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Almana Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Almana Limited, you should hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
ALMANA LIMITED
曼纳有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 08186)
(1) GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF DIRECTORS;
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting ("AGM") of the Company to be held at 11:00 a.m. on Wednesday, 11 June 2025 through live webcast is set out on pages 8 to 10 of this circular. A form of proxy for use at the AGM is enclosed with this circular. This circular and the proxy form are also published on the websites of The Stock Exchange of Hong Kong Limited and the Company.
The AGM will be conducted through a live webcast which can be accessed by the shareholders or their proxies from a computer or a browser-enabled device. Shareholders wishing to vote on the resolutions should appoint the chairperson of the AGM as their proxy and provide their voting instructions. Shareholders who are not registered Shareholders (e.g. their Shares being held via banks, brokers, custodians or HKSCC) should consult their banks or brokers or custodians. The proxy forms must be returned to the Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 48 hours prior to the appointed start time of the AGM (or any adjournment thereof).
16 May 2025
CONTENTS
Page
Definitions 1
Letter from the Board 2
Appendix I — Explanatory statement to repurchase mandate. 5
Appendix II — Particulars of directors for re-election 7
Notice of AGM 8
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
DEFINITIONS
In this circular, the following expressions have the meanings set out below unless the context indicates otherwise:
"AGM"
the annual general meeting of the Company to be convened and held at 11:00 a.m. on Wednesday, 11 June 2025 through live webcast
"Board"
the board of Directors
"Bye-laws"
the bye-laws of the Company
"Company"
Almana Limited, a company incorporated in Bermuda with limited liability and whose shares are listed on GEM
"Directors"
the directors of the Company
"Extension Mandate"
the extension of the General Mandate to be granted to the Board such that any Share repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate
"GEM"
GEM of the Stock Exchange
"GEM Listing Rules"
The Rules Governing the Listing of Securities on GEM
"General Mandate"
the general mandate to be granted to the Board for the Company to allot, issue and deal with new Shares not exceeding 20% of the number of Shares in issue as at the date of the AGM
"Group"
the Company and its subsidiaries
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Latest Practicable Date"
15 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
"Repurchase Mandate"
the repurchase mandate to be granted to the Board for the Company to repurchase up to a maximum of 10% of the number of Shares in issue as at the date of the AGM
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share"
the ordinary share of HK$0.08 each in the share capital of the Company
"Share Registrar"
Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong
"Shareholder"
the holder of the Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
Hong Kong Code on Takeovers and Mergers
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LETTER FROM THE BOARD
ALMANA LIMITED
曼纳有限公司
Executive Directors:
JIN Guangwu
CHAN Ho Yee
Independent non-executive Directors:
PANG King Sze, Rufina
HUANG Zhe
ZHANG Chuanbang
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place of
business in Hong Kong:
35/F, Two Pacific Place
88 Queensway, Admiralty
Hong Kong
16 May 2025
Dear Shareholders,
(1) GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF DIRECTORS;
(3) NOTICE OF ANNUAL GENERAL MEETING
This circular is to provide you with information relating to the resolutions to be proposed at the AGM.
GENERAL MANDATE AND REPURCHASE MANDATE
The Board proposes to seek the Shareholders' approval to grant to the Directors the General Mandate (including the Extension Mandate) and the Repurchase Mandate.
An ordinary resolution will be proposed to give the Directors an unconditional general mandate (i.e. the General Mandate) for the Company to allot, issue and deal with unissued Shares or underlying Shares (other than by way of rights or pursuant to a share option scheme for the directors and/or employees of the Company and any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on the Shares in accordance with the Bye-laws) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of up to 20% of the number of issued Shares as at the date of the AGM. In addition, a separate ordinary resolution will be proposed for the Extension Mandate authorising the Directors to cause the Company to allot, issue and deal with such Shares which are repurchased pursuant to the Repurchase Mandate. Based on 113,868,640 Shares in issue as at the Latest Practicable Date and assuming no change in the number of issued Shares before the date of the AGM, the General Mandate will allow the Company to allot, issue and deal with up to 22,773,728 Shares.
