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Aowei Holding Limited Proxy Solicitation & Information Statement 2025
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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 licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Aowei Holding Limited (the “Company”), you should at once hand this circular with the form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.
AOWEI HOLDING LIMITED
奥威控股有限公司
(incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability)
(Stock Code: 1370)
(1) RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an Annual General Meeting of Aowei Holding Limited to be held on 23 May 2025 (Friday) at 10:00 a.m. at Meeting Room, Ritan Club, A1 Ritan East Road, Chaoyang District, Beijing is set out on pages 16 to 20 of this circular. A form of proxy for use at the Annual General Meeting is published on the websites of the Company (www.aoweiholding.com) and of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude the Shareholders from attending and voting in person at the annual general meeting or any adjourned meeting thereof if they so wish.
25 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I – EXPLANATORY STATEMENT ... 8
APPENDIX II – DETAILS OF RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED AT
THE ANNUAL GENERAL MEETING ... 11
NOTICE OF ANNUAL GENERAL MEETING ... 16
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be held on 23 May 2025 (Friday) at 10:00 a.m. at Meeting Room, Ritan Club, A1 Ritan East Road, Chaoyang District, Beijing or any adjournment thereof;
"AGM Notice"
the notice convening the AGM set out on pages 16 to 20 of this circular;
"Articles"
the articles of association of the Company as altered from time to time;
"Board"
the board of Directors;
"Buy-back Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to buy back Shares not exceeding 10% of the total number of Shares in issue (excluding treasury shares) set out as resolution no. 5 in the AGM Notice;
"close associate(s)"
has the same meaning as defined in the Listing Rules;
"Companies Act"
the Companies Act (As Revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time;
"Company"
Aowei Holding Limited (奥威控股有限公司), a company incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange;
"core connected person(s)"
has the same meaning as defined in the Listing Rules;
"Director(s)"
the director or directors of the Company;
"Group"
the Company and its subsidiaries;
"HK$"
Hong Kong dollar, the lawful currency of Hong Kong;
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC;
- 1 -
DEFINITIONS
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares) of the Company involving a maximum of 20% of the total number of the Shares (excluding treasury shares) in issue set out as resolution no. 4 in the AGM Notice;
"Latest Practicable Date"
17 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange;
"Memorandum"
the memorandum of association of the Company as altered from time to time;
"Nomination Committee"
the nomination committee of the Company established by the Board;
"PRC"
the People's Republic of China;
"RMB"
Renminbi, the lawful currency of the PRC;
"SFO"
Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong, as amended or supplemented from time to time;
"Share(s)"
ordinary share(s) of HK$0.0001 each in the capital of the Company;
"Shareholder(s)"
holder(s) of (a) Share(s);
"Stock Exchange"
The Stock Exchange of Hong Kong Limited;
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission of Hong Kong, as amended from time to time; and
"%"
per cent.
- 2 -
LETTER FROM THE BOARD
AOWEI HOLDING LIMITED
奧威控股有限公司
(incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability)
(Stock Code: 1370)
Executive Directors:
Mr. Li Yanjun (Chairman)
Mr. Li Ziwei (Chief Executive Officer)
Mr. Zuo Yuehui (Chief Financial Officer)
Mr. Sun Tao
Ms. Chen Lixian
Independent Non-executive Directors:
Mr. Ge Xinjian
Mr. Meng Likun
Mr. Wong Sze Lok
Registered Office:
P.O. Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Headquarter:
No. 91 Guangping Avenue
Laiyuan County
Baoding City 074300
Hebei Province
PRC
Principal Place of Business
in Hong Kong:
40/F, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
25 April 2025
To the Shareholders
Dear Sir or Madam,
(1) RENEWAL OF GENERAL MANDATES
TO ISSUE NEW SHARES AND BUY BACK SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purposes of this circular are to: (i) provide you with details of the proposed Issue Mandate and the proposed Buy-back Mandate and the extension of the Issue Mandate by addition thereto of the number of Shares bought back pursuant to the Buy-back Mandate; (ii) furnish you with details of the proposed re-election of retiring Directors; and (iii) give you notice of the AGM.
LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES
The Company's existing mandates to issue and buy back Shares were approved by its then Shareholders on 24 May 2024. Unless otherwise renewed, the existing mandates to issue and buy back Shares will expire at the conclusion of the AGM.
Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:
(i) to allot, issue and otherwise deal with additional Shares (including any sale or transfer of treasury shares) of the Company of not exceeding 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the proposed resolution at the AGM; and
(ii) to buy back Shares not exceeding 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the proposed resolution at the AGM.
In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares bought back by the Company pursuant to the Buy-back Mandate (if granted to the Directors at the AGM).
The Directors have no present intention to exercise the Issue Mandate or the Buy-back Mandate (if granted to the Directors at the AGM).
As at the Latest Practicable Date, a total of 1,635,329,892 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued and/or bought back by the Company and the Company does not have any treasury shares prior to the AGM, the Company would be allowed to allot and issue new Shares or transfer treasury shares of the Company involving a maximum of 327,065,978 Shares representing 20% of the number of the issued Shares (excluding treasury shares) as at the date of the AGM.
The Issue Mandate (including the extended Issue Mandate) and the Buy-back Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the extended Issue Mandate) and the Buy-back Mandate (as the case may be) up to 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 laws of the Cayman Islands or the Articles to be held; or (iii) the revocation or variation of the Issue Mandate (including the extended Issue Mandate) or the Buy-back Mandate (as the case may be) by an ordinary resolution of the Shareholders in general meeting.
LETTER FROM THE BOARD
An explanatory statement containing information regarding the Buy-back Mandate is set out in Appendix I to this circular.
RE-ELECTION OF RETIRING DIRECTORS
Each of Mr. Li Yanjun, Mr. Sun Tao and Mr. Ge Xinjian will retire from the office as Directors at the AGM, and, being eligible, offer themselves for re-election as Directors at the AGM pursuant to Article 16.18 of the Articles of Association.
Ms. Chen Lixian will retire from the office as Director at the AGM, and being eligible, offer herself for re-election as Director at the AGM pursuant to Article 16.2 of the Articles of Association.
Particulars of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
Article 16.4 of the Articles of Association provides that no person shall, unless recommended by the Board, be eligible for election to the office of Director at any general meeting unless during the period, which shall be at least seven days, commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than seven days prior to the date of such meeting, there has been given to the company secretary notice in writing by a member of the Company (not being the person to be proposed), entitled to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected. If a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, he should serve at the principal place of business in Hong Kong of the Company at 40th Floor, Dah Sing Financial Centre, No. 248 Queen's Road East, Wanchai, Hong Kong, within the period from 25 April 2025 to 16 May 2025, both days inclusive, (i) his written nomination of the candidate, (ii) written confirmation from such nominated candidate of his willingness to be elected as Director, and (iii) the biographical details of such nominated candidate as required under Rule 13.51(2) of the Listing Rules for publication by the Company.
Recommendations to the Board for the proposal for re-election of each of Mr. Li Yanjun, Mr. Sun Tao and Ms. Chen Lixian, as executive Director and re-election of Mr. Ge Xinjian as independent non-executive Director were made by the Nomination Committee after having considered a range of diversity perspectives including but not limited to age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, as set out in the board diversity policy of the Company.
At the AGM, ordinary resolutions will be put forward to the Shareholders in relation to the proposed re-election of each of Mr. Li Yanjun, Mr. Sun Tao and Ms. Chen Lixian, as executive Director and re-election of Mr. Ge Xinjian as independent non-executive Director.
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LETTER FROM THE BOARD
RECOMMENDATION OF THE NOMINATION COMMITTEE WITH RESPECT TO THE INDEPENDENT NON-EXECUTIVE DIRECTOR SUBJECT TO RE-ELECTION AT THE AGM
The Nomination Committee had assessed and reviewed the written confirmation of independence of the independent non-executive Director who has offered himself for re-election at the AGM (namely, Mr. Ge Xinjian) based on the Independence Criteria as set out in Rule 3.13 of the Listing Rules and was satisfied that Mr. Ge remains independent in accordance with Rule 3.13 of the Listing Rules. In addition, the Nomination Committee had evaluated Mr. Ge's performance and took the view that he has provided valuable contributions to the Company and have demonstrated his abilities to provide independent, balanced and objective view to the Company's affairs.
Accordingly, having considering the recommendation by the Nomination Committee, the Board has recommended Mr. Ge Xinjian for re-election as independent non-executive Director at the AGM.
