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Alltronics Holdings 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 about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Alltronics Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, 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.
ALLTRONICS HOLDINGS LIMITED
華訊股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 833)
(1) PROPOSED RE-ELECTION OF DIRECTORS
(2) GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES OF THE COMPANY
(3) RE-APPOINTMENT OF AUDITOR
AND
(4) NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Alltronics Holdings Limited to be held at Unit 408, 4/F, Citicorp Centre, 18 Whitfield Road, Hong Kong on Thursday, 28 May 2026 at 11:00 a.m. is set out in this circular. A form of proxy for use at the Annual General Meeting is also enclosed.
If you do not propose to attend the Annual General Meeting, you are requested to complete the form of proxy for the use at the Annual General Meeting in accordance with the instructions printed thereon and return the same to the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 11:00 a.m. on Tuesday, 26 May 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting should they so wish.
This circular together with the form of proxy are also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.irasia.com/listco/hk/alltronics/).
References to time and dates in this circular are to Hong Kong time and dates.
24 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 3
- Proposed Re-election of Directors 4
- Share Buy-back and Issuance Mandates 5
- Re-appointment of Auditor 5
- Annual General Meeting and Proxy Arrangement 5
- Recommendation 6
Appendix I - Explanatory statement on the Share Buy-back Mandate 7
Appendix II - Details of Directors proposed to be re-elected at the Annual General Meeting 10
Notice of the Annual General Meeting 14
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting" or "AGM"
an annual general meeting of the Company to be held at Unit 408, 4/F, Citicorp Centre, 18 Whitfield Road, Hong Kong on Thursday, 28 May 2026 at 11:00 a.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 14 to 17 of this circular or any adjournment thereof;
"Associates"
has the same meaning ascribed to such term in the Listing Rules;
"Board"
the board of Directors;
"CCASS"
The Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system established and operated by Hong Kong Securities Clearing Company Limited;
"Close Associates"
has the same meaning ascribed to such term in the Listing Rules;
"Company"
Alltronics Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange;
"Connected Person(s)"
has the same meaning ascribed to such term in the Listing Rules;
"Core Connected Person(s)"
has the same meaning ascribed to such term in the Listing Rules;
"Corporate Governance Code"
the Corporate Governance Code as set out in Appendix C1 of the Listing Rules;
"Current Articles of Association"
the current articles of association of the Company;
"Director(s)"
director(s) of the Company;
"Group"
the Company and its subsidiaries;
"Hong Kong"
The Hong Kong Special Administrative Region of the People's Republic of China;
- 1 -
DEFINITIONS
"Issuance Mandate" as defined in paragraph 3(b) of the Letter from the Board;
"Latest Practicable Date" 16 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;
"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;
"Share(s)" ordinary share(s) of HK$0.02 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;
"Share Buy-back Mandate" as defined in paragraph 3(a) of the Letter from the Board;
"Shareholder(s)" holder(s) of Share(s);
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"treasury shares" has the meaning ascribed to it under the Listing Rules (as applicable)
"Takeovers Code" The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Future Commission in Hong Kong as amended from time to time;
"HK$" Hong Kong dollars; and
"%" per cent.
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LETTER FROM THE BOARD
ALLTRONICS HOLDINGS LIMITED
華訊股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 833)
Executive Directors:
Mr Lam Yin Kee (Chairman)
Mr Lam Chee Tai, Eric (Chief Executive)
Ms Yeung Po Wah
Mr So Kin Hung
Ms Lam Oi Yan, Ivy
Independent non-executive Directors:
Mr Pang Kwong Wah
Mr Yen Yuen Ho, Tony
Mr Lin Kam Sui
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principal place
of business in Hong Kong:
Unit 408, 4/F
Citicorp Centre
18 Whitfield Road
Hong Kong
24 April 2026
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED RE-ELECTION OF DIRECTORS
(2) GENERAL MANDATES TO BUY BACK SHARES AND
TO ISSUE SHARES OF THE COMPANY
(3) RE-APPOINTMENT OF AUDITOR
AND
(4) NOTICE OF THE ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the proposed re-election of Directors retiring at the Annual General Meeting; (ii) the grant of the Share Buy-back Mandate to the Directors; (iii) the grant of the Issuance Mandate to the Directors; and (iv) the extension of the Issuance Mandate by adding to it the aggregate number of the issued Shares bought back by the Company under the Share Buy-back Mandate; and (v) re-appointment of auditor.
