolution on the Stock Exchange.
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