Mr. Ge Xinjian was appointed as independent non-executive Directors in 2013 and has served as independent non-executive Director for over 9 years. During his tenure of office, he was able to fulfill all the requirements under Rule 3.13 of the Listing Rules relating to the independence of the independent non-executive Director and provided the Company with annual confirmations of his independence. The Board is not aware of any foreseeable event that may occur and affect the independence of Mr. Ge Xinjian and the Board considers that he is and will continue to be independent of the Company. The Board will continue to review the independence of Mr. Ge Xinjian on an annual basis.
In addition, Mr. Ge Xinjian has sufficient time to perform his duties. During the Review Period, Mr. Ge Xinjian attended the general meetings, Board meetings and various committees organized by the Company and provided effective independent opinions on the operation and development of the Company with his own professional level in the field of mining engineering technology. His professional knowledge and background can provide perspectives and contribution on matters related to the Company's business. By exercising his inspection and monitoring functions as independent non-executive Director, Mr. Ge Xinjian has contributed significantly to the efficiency of the Board and safeguarded the interests of Shareholders. His experience in mineral processing research, engineering design and technical management, can also contribute to the diversity of the Board of the Company.
In view of the above, the Board considers that the re-election of Mr. Ge Xinjian as independent non-executive Director beneficial to the Board, the Company and the Shareholders as a whole. Separate resolution will be proposed at the AGM to approve the re-election of Mr. Ge Xinjian as independent non-executive Director. Details of the retiring Directors of the Company which are required to be disclosed in compliance with the Listing Rules are set out in Appendix II to this circular.
As a matter of good corporate governance practice, retiring Directors abstained from voting at the relevant Board meeting in relation to their re-election proposal at the AGM.
LETTER FROM THE BOARD
AGM
A notice convening the AGM to be held on 23 May 2025 (Friday) at 10:00 a.m. at Meeting Room, Ritan Club, A1 Ritan East Road, Chaoyang District, Beijing is set out on pages 16 to 20 of this circular.
In accordance with Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the AGM (save for certain procedural or administrative matters) must be taken by poll.
A form of proxy for use at the AGM is published on the websites of the Company (www.aoweiholding.com) and of the Stock Exchange (www.hkexnews.hk). Whether or not you are able to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire.
RECOMMENDATION
The Directors consider that (1) the grant of the Issue Mandate, the Buy-back Mandate and the extension of the Issue Mandate; and (2) the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to vote in favour of the relevant resolutions as set out in the AGM Notice at the AGM.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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 are no other matters the omission of which would make any statement herein or this circular misleading.
As at the date hereof, the Board comprises Mr. Li Yanjun, Mr. Li Ziwei, Mr. Zuo Yuehui, Mr. Sun Tao and Ms. Chen Lixian as executive Directors; Mr. Ge Xinjian, Mr. Meng Likun and Mr. Wong Sze Lok as independent non-executive Directors.
By order of the Board
Aowei Holding Limited
Mr. Li Yanjun
Chairman
APPENDIX I
EXPLANATORY STATEMENT
This appendix includes an explanatory statement required by the Stock Exchange to be presented to the Shareholders concerning the Buy-back Mandate proposed to be granted to the Directors in the AGM.
- STOCK EXCHANGE RULES FOR BUY-BACK OF SHARES
The Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions.
The Listing Rules provide that all proposed shares bought back by a company with primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be bought back must be fully paid up.
- FUNDING AND IMPACT OF BUY-BACKS
Any buy-back will be made out of funds which are legally available for the purpose in accordance with the Memorandum and Articles, the Listing Rules and the applicable laws of the Cayman Islands. As compared with the financial position of the Company as at 31 December 2024 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed Buy-backs were to be carried out in full during the proposed buy-back period.
However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.
- REASONS FOR BUY-BACKS
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to buy back Shares on the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,635,329,892 Shares.
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APPENDIX I
EXPLANATORY STATEMENT
Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and buy back Shares and on the basis that no further Shares are issued or bought back between the Latest Practicable Date and the AGM, the Directors would be authorised to exercise the powers of the Company to buy back a maximum of 163,532,989 Shares, being 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the passing of the relevant resolution at the AGM. The Shares bought back by the Company shall, subject to applicable laws, be (i) treated by the Company as cancelled; or (ii) held by the Company as treasury shares upon such buy-back.
5. DIRECTORS' OBLIGATIONS
The Directors will exercise the power to make purchases pursuant to the Buy-back Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Memorandum and the Articles. The Directors confirms that the explanatory statement set out in this Appendix contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the Buy-back Mandate has unusual features.