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
Pursuant to article 87 of the Current Articles of Association, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office. The Directors to retire in every year shall include any Director who wishes to retire and not to offer himself for re-election or those who have been longest in office since their last election or appointment but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
Pursuant to article 86(3) of the Current 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 first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.
Pursuant to articles 86(3) and 87 of the Current Articles of Association, Mr Lam Yin Kee, Mr Lam Chee Tai, Eric and Mr Lin Kam Sui shall retire at the Annual General Meeting. All the above Directors, being eligible, will offer themselves for re-election.
Mr Lin Kam Sui has been appointed as an independent non-executive Director ("INED") since June 2017 and his tenure will exceed 9 years if he is re-elected at the Annual General Meeting. He is eligible for re-election at the Annual General Meeting and has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The nomination committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The nomination committee of the Company has recommended to the Board on re-election of all the retiring Directors, including the aforesaid INED who is due to retire at the Annual General Meeting. The Company considers that the retiring INED is independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
Brief biographical details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix II of this circular.
LETTER FROM THE BOARD
3. SHARE BUY-BACK AND ISSUANCE MANDATES
Ordinary resolutions will be proposed at the Annual General Meeting to approve the grant of new general mandates to the Directors:
(a) to buy back Shares on the Stock Exchange up to 10% of the total number of issued Shares of the Company (excluding treasury shares) on the date of passing such resolution (i.e. a total of 47,305,818 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting) (“Share Buy-back Mandate”);
(b) to issue, allot and deal with Shares up to 20% of the total number of issued Shares of the Company (excluding treasury shares) on the date of passing such resolution (i.e. a total of 94,611,636 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting) (“Issuance Mandate”); and
(c) to extend the Issuance Mandate by an amount representing the number of Shares bought back by the Company pursuant to and in accordance with the Share Buy-back Mandate.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix I to this circular.
4. RE-APPOINTMENT OF AUDITOR
Messrs. Grant Thornton Hong Kong Limited (“Grant Thornton”) will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.
The Board, upon the recommendation by the audit committee of the Company, proposed to re-appoint Grant Thornton as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 14 to 17 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the proposed re-election of Directors, the grant of the Share Buy-back Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares bought back pursuant to the Share Buy-back Mandate and the re-appointment of auditor.
Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
LETTER FROM THE BOARD
A form of proxy for use at the Annual General Meeting is also enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.irasia.com/listco/hk/alltronics/). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, at the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 11:00 a.m. on Tuesday, 26 May 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.
- RECOMMENDATION
The Directors consider that the proposed re-election of Directors, the grant of the Share Buy-back Mandate, the grant/extension of the Issuance Mandate and the re-appointment of auditor are in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
Lam Yin Kee
Chairman
APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your decision on whether to vote for or against the ordinary resolution in relation to the granting of the Share Buy-back Mandate.
1. REASONS FOR SHARE BUY-BACK
The Directors believe that the proposed grant of the Share Buy-back Mandate is in the interests of the Company and the Shareholders.
Shares buy-back 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 the grant of the Share Buy-back Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 473,058,180 Shares and the Company did not have treasury shares.
Subject to the passing of the ordinary resolution numbered 8 set out in the notice of the Annual General Meeting in respect of the grant of the Share Buy-back Mandate and on the basis that no Shares are issued or bought back by the Company prior to the Annual General Meeting, the Directors would be allowed under the Share Buy-back Mandate to buy back a maximum of 47,305,818 Shares (representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the Annual General Meeting) during the period in which the Share Buy-back Mandate remains in force.
3. FUNDING OF SHARE BUY-BACK
In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its Current Articles of Association, the laws of the Cayman Islands and other applicable laws.
4. IMPACT OF SHARE BUY-BACK
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back 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.
APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
Following a share buy-back, the Company may cancel any Shares bought back and/or hold them as treasury shares subject to, among others, market conditions and its capital management needs at the relevant time of the share buy-back, which may change due to evolving circumstances.
For treasury shares (if any) deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those shares were registered in the Company's own name as treasury shares, which may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will 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.
5. TAKEOVERS CODE
If, on the exercise of the power to buy back Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase in the Shareholder's interest, 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 the Shares not already owned by such Shareholder or group of Shareholders.