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LETTER FROM THE BOARD
An ordinary resolution will be proposed to give the Directors an unconditional general mandate (i.e. the Repurchase Mandate) for the Company to repurchase Shares up to 10% of the number of issued Shares as at the date of the AGM. Based on 113,868,640 Shares in issue as at the Latest Practicable Date and assuming no change in the number of issued Shares before the date of the AGM, the Repurchase Mandate will allow the Company to repurchase up to 11,386,864 Shares. An explanatory statement, which contains all the information required under the GEM Listing Rules, is set out in Appendix I to this circular.
The General Mandate (including the Extension Mandate) and the Repurchase Mandate shall continue to be in force from the date of the AGM passing the relevant resolutions up to (i) conclusion of the next annual general meeting of the Company; or (ii) expiration of the period within which the next annual general meeting of the Company as required by the Bye-laws or any applicable laws of Bermuda to be held; or (iii) the revocation or variation of the said mandates by ordinary resolutions of the Shareholders at a general meeting, whichever occurs first.
RE-ELECTION OF DIRECTORS
Pursuant to the Bye-laws which provides that any Director so appointed to fill the casual vacancy or as an addition to the Board shall hold office only until the next annual general meeting of the Company and shall be eligible for re-election at such meeting. As such, Mr. Zhang Chuanbang, who was appointed as an independent non-executive Director on 5 September 2024, shall retire from office at the AGM and, being eligible, will offer himself for re-election as an independent non-executive Director. Mr. Jin Guangwu and Ms. Pang King Sze, Rufina shall retire from office at the AGM and, being eligible, will offer themselves for re-election as executive Director and independent non-executive Director respectively. These Directors' re-elections will be proposed as ordinary resolutions at the AGM and their particulars are set out in Appendix II to this circular.
Pursuant to the Corporate Governance Code of Appendix C1 to the GEM Listing Rules, further appointment of an independent non-executive Director who has served more than 9 years should be subject to a separate resolution to be approved by the Shareholders. Ms. Pang has served as an independent non-executive Director for more than 9 years and, therefore, her re-election will be subject to a separate resolution approved by the Shareholders.
AGM
A notice convening the AGM is set forth on pages 8 to 10 of this circular. All the resolutions set out in the notice of AGM shall be taken by poll and an announcement on the results of the AGM will be made by the Company after the AGM.
The Company will conduct the AGM at the principal place of business in Hong Kong through a live webcast which can be accessed by the Shareholders or their proxies from a computer or any browser-enabled device. To access the live webcast, Shareholders will have to register with the Company by sending an email to [email protected] and provide the following particulars: (a) full name; (b) registered address; (c) number of Shares held; (d) Hong Kong identity card number/passport number (in case of natural person) or company registration number (in case of body corporate); (e) contact telephone number; and (f) contact email address, at least 48 hours before the date of the AGM (or any adjournment thereof) to enable the Company to verify the Shareholders' status. Authenticated Shareholders will receive an email confirmation which contains a link to join the live webcast of the AGM. Shareholders must not forward the link to any other person. Shareholders may submit questions in relation to the resolutions set out in the Notice of AGM at least 48 hours before the date of the AGM via email to [email protected] and provide the above-mentioned particulars for verification purpose.
LETTER FROM THE BOARD
Shareholders wishing to vote on the resolutions should appoint the chairperson of the AGM as their proxy and provide their voting instructions. Shareholders who are not registered Shareholders (e.g. their Shares being held via banks, brokers, custodians or HKSCC) should consult their banks or brokers or custodians. The proxy forms must be returned to the Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours prior to the appointed start time of the AGM (or any adjournment thereof).
To the best of the knowledge and belief of the Directors having made all reasonable enquires, as at the Latest Practicable Date, no Shareholder has a material interest in any of the resolutions and, accordingly, no Shareholder is required to abstain from voting at the AGM.