6. EFFECT OF THE TAKEOVERS CODE
If as a result of a buy-back of Shares pursuant to the Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code.
As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of 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.
As at the Latest Practicable Date, to the best knowledge and belief of the Company, Mr. Li Ziwei and Mr. Li Yanjun are deemed to be interested in the 1,147,730,000 Shares held by Hengshi International Investments Limited (which is wholly owned by Hengshi Holdings Limited) and the 33,750,000 Shares held by Aowei International Developments Limited within the meaning of Part XV of the SFO, representing a total of approximately 72.25% of the issued share capital of the Company. In the event that the Directors exercised in full the Buy-back Mandate, the aggregate interests of Mr. Li Ziwei and Mr. Li Yanjun in the Company will be increased to approximately 80.27% of the issued share capital of the Company.
On the basis of the aforesaid increase of shareholding held by the Shareholders set out above, the Directors are not aware of any consequences of such Shares buy-back that would result in any Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Buy-back Mandate was exercised in full. Moreover, the Directors do not intend to exercise the power to buy back Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a
APPENDIX I
EXPLANATORY STATEMENT
mandatory offer under Rule 26 of the Takeovers Code. The Directors have no intention to exercise the Buy-back Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued share capital of the Company.
7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Buy-back Mandate is granted, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make Shares buy-back.
8. SHARE BUY-BACK MADE BY THE COMPANY
No Shares buy-back has been made by the Company (whether on the Stock Exchange or otherwise) during the six months ended on the Latest Practicable Date.
9. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months and up to the Latest Practicable Date were as follows:
| Shares | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 0.650 | 0.590 |
| May | 0.620 | 0.430 |
| June | 0.580 | 0.470 |
| July | 0.540 | 0.480 |
| August | 0.520 | 0.510 |
| September | 0.500 | 0.495 |
| October | 0.500 | 0.490 |
| November | 0.500 | 0.300 |
| December | 0.580 | 0.500 |
| 2025 | ||
| January | 1.190 | 0.670 |
| February | 1.180 | 0.970 |
| March | 0.960 | 0.415 |
| April (till the Latest Practicable Date) | 0.485 | 0.480 |
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Set out below are details of the proposed Directors to be re-elected at the AGM.
Mr. Li Yanjun
Mr. Li Yanjun (李豔軍), aged 60, is our executive Director and the chairman of the Board, and is mainly responsible for the overall business plan, strategies and major decisions making of our Group. Mr. Li is the founder of the Group, and through the previous and current positions he held at Hebei Aowei Industrial Group Co., Ltd. (河北奧威實業集團有限公司) (“Aowei Group”), Laiyuan County Aoyu Steel Co., Ltd. (淶源縣奧宇鋼鐵有限公司) (“Aoyu Steel”) and the Group. Mr. Li has extensive of experience in the iron ore mining, steel industry and corporate management. Mr. Li was also a member of the 12th National People's Congress (第十二屆全國人大). Mr. Li Yanjun is the father of Mr. Li Ziwei.
As at the Latest Practicable Date, Mr. Li Yanjun was deemed to be interested in the 1,147,730,000 shares held by Hengshi International Investments Limited (which is wholly-owned by Hengshi Holdings Limited) and the 33,750,000 shares held by Aowei International Developments Limited within the meaning of Part XV of the SFO, representing a total of approximately 72.25% of the issued share capital of the Company.
Mr. Li Yanjun through the controlled corporations of Mr. Li Ziwei provided an interest in 829,630,000 shares as security to a person other than a qualified lender.
Save as disclosed above, Mr. Li Yanjun did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Save as disclosed above, Mr. Li Yanjun does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he had no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
Mr. Li Yanjun has entered into a director's service contract with the Company for a term of three years commencing from 28 November 2022 subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles. Mr. Li Yanjun is not entitled to any director's fee, but he is entitled to receive a salary of HK$1,440,000 per annum as the senior management of the Company and a discretionary bonus as approved by the Board. The annual emolument of Mr. Li Yanjun is determined by the Board with reference to his experience, duties and responsibilities within the Group.
