AI assistant
Almana Limited Proxy Solicitation & Information Statement 2026
51315_rns_2026-06-02_c4b7c9e7-cb21-4180-8784-afbc741423be.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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-APPOINTMENT OF AUDITORS;
(3) RE-ELECTION OF DIRECTORS;
(4) 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 Monday, 29 June 2026 at Unit 16, 27/F, Seapower Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 13 to 17 of this circular.
The form of proxy for use at the AGM is enclosed with this. You may complete and deposit the form of proxy at the principal place of business of the Company in Hong Kong at 35/F, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong or the office of the Share Registrar 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 thereof. Return of the form of proxy or delivery of an instrument appointing a proxy will not preclude you from attending and voting in person at the AGM should you so wish and, in such event, the form of proxy or the instrument appointing a proxy shall be deemed being revoked.
This circular will be published at the websites of the Stock Exchange at http://www.hkexnews.hk and the Company at www.mfpy.com.hk.
2 June 2026
CONTENTS
Page
Characteristics of GEM ... ii
Definitions ... 1
Letter from the Board ... 3
Appendix I – Explanatory statement to repurchase mandate ... 7
Appendix II – Particulars of directors for re-election ... 10
Notice of AGM ... 13
- i -
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.
- ii -
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 Monday, 29 June 2026 at Unit 16, 27/F, Seapower Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong
"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 (including any sale or transfer of treasury shares) 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 (including any sale or transfer of treasury shares) not exceeding 20% of the number of Shares in issue (excluding treasury shares, if any) as at the date of the AGM
"Group"
the Company and its subsidiaries
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Latest Practicable Date"
2 June 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
- 1 -
- 2 -
DEFINITIONS
"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 (excluding treasury shares, if any) 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
"treasury share(s)"
has the meaning ascribed to it under the GEM Listing Rules
LETTER FROM THE BOARD
ALMANA LIMITED
曼纳有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 0 8 1 8 6)
Executive Directors:
JIN Guangwu (Co-chairman)
CHEUNG Chi Wing (Co-chairman)
CHAN Ho Yee
LI Sha
Non-executive Directors:
GUO Xiaoyun
Independent non-executive Directors:
HON Ming Sang
HUANG Zhe
SHEN Leyuan
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
2 June 2026
Dear Shareholders,
(1) GRANT OF GENERAL MANDATES TO ISSUE
AND REPURCHASE SHARES;
(2) RE-APPOINTMENT OF AUDITORS;
(3) RE-ELECTION OF DIRECTORS;
(4) 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
LETTER FROM THE BOARD
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 (including any sales or transfer of treasury 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 (excluding treasury shares, if any) 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 (including any sales or transfer of treasury shares).
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 (excluding treasury shares, if any) as at the date of the AGM. Based on 113,868,640 Shares in issue (excluding treasury shares, if any) 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 (excluding treasury shares, if any). An explanatory statement, which contains all the information required under the GEM Listing Rules, is set out in Appendix I to this circular.
In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the AGM to authorise the increase in the total number of Shares which may be allotted, issued and dealt with (including any sale or transfer of treasury Shares out of treasury) under the Issue Mandate by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate.
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.
If the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares in treasury will be subject to the ordinary resolution contained in resolution no. 10 of the notice of the AGM and made in accordance with the Listing Rules and applicable laws and regulations of Bermuda.
LETTER FROM THE BOARD
RE-APPOINTMENT OF AUDITORS
An ordinary resolution will be proposed to consider and approve the appointment of BDO Limited as the auditors of the Company, which will hold office until the conclusion of the next annual general meeting of the Company. It is expected that their remuneration for the financial year ended 31 December 2026 will be in the range of approximately HK$1,000,000 to HK$1,100,000. Such estimated audit fee was determined after careful consideration and arm's length negotiations between the Company and the auditors, taking into account various factors, such as the size and structure of the Group, the nature and complexity of the Group's business, the expected scope, timetable and direction of the audit, as well as the time and resources to be devoted by the auditors. In addition, such estimated audit fee is premised on the assumptions that there will be no material changes in the business and operations, accounting policies or regulatory environment of the Group, and that the Group will provide appropriate assistance and information required for the audit in a timely manner.