RECOMMENDATION
The Directors consider all resolutions are in the interests of the Company and the Shareholders as a whole and recommend that the Shareholders vote in favour of all the resolutions at the AGM.
CLOSURE OF BOOKS
For determining the entitlement of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 6 June 2025 to Wednesday, 11 June 2025 (both dates inclusive) and no transfer of the Shares will be registered during this period. In order to be qualified for attending and voting at the AGM, Shareholders must lodge all completed transfer forms, accompanied by the relevant share certificates, with the Share Registrar at Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 5 June 2025.
MISCELLANEOUS
As at the Latest Practicable Date, none of the Directors had interest in any business which competed or would likely compete, either directly or indirectly, with the businesses of the Company.
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there is no other matter the omission of which would make any statement herein or this circular misleading. The English text of this circular shall prevail over its Chinese text for purpose of interpretation of the resolutions proposed at the AGM.
Yours faithfully
For and on behalf of the Board
Leung Ka Ho
Company Secretary
APPENDIX I EXPLANATORY STATEMENT TO REPURCHASE MANDATE
This Appendix I serves as an explanatory statement to Shareholders relating to the resolution authorizing the Repurchase Mandate and contains all information pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules set out as follows:
- NUMBER OF SHARES WHICH MAY BE REPURCHASED
Exercising in full of the Repurchase Mandate, on the basis of 113,868,640 Shares in issue as at the Latest Practicable Date and assuming no change in the number of issued Shares before the date of the AGM, would cause the Company to repurchase up to 11,386,864 Shares prior to its next annual general meeting.
- REASONS FOR THE REPURCHASE MANDATE
The Directors consider that it is in the interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to cause the Company to repurchase Shares because such repurchases may lead to an enhancement of the net assets and/or earnings per Share. The Repurchase Mandate will be exercised only when the Directors believe that such purchases will benefit the Company and the Shareholders as a whole.
- SOURCES OF FUND
In repurchasing the Shares, the Company will apply funds legally available for the purpose in accordance with the Bye-laws, the laws of Bermuda and the GEM Listing Rules. The Company will not purchase the Shares for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange.
- EFFECT OF EXERCISING THE REPURCHASE MANDATE
The Directors acknowledge that the repurchase might have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its audited financial statements as at 31 December 2024, being the date of its latest published audited consolidated financial statements). However, the Directors do not intend to exercise the Repurchase Mandate to an extent that would materially adversely affect the Group's working capital requirements or the gearing levels. The Company will cancel the repurchased Shares.
- DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
As at the Latest Practicable Date, no Director, his/her close associate or core connected person (as defined in the GEM Listing Rules) has notified the Company intention to sell Shares to the Company nor has undertaken not to do so after the Repurchase Mandate is approved by the Shareholders at the AGM.
- DIRECTORS' UNDERTAKING
The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Bye-laws, the GEM Listing Rules and the applicable laws of Bermuda. The Company confirms that neither the explanatory statement nor the Repurchase Mandate has any unusual features.
- TAKEOVERS CODE
An increase in a shareholder's proportionate interest in the voting right of the Company due to repurchase of Shares will be treated as an acquisition under the Takeovers Code. If, as a result of such repurchase, a Shareholder (or a group of Shareholders acting in concert as defined under the Takeovers Code) obtains or consolidates control of the Company, that shareholder may be obliged to make a mandatory offer in
APPENDIX I EXPLANATORY STATEMENT TO REPURCHASE MANDATE
accordance with the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate to the extent that it will result in any Shareholder being obliged to make a general offer under the Takeovers Code or the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.
8. NO REPURCHASE OF SHARES BY THE COMPANY
The Company did not purchase any of the Shares (whether on GEM or otherwise) during the six months preceding the Latest Practicable Date.