Save as disclosed above, there are no other matters relating to the re-election of Mr. Li that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Sun Tao (孫濤)
Mr. Sun Tao (孫濤), aged 42, was appointed as our executive Director on 29 March 2023. He is responsible for the project planning, safe production, health, environmental protection, procurement and supply, corporate management and other management affairs of the Group. He has extensive experience in corporate management. Prior to joining the Group, Mr. Sun successively served as the head and chief of the procurement and supply department of Aoyu Steel from March 2005 to February 2013. He joined the Group in 2013 and served as the head of the operation and planning department of Aowei Mining from February 2013 to March 2016. From March 2016 to February 2020, he served as the deputy general manager of Beijing Jianke Cloud Technology Co., Ltd.* (北京健科雲網科技有限公司), where he was responsible for product promotion and market development and overall affairs of its Shenzhen branch. Mr. Sun re-joined the Group in February 2020 and was appointed as the deputy general manager of Aowei Mining and was responsible for the project planning of Aowei Mining and concurrently managing safe production, health, environmental protection, procurement and supply, corporate management and other affairs. He was also appointed as directors of Beijing Panshi Industrial Co., Ltd and Beijing Hengwen Industrial Co., Ltd in September 2022.
Mr. Sun graduated from Hebei Agricultural University with a bachelor's degree in economics in July 2005, and he obtained the qualification as a Merchandiser from the Vocational Appraisal Centre of the Ministry of Labour and Social Security* (勞動社會保障部職業鑑定中心) in August 2007. Mr. Sun was selected as a "Featured Talent in Laiyuan County" by the Communist Party of Laiyuan County Committee and the Laiyuan County People's Government on 28 March 2021. In January 2023, he was awarded as "Advanced Individual of Investment Attraction for High-quality Development" by Baoding Municipal Party Committee and People's Government of Baoding.
Save as disclosed above, Mr. Sun Tao did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Mr. Sun Tao does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he had no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
Mr. Sun Tao has entered into a director's service contract with the Company for a term of 3 years commencing on 29 March 2023 subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles. Mr. Sun Tao is not entitled to any director's fee, but he is entitled to receive a salary of RMB276,000 per annum for his management services to the Group and a discretionary bonus as approved by the Board. The annual emolument of Mr. Sun Tao is determined by the Board with reference to his experience, duties and responsibilities within the Group.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, there are no other matters relating to the re-election of Mr. Sun that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Ms. Chen Lixian
Ms. Chen Lixian (陳立仙), aged 45, was appointed as our executive Director on 28 November 2024. She is primarily responsible for assisting in the Group's operation and internal audit of internal control. Ms. Chen has extensive experience in operations and financial management. She served as the head of the comprehensive department of Aowei Group from January 2005 to June 2007. From June 2007 to May 2010, she was the fund accountant of the finance department of Aowei Group. From June 2010 to February 2014, she successively served as an accountant and manager in the finance department of the Beijing Sales Branch of Aowei Group. From February 2014 to May 2024, she served as the deputy manager of the finance department and the deputy manager of the operations department of Beijing Branch, respectively. In June 2024, she assumed the position of manager at the Beijing Branch.
Ms. Chen obtained an undergraduate diploma in law from Shijiazhuang College of Economics in June 2004, and was awarded the qualification of intermediate accountant by the Title Reform Leading Group Office of Baoding City (保定市職稱改革領導小組辦公室) in February 2014.
Save as disclosed above, Ms. Chen Lixian did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Ms. Chen Lixian does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and she had no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
Ms. Chen Lixian has entered into a director's service contract with the Company for a term of 3 years commencing on 28 November 2024 subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles.
Ms. Chen Lixian is not entitled to any director's fee, but she is entitled to receive a salary of RMB 120,000 per annum for her management services to the Group and a discretionary bonus as approved by the Board. The annual emolument of Ms. Chen Lixian is determined by the Board with reference to his experience, duties and responsibilities within the Group.
Save as disclosed above, there are no other matters relating to the re-election of Ms. Chen that need to be brought to the attention of the Shareholders and there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Ge Xinjian
Mr. Ge Xinjian (葛新建), aged 65, is our independent non-executive Director (he has served as an independent non-executive Director for over nine years), primarily responsible for providing independent advice and guidance to the Board. He serves as the general manager of Anhui Xinjian Mining Engineering Technology Co., Ltd. (安徽新建礦業工程技術有限責任公司). Mr. Ge has extensive of experience in processing research, design and technical management. Mr. Ge currently serves as a member of the 7th Ore Dressing Branch Committee of the Chinese Society for Metals (中國金屬學會選礦分會第七屆委員會委員), the part-time professor of Anhui University of Technology and the member of the Expert Committee of China Metallurgical Mining Enterprise Association (中國冶金礦山企業協會). Mr. Ge served as the chief engineer of Magang Group Design & Research Institute Co., Ltd. (馬鋼集團設計研究院有限責任公司) from March 2004 to December 2014. During this period, Mr. Ge held a concurrent post as the vice president from August 2011 to December 2014.