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. Cheung Chi Wing and Mr. Hon Ming Sang, who were appointed as executive Director and independent non-executive Director respectively on 14 January 2026; Ms. Li Sha and Mr. Shen Leyuan, who were appointed as executive Director and independent non-executive Director respectively on 13 April 2026; and Mr. Guo Xiaoyun, who was appointed as non-executive Director on 7 May 2026, shall retire from office at the AGM and, being eligible, will offer themselves for re-election as executive Directors, non-executive Director and independent non-executive Directors respectively. Mr. Jin Guangwu shall retire from office at the AGM and, being eligible, will offer himself for re-election as executive Director. 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.
AGM
A notice convening the AGM is set forth on pages 13 to 17 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. Treasury Shares, if any, registered in the name of the Company, shall have no voting rights at the AGM. For the avoidance of doubt, treasury Shares, if any, pending withdrawal from and/or transfer through CCASS shall not bear any voting rights at the AGM.
A form of proxy for use at the AGM is enclosed with this circular. You may complete and deposit the form at the principal place of business of the Company in Hong Kong at 35/F, Two Pacific Place, 88 Queensway, Hong Kong or the office of the Share Registrar at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any
LETTER FROM THE BOARD
event not less than 48 hours before the time for holding of the AGM or any adjournment thereof. Return of the form of proxy or delivery of an instrument appointing a proxy will not preclude you from attending and voting in person at the AGM should you so wish and, in such event, the form of proxy or the instrument appointing a proxy shall be deemed being revoked.
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 Wednesday, 24 June 2026 to Monday, 29 June 2026 (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 Tuesday, 23 June 2026.
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
Cheung Chi Wing
Co-Chairman and Executive Director
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 (excluding treasury shares, if any) 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 (excluding treasury shares, if any) 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.
Subject to the applicable requirements under the GEM Listing Rules, the Company may cancel the repurchased Shares following settlement of any such repurchase or hold them as treasury shares, subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases. Should the Company decide to hold repurchased Shares in treasury, the Company will, upon completion of the share repurchase, withdraw the repurchased Shares from CCASS and register the treasury shares in the Company's name.
- 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 2025, 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.
- 7 -
APPENDIX I EXPLANATORY STATEMENT TO REPURCHASE MANDATE
5. 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.
6. 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.
7. 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 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.
- 8 -
APPENDIX I EXPLANATORY STATEMENT TO REPURCHASE MANDATE
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$ |
| --- | --- | --- |
| 2025 | | |
| June | 0.235 | 0.161 |
| July | 0.770 | 0.195 |
| August | 0.550 | 0.300 |
| September | 0.425 | 0.265 |
| October | 0.365 | 0.280 |
| November | 0.700 | 0.300 |
| December | 1.480 | 0.285 |
| 2026 | | |
| January | 1.900 | 1.150 |
| February | 2.000 | 1.450 |
| March | 1.730 | 1.010 |
| April | 1.290 | 0.860 |
| May | 1.100 | 0.860 |
| June (up to the Latest Practicable Day) | 1.010 | 0.960 |
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. Cheung Chi Wing
Mr. Cheung Chi Wing, Co-Chairman, aged 48, has extensive management experience in financial and life planning consultancy services. He is the founder and the managing director of a group of companies engaged in the business in provision of services on investments, immigration, overseas studies and insurance brokerage. Mr. Cheung holds a master's degree in business administration from Anglia Ruskin University, United Kingdom. Mr. Cheung has entered into a service contract with the Company in relation to his role as an executive Director for a term of three years commencing from the date of his appointment on 14 January 2026 until terminated by not less than three months' notice in writing served by either party. Mr. Cheung is entitled to a director's fee of HK$80,000 per month plus discretionary bonus. As at the Latest Practicable Date, Mr. Cheung holds 33,905,456 Shares (representing 29.78% of the issued share capital of the Company).