9. SHARE PRICES
The highest and lowest trading prices of the Shares on GEM in the twelve months prior to the Latest Practicable Date are as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| May | 2.000 | 0.940 |
| June | 1.840 | 1.000 |
| July | 3.000 | 1.020 |
| August | 3.000 | 1.110 |
| September | 1.600 | 1.150 |
| October | 2.490 | 1.240 |
| November | 1.800 | 1.000 |
| December | 1.350 | 0.730 |
| 2025 | | |
| January | 0.750 | 0.600 |
| February | 0.750 | 0.480 |
| March | 0.540 | 0.250 |
| April | 0.320 | 0.190 |
| May (up to 15 May) | 0.290 | 0.189 |
APPENDIX II
PARTICULARS OF DIRECTORS FOR RE-ELECTION
Particulars of the Directors who will retire from office at the AGM and, being eligible, will offer themselves for re-election at the AGM, are set out below:
RE-ELECTION OF DIRECTORS
(1) Mr. Jin Guangwu
Mr. Jin Guangwu, aged 53, has 25 years of management experience in the consumer industry including strategic planning, resources integration, business development and customer relationship management for domestic and overseas markets. Mr. Jin founded his own business focusing on new consumer and household industries in 2008 and was awarded as an Extraordinary Leading Person of Trustworthy Enterprises in 2021 and appointed as an honorary chairperson of the Ambassador for Chinese Cultural Exchange in 2022. Mr. Jin holds a bachelor's degree in medicine from Fujian Medical University, China. Mr. Jin has not entered into a service contract with the Company and his director's fee for the year ended 31 December 2024 was HK$96,000. Mr. Jin holds 33,905,456 Shares (representing 29.8% of the issued share capital of the Company). Mr. Jin (i) does not have any relationship with any director, senior management, or substantial or controlling shareholder of the Company; (ii) does not hold any other position with any member of the Group; and (iii) has not held directorship in any other listed public company in the last three years.
(2) Ms. Pang King Sze, Rufina
Ms. Pang King Sze, Rufina, aged 50, has more than 20 years of experience in the areas of audit, financial management and internal control. Ms. Pang is the co-founder and a partner of a certified public accountants' firm in Hong Kong. Ms. Pang is a member of the Hong Kong Institute of Certified Public Accountants and a member of the New Zealand Institute of Chartered Accountants. Ms. Pang holds a bachelor's degree in business. Ms. Pang has not entered into a service contract with the Company and her director's fee for the year ended 31 December 2024 was HK$300,000, which was determined with reference to her duties and responsibility and the prevailing market condition. Ms. Pang (i) does not have relationship with any other director, senior management and substantial shareholder of the Company; (ii) does not hold any other position in the Company and other members of the Group; (iii) has not held directorship in any other listed public companies in the past three years; and (iv) does not have, and is not deemed to have any interest or short position in any share, underlying share of the Company (as defined under Part XV of the SFO).
As at the Latest Practicable Date, Ms. Pang has served as an independent non-executive Director for more than 9 years. The Board has reviewed and confirmed Ms. Pang's independence and considers that Ms. Pang has satisfied all the independence criteria set out in Rule 5.09 of the GEM Listing Rules and will continue to be independent. The recommendation of Ms. Pang's re-election was made by the Nomination Committee to the Board after considering factors including but not limited to educational background, professional experience, skills, knowledge and length of service. The Board, having taken into account the above factors, is satisfied that Ms. Pang has the required integrity, perspectives, skills and experience to continuously fulfill her role as an independent non-executive Director. As such, the Board considers that the re-election of Ms. Pang would be in the interests of the Company and the Shareholders as a whole.