To the best knowledge of the Company, as at the Latest Practicable Date, Mr Lam Yin Kee and Ms Yeung Po Wah, being executive Directors of the Company, together with parties acting in concert with them, were beneficially interested in 224,425,461 Shares representing approximately 47.44% of the total issued share capital of the Company (excluding treasury shares). On the basis that no Shares are issued or bought back prior to the date of the Annual General Meeting, in the event that the Directors exercise the proposed Share Buy-back Mandate in full, the aggregate shareholding of Mr Lam Yin Kee and Ms Yeung Po Wah together with parties acting in concert with them would be increased to approximately 52.71% of the issued share capital of the Company (excluding treasury shares).
The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
6. GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective Close Associates have any present intention to sell any Shares to the Company in the event that the grant of the Share Buy-back Mandate is approved by the Shareholders.
APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
The Company has not been notified by any Core Connected Persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the grant of the Share Buy-back Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the laws of the Cayman Islands.
The Company has confirmed that neither the explanatory statement nor the proposed share buy-back has any unusual features.
7. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous 12 months and up to the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2025 | ||
| April | 0.4950 | 0.3850 |
| May | 0.4350 | 0.4050 |
| June | 0.5900 | 0.4200 |
| July | 0.5500 | 0.4400 |
| August | 0.5500 | 0.4550 |
| September | 0.6800 | 0.5100 |
| October | 0.7600 | 0.6200 |
| November | 0.6900 | 0.6200 |
| December | 0.6800 | 0.6200 |
| 2026 | ||
| January | 0.6800 | 0.6000 |
| February | 0.6700 | 0.5300 |
| March | 0.6400 | 0.5000 |
| April (up to the Latest Practicable Date) | 0.5700 | 0.5000 |
8. SHARE BUY-BACK MADE BY THE COMPANY
No buy-back of Shares has been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Pursuant to the Listing Rules, the details of the Directors who will retire at the Annual General Meeting according to the Current Articles of Association and will be proposed to be re-elected at the Annual General Meeting are provided below.
(1) Mr Lam Yin Kee, aged 79, an Executive Director and Chairman
Position and experience
Mr Lam Yin Kee, aged 79, is an executive Director and the Chairman of the Company. Mr Lam was also the Chief Executive of the Company until 12 June 2020. Being the founder of the Group, Mr Lam has over 50 years of marketing experience in the electronic industry and he is responsible for the Groups' overall strategic planning and business development. He is also responsible for overseeing the overall operation in the sales and marketing and administration management of the Group. Prior to establishing the Group in 1997, Mr Lam was the vice chairman of a listed group in Hong Kong engaging in the manufacture and sale of electronic products for over 20 years. Save as disclosed, Mr Lam did not hold any directorships in any other listed public companies in the last three years.
Length of service and emoluments
Mr Lam has entered into a service contract with the Company for an initial term of 3 years commencing from 15 July 2005 and his appointment shall continue thereafter unless and until terminated by, among others, either party giving to the other not less than three calendar months' prior notice in writing. Mr Lam is subject to retirement by rotation and re-election at annual general meetings of the Company at least once every three years pursuant to the Current Articles of Association.
Mr Lam is currently entitled to a basic monthly salary of HK$487,157, other benefits in kind and a discretionary bonus to be determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities, the performance of the Company and prevailing market conditions. There is no director's fee payable to Mr Lam. The Group has rented a quarter as director's accommodation for Mr Lam at a monthly rental of HK$160,000 and the total rental paid for the year ended 31 December 2025 amounted to HK$1,920,000.
Relationships
Other than the relationship arising from his being the spouse of Ms Yeung Po Wah, the father of Mr Lam Chee Tai, Eric and Ms Lam Oi Yan, Ivy, and a substantial shareholder of the Company, Mr Lam does not hold any other positions in the Company or its subsidiaries, nor does he have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr Lam was interested in 224,425,461 Shares of the Company pursuant to Part XV of the SFO.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr Lam that need to be brought to the attention of the Shareholders of the Company.