(2) Mr. Jin Guangwu
Mr. Jin Guangwu, Co-Chairman, aged 54, has over 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 did not receive director's fee for the year ended 31 December 2025.
(3) Ms. Li Sha
Ms. Li, aged 42, possesses extensive experience in cross-border immigration consultancy and currently oversees the daily operations of an immigration services firm. She is also a founder and a senior partner of a Hong Kong investment consultancy company specializing in financial planning and advisory services. Ms. Li holds a bachelor's degree in economics from Beijing Forestry University in Beijing, China and certificates in the Principles and Practice of Insurance and the Long Term Insurance Examination issued by the Vocational Training Council. Ms. Li has entered into a service agreement with the Company, which may be terminated by either party giving no less than three month's written notice, for a period of three years commencing from the date of her appointment. Ms. Li is entitled to a director's fee of HK$10,000 per month plus
APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION
discretionary bonus, which was determined by the Board based on recommendation from the remuneration committee with reference to her duties and responsibilities with the Company, the prevailing market conditions and the financial position of the Group.
(4) Mr. Guo Xiaoyun
Mr. Guo, aged 43, possesses extensive experience in senior management and strategic business development. His diverse business background encompasses immigration consultancy, financial planning and asset management. His expertise in labour services and human capital solutions has also demonstrated proven track records in driving organisational growth. Mr. Guo served as a deputy manager of general affairs department in Beijing Xingdong Ordos Trading Company Limited starting in 2005. He was subsequently promoted to manager in marketing department, a position he held until his departure in 2013. From 2013 to 2020, Mr. Guo served as a general manager in Ordos Tongda Labor Services Company Limited. Between 2020 and 2023, Mr. Guo acted as a general manager of the Ordos Branch of Wudao Yanyuan Gongying Weilai (Beijing) Investment Management Company Limited, where he was responsible for overall business operations of the Ordos Branch, including asset management for investors and business development. Since 2024, Mr. Guo has been serving as a general manager of Inner Mongolia Branch of Shenzhen Haomeng Enterprise Management Holdings Company Limited, an indirect wholly owned company of Mr. Cheung Chi Wing, Co-Chairman, executive Director and a substantial shareholder of the Company, where Mr. Guo is responsible for overseeing all business operations and business development in Ordos City. Mr. Guo holds a bachelor's degree in law from China Central Radio and TV University (now known as The Open University of China) in Beijing, China. Mr. Guo has entered into a service agreement with the Company, which may be terminated by either party giving no less than three months' written notice to the other, for a period of three years commencing from the date of his appointment. Mr. Guo is entitled to a director's fee of HK$40,000 per month plus discretionary bonus, which was determined by the Board based on recommendation from the remuneration committee with reference to his duties and responsibilities with the Company, the prevailing market conditions and the financial position of the Group. As at the Latest Practicable Date, Mr. Guo was interested in 5,580,000 shares of the Company, representing 4.90% of the entire issued share capital of the Company, through Ylfon Investment Limited, a corporation wholly owned by Mr. Guo.
(5) Mr. Hon Ming Sang
Mr. Hon Ming Sang, aged 47, has substantial experience in financial management, audit, compliance and corporate finance. He is a Chartered Financial Analyst, a member of The Hong Kong Society of Financial Analysts and the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants, and an associate member of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute. Mr. Hon holds a bachelor's degree in business administration with honour from The Chinese University of Hong Kong. He is currently an independent non-executive director of Asia Energy Logistics Group Limited (stock code: 351), Finsoft Financial Investment Holdings Limited (stock
APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION
code: 8018), InvesTech Holdings Limited (stock code: 1087) and Virtual Mind Holding Company Limited (stock code: 1520). He is also the chief financial officer and the company secretary of China Gas Industry Investment Holdings Co. Ltd. (stock code: 1940). Mr. Hon has entered into a letter of appointment with the Company for a period of three years commencing from the date of his appointment and his appointment may be terminated by either party giving no less than three months' written notice to the other. He is entitled to a director's fee of HK$180,000 per annum.