(3) Mr. Zhang Chuanbang
Mr. Zhang Chuanbang, aged 36, has 15 years of substantial experience in business development and corporate management. Mr. Zhang is an entrepreneur in diversified businesses and is the founder and the chairman of a number of companies engaged in technology, construction and hospitality and catering businesses in China. Mr. Zhang has not entered into a service contract with the Company and did not receive director's fee for the year ended 31 December 2024. Mr. Zhang (i) does not have relationship with any other director, senior management and substantial shareholder of the Company; (ii) does not hold any other position in the Company and other members of the Group; (iii) has not held directorship in any other listed public companies in the past three years; and (iv) does not have, and is not deemed to have any interest or short position in any share, underlying share of the Company (as defined under Part XV of the SFO).
Save as disclosed above, as far as the Board is aware, there is no other information required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules nor is there any other matter relating to the re-elections of the above Directors that needs to be brought to the attention of the Shareholders.
NOTICE OF AGM
ALMANA LIMITED
曼纳有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 08186)
NOTICE OF AGM
NOTICE IS HEREBY GIVEN that the AGM of Almana Limited (the "Company") will be held at 11:00 a.m. on Wednesday, 11 June 2025 through live webcast for the following purpose:
To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
- To receive and consider the audited consolidated financial statements and reports of the directors (the "Directors") and auditors of the Company for the year ended 31 December 2024;
- To re-elect Mr. Jin Guangwu as an executive Director;
- To re-elect Ms. Pang King Sze, Rufina, who has served more than 9 years in the Company, as an independent non-executive Director;
- To re-elect Mr. Zhang Chuanbang as an independent non-executive Director;
- To authorise the board of Directors to fix the Directors' remuneration;
- To re-appoint the auditors of the Company and to authorise the board of Directors to fix their remuneration;
7. "THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the "GEM Listing Rules") Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the "Shares") and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined below);
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of (aa) 20 per cent. of the total number of Shares in issue on the date of the passing of this resolution; and (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company)
NOTICE OF AGM
the number of Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the total number of Shares in issue on the date of the passing of resolution no. 9), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
(d) for the purposes of this resolution, “Relevant Period” means the period from the date of 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 bye-laws of the Company or any applicable laws of Bermuda to be held; or (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
- “THAT:
(a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on GEM or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the total number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10 per cent. of the total number of the Shares in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution, “Relevant Period” means the period from the date of 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 bye-laws of the Company or any applicable laws of Bermuda to be held; or (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”
- “THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 7 above in respect of the number of Shares referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”
By Order of the Board
Leung Ka Ho
Company Secretary
Hong Kong, 16 May 2025
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place of business in Hong Kong:
35/F, Two Pacific Place
88 Queensway, Admiralty
Hong Kong
NOTICE OF AGM
Notes:
(1) For determining the entitlement of the Shareholders of the Company to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 6 June 2025 to Wednesday, 11 June 2025 (both dates inclusive) and no transfer of shares will be registered during this period. In order to qualify for attending and voting at the AGM, shareholders must lodge all completed transfer forms accompanied by the relevant share certificates with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 5 June 2025.
(2) The AGM will be conducted through a live webcast which can be accessed by the Shareholders or their proxies from a computer or any browser-enabled device. To access the live webcast, the Shareholders will need to register with the Company by sending an email to [email protected] and provide the following particulars: (a) full name; (b) registered address; (c) number of Shares held; (d) Hong Kong identity card number/passport number (in case of natural person)/company registration number (in case of body corporate); (e) contact telephone number; and (f) contact email address, at least 48 hours before the date of the AGM or any adjournment thereof to enable the Company to verify the Shareholders’ status. Authenticated Shareholders will receive an email confirmation which contains a link to join the live webcast of the AGM.
Shareholders wishing to vote on the resolutions should appoint the chairperson of the AGM as his/her/its proxy and provide his/her/its voting instructions. The proxy form is posted to Shareholders together with this circular and may also be downloaded from the Company’s website at www.mfpy.com.hk. Shareholders who are not registered Shareholders (e.g. the Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited) should consult their banks or brokers or custodians. The proxy forms should be returned to Computershare Hong Kong Investor Services Limited not later than 48 hours prior to the appointed start time of the AGM or any adjournment thereof.
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