(2) Mr Lam Chee Tai, Eric, aged 46, an executive Director and Chief Executive
Position and experience
Mr Lam Chee Tai, Eric, aged 46, was appointed as an executive Director of the Company on 30 March 2012. On 12 June 2020, Mr Lam was appointed as the Chief Executive of the Company. Mr Lam holds a Bachelor Degree in Commerce (Marketing) and a Master Degree in Business Systems from Monash University, Australia. Mr Lam joined the Group as an assistant Marketing Manager in June 2004 and is currently the General Manager of a major subsidiary of the Group. Mr Lam has extensive experience in production and customer management and is mainly responsible for the overall supervision of the Group's manufacturing operations and for business development in China and overseas markets. Save as disclosed, Mr Lam did not hold any directorships in any other listed public companies in the last three years.
Length of service and emoluments
Mr Lam has been appointed by the Company for a term commencing from 30 March 2012 and his appointment shall continue thereafter unless and until terminated by, among others, either party giving to the other not less than three calendar months' prior notice in writing. Mr Lam is subject to retirement by rotation and re-election at annual general meetings of the Company at least once every three years pursuant to the Current Articles of Association.
Mr Lam is currently entitled to receive a monthly salary of HK$399,000, other benefits in kind and a discretionary bonus to be determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities, the performance of the Company and prevailing market conditions. There is no director's fee payable to Mr Lam.
Relationships
Mr Lam is the son of Mr Lam Yin Kee and Ms Yeung Po Wah and the brother of Ms Lam Oi Yan, Ivy. Save as disclosed, Mr Lam does not hold any other positions in the Company or its subsidiaries, nor does he have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Interest in Shares
As at the Latest Practicable Date, Mr Lam was interested in 1,509,354 Shares of the Company pursuant to Part XV of the SFO.
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr Lam that need to be brought to the attention of the Shareholders of the Company.
(3) Mr Lin Kam Sui, aged 76, an independent non-executive Director
Position and experience
Mr Lin Kam Sui, aged 76, is an independent non-executive Director appointed by the Group in June 2017. Mr Lin was graduated from Hong Kong Technical College (now known as Hong Kong Polytechnic University) in 1970 and was awarded the Higher Diploma in Mechanical Engineering. He is also a holder of the Full Technological Certificate in Electrical Engineering Practice of the City and Guilds of London Institute, the Diploma in Management for Executive Development of the Chinese University of Hong Kong, and has completed the General Management Programme of Ashridge Management College in the United Kingdom and the Graduate Certificate in Management by Monash University in Australia. Mr Lin has over 50 years of experience in the field of electrical and mechanical engineering. He joined Jardine Engineering Corporation, Limited upon graduation from Hong Kong Technical College in 1970 and held various senior positions until he retired from the company in 2015, after 45 years of services. Mr Lin currently is the Business Development Director of Midea Electric (HK) Limited.
Mr Lin is a Chartered Engineer of the Engineering Council UK, a Fellow Member of The Chartered Institution of Building Services Engineers (UK), a Fellow Member of The Hong Kong Institution of Engineers, and a Life Member of American Society of Heating, Refrigerating and Air Conditioning Engineers. Mr Lin is also the Honorary Life President of The Hong Kong Air Conditioning and Refrigeration Association Limited.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr Lin has served the Hong Kong Government in various capacities, including as a member of the Electrical and Mechanical Services Industry Training Advisory Committee, a member of the Contractors’ Registration Committee, a member of the Appeal Board Panel (under the Construction Workers Registration Ordinance), a member of the Registered Contractors’ Disciplinary Board Panel, a Sector/Subject Specialist of the Hong Kong Council for Academic and Vocational Qualification and a member of the Employees Retraining Board.
Save as disclosed, Mr Lin did not hold any directorships in any other listed public companies in the last three years.
Length of service and emoluments
Pursuant to a letter of appointment dated 1 June 2017 signed by the Company and Mr Lin, Mr Lin’s term of services with the Company is fixed at three years with effect from 1 June 2017 and his appointment shall continue thereafter from year to year until terminated by either party with one month’s notice in writing. Mr Lin is subject to retirement by rotation and re-election at annual general meetings of the Company at least once every three years pursuant to the Current Articles of Association.
Mr Lin is currently entitled to a standard director’s fee of HK$346,800 per annum, which is determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities, the performance of the Company and prevailing market conditions.
Relationships
Saved as disclosed, Mr Lin does not hold any other positions in the Company or its subsidiaries, nor does he have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
Interest in Shares
As at the Latest Practicable Date, Mr Lin does not have, and is not deemed to have any interests in the Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO.