(6) Mr. Shen Leyuan
Mr. Shen, aged 34, is a qualified lawyer in China and is currently a senior partner at Taiyuan Office of Beijing Yingke Law Firm. Mr. Shen's areas of practice focus on commercial litigations, criminal defense and comprehensive corporate advisory matters. He provides strategic legal counsel to businesses and handles a wide range of non-contentious legal services. Over the years, Mr. Shen has been awarded as the Outstanding Criminal Lawyer and the Outstanding Lawyer at the law firm. Mr. Shen holds a bachelor's degree in law from North University of China in Taiyuan, China. Mr. Shen has entered into a letter of appointment with the Company for a period of three years commencing from the date of his appointment and his appointment may be terminated by either party giving no less than three months' written notice to the other. He is entitled to a director's fee of HK$15,000 per month. As at the Latest Practicable Date, Mr. Shen beneficially owns 170,000 shares of the Company, representing 0.15% of the entire issued share capital of the Company. The Board is of the view that, given that Mr. Shen holds less than 1% of the entire issued share capital of the Company, such interest will not affect his independence as an independent non-executive Director.
Save as disclosed above, each of Mr. Cheung, Mr. Jin, Ms. Li, Mr. Guo, Mr. Hon and Mr. Shen (i) in the last three years does not hold any other directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas; (ii) does not hold any other position in the Group; (iii) does not have any relationship with any directors, senior management, substantial shareholder or controlling shareholder of the Company; and (iv) does not have any interest in the shares of the Company within the meaning of 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 Monday, 29 June 2026 at Unit 16, 27/F, Seapower Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong 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 2025;
- To re-elect Mr. Cheung Chi Wing as an executive Director;
- To re-elect Mr. Jin Guangwu as an executive Director;
- To re-elect Ms. Li Sha as an executive Director;
- To re-elect Mr. Guo Xiaoyun as a non-executive Director;
- To re-elect Mr. Hon Ming Sang as an independent non-executive Director;
- To re-elect Mr. Shen Leyuan 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;
-
13 -
NOTICE OF AGM
- “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”) (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the GEM Listing Rules)) 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 (excluding treasury shares, if any) 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) 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 (excluding treasury shares, if any) on the date of the passing of resolution no. 12), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
- 14 -
NOTICE OF AGM
(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 (excluding treasury shares, if any) 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
- 15 -
NOTICE OF AGM
(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. 10 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
Cheung Chi Wing
Co-Chairman and Executive Director
Hong Kong, 2 June 2026
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
Notes:
(1) A member being entitled to attend and vote at the above meeting is entitled to appoint one proxy or, if he/she/it is a holder of more than one share, more proxies to attend and vote instead of him/her/it. A proxy needs not be a member of the Company.
(2) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
(3) An instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority or the completed form of proxy must be lodged with the principal place of business of the Company in Hong Kong at 35/F, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong or the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Ltd., at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for holding the meeting.
NOTICE OF AGM
(4) Return of the form of proxy or that instrument appointing a proxy will not preclude a member from attending the meeting and voting in person at the meeting if he/she/it so desires. If a member attends the meeting after having deposited the form or the instrument, his/her/its form or instrument will be deemed being revoked.
(5) 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 Wednesday, 24 June 2026 to Monday, 29 June 2026 (both dates inclusive) during which period no transfer of shares will be registered. In order to qualify for entitlement to attend and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Ltd. at not later than 4:30 p.m. on Tuesday, 23 June 2026.
- 17 -