Matters that need to be brought to the attention of the Shareholders
There is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr Lin that need to be brought to the attention of the Shareholders of the Company.
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NOTICE OF THE ANNUAL GENERAL MEETING
ALLTRONICS HOLDINGS LIMITED
華訊股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 833)
NOTICE IS HEREBY GIVEN that an Annual General Meeting (the "Meeting") of Alltronics Holdings Limited (the "Company") will be held at Unit 408, 4/F, Citicorp Centre, 18 Whitfield Road, Hong Kong on Thursday, 28 May 2026 at 11:00 a.m. for the purposes of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
- To receive and consider the Audited Consolidated Financial Statements and the Reports of the Directors and of the Independent Auditor for the year ended 31 December 2025;
- To declare a final dividend of HK3.0 cents per share for the year ended 31 December 2025;
- To re-elect Mr Lam Yin Kee as an Executive Director;
- To re-elect Mr Lam Chee Tai, Eric as an Executive Director;
- To re-elect Mr Lin Kam Sui as an Independent Non-executive Director;
- To authorise the Board of Directors to fix the respective Directors' remuneration;
- To re-appoint Grant Thornton Hong Kong Limited as the Independent Auditor and to authorise the Board of Directors to fix their remuneration;
- To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT
(a) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to buy back its shares, subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
NOTICE OF THE ANNUAL GENERAL MEETING
(b) the total number of shares of the Company to be bought back pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(c) 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 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 ordinary resolution passed by the Company’s shareholders in general meetings.”
- To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors of all the powers of the Company to issue, allot and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options and to sell and/or transfer shares of the Company out of treasury that are held as treasury shares which would or might require shares to be allotted, issued or dealt with during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations, be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to (i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of 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), or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of
NOTICE OF THE ANNUAL GENERAL MEETING
the Company and/or any of its subsidiaries and/or any eligible grantee pursuant to the scheme of shares or rights to acquire shares of the Company, or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares (including the sale and/or transfer of any Shares out of treasury and are held as treasury shares) in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, the number of additional shares to be issued, allotted, dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with shall not in total exceed 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(b) 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 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 ordinary resolution passed by the Company's shareholders in general meetings."
- To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT the general mandate granted to the Directors of the Company pursuant to resolution numbered 9 above and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the addition thereto of such number of shares of the Company bought back by the Company pursuant to the exercise by the Directors of the Company of the powers of the Company to buy back such shares since the grant of such general mandate referred to in the above resolution numbered 8 provided that such number of Shares shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."
By order of the Board
Lam Yin Kee
Chairman
Hong Kong, 24 April 2026
NOTICE OF THE ANNUAL GENERAL MEETING
Notes:
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A member of the Company who is entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint a proxy to attend and vote on his behalf. For the avoidance of doubt, holders of treasury shares (if any) have no right to vote at the Company’s general meeting(s). A proxy need not to be a member of the Company but must attend in person to represent the member. 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. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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In order to be valid, the form of proxy together with any power of attorney or other authority under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company’s Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the Meeting (i.e. not later than 11:00 a.m. on Tuesday, 26 May 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For the purpose of determining members who are entitled to attend and vote at the Meeting to be held on 28 May 2026, the Register of Members of the Company will be closed from Friday, 22 May 2026 to Thursday, 28 May 2026, both dates inclusive. In order to qualify for attending and voting at the Meeting, all transfer documents should be lodged for registration with the Company’s Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 21 May 2026.
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For the purpose of determining members who are entitled to receive the proposed final dividend, the Register of Members of the Company will be closed from Wednesday, 10 June 2026 to Friday, 12 June 2026, both dates inclusive. In order to qualify for the proposed final dividend, all transfer documents should be lodged for registration with the Company’s Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, 9 June 2026.
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In relation to the ordinary resolutions numbered 8 to 10 set out in the above notice, the Directors wish to state that they have no immediate plan to issue any new shares or buy back any existing shares of the Company.
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References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, Mr Lam Yin Kee, Mr Lam Chee Tai, Eric, Ms Yeung Po Wah, Mr So Kin Hung and Ms Lam Oi Yan, Ivy are the Executive Directors of the Company; and Mr Pang Kwong Wah, Mr Yen Yuen Ho, Tony and Mr Lin Kam Sui are the Independent Non-executive Directors of the Company.
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