Mr. Ge published several theses in different professional journals and compiled many professional works, including Current Application of High-Pressure Grinder of Metallurgy Mine in China (《高壓輥磨工藝在我國冶金礦山的應用現狀》)(Modern Mining, 9th edition of 2009). Mr. Ge obtained a bachelor's degree in Ore Dressing from Jiangxi Metallurgy Institute (江西冶金學院)(now known as Jiangxi University of Science and Technology (江西理工大學)) in July 1983.
Mr. Ge is a professor-level senior engineer in ore dressing recognized by Personnel Department of Anhui Province (安徽省人事廳) in December 2009, a national mineral reserves appraiser recognized by Department of Personnel and Education of Ministry of Land and Resources (國土資源部人事教育司) in September 2007 and a registered national environment engineer recognized by Personnel Department of Anhui Province in September 2007.
Save as disclosed above, Mr. Ge Xinjian has not held any directorship in any other public companies whose securities are listed on any stock market in Hong Kong or overseas, or held any other positions or any other significant appointments or professional qualifications in the Company and any other member companies of the Group during the past three years.
Mr. Ge Xinjian does not have any relationship with any other Directors, senior management, or substantial or controlling shareholders of the Company and he does not have any interests in the Shares which are required to be disclosed under Part XV of the SFO.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Ge Xinjian has entered into a director service contract with the Company for a term of three years commencing from 25 November 2022, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Ge shall be entitled to receive a director’s fee of HK$130,000 per annum, which is determined with reference to the prevailing market practice, the Company’s remuneration policy, and his duties and responsibilities to the Group.
Save as disclosed above, there are no other matters relating to the re-election of Mr. Ge that need to be brought to the attention of the Shareholders and there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
興威控股
AOWEI HOLDING LIMITED
AOWEI HOLDING LIMITED
奧威控股有限公司
(incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability)
(Stock Code: 1370)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of Aowei Holding Limited (the “Company”) will be held on 23 May 2025 (Friday) at 10:00 a.m. at Meeting Room, Ritan Club, A1 Ritan East Road, Chaoyang District, Beijing, for considering and, if thought fit, passing, with or without amendments, the following resolutions:
ORDINARY RESOLUTIONS
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To receive and consider the audited consolidated accounts and reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 December 2024.
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(a) Mr. Li Yanjun be re-elected as an executive director of the Company;
(b) Mr. Sun Tao be re-elected as an executive director of the Company;
(c) Ms. Chen Lixian be re-elected as an executive director of the Company;
(d) Mr. Ge Xinjian be re-elected as an independent non-executive director of the Company; and
(e) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
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To re-appoint Asian Alliance (HK) CPA as auditors to the Company and to authorise the board of directors of the Company to fix their remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
4. "THAT:
(A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (including any sale or transfer of treasury shares) and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(B) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company (including any sale or transfer of treasury shares)) during or after the end of the Relevant Period;
(C) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate number of issued shares (excluding treasury shares) of the Company at the time of passing this resolution and the said approval shall be limited accordingly; and
(D) for the purposes of this resolution:
“Relevant Period” means the period from the time 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 laws of the Cayman Islands or the Company’s articles of association to be held; or
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).
- “THAT:
(A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all powers of the Company to buy back issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to buy back such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;
(B) the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to buy back its shares at a price determined by the Directors;
(C) the aggregate number of shares of the Company bought back or agreed conditionally or unconditionally to be bought back by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate number of issued shares (excluding treasury shares) of the Company as at the time of passing this resolution and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(D) for the purposes of this resolution:
“Relevant Period” means the period from the time 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 laws of the Cayman Islands or the Company’s articles of association to be held; or
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
- “THAT conditional upon the passing of Resolutions No. 4 and No. 5 as set out in this notice convening the Meeting of which this Resolution forms part, the general mandate granted to the directors of the Company pursuant to Resolution No. 4 as set out in this notice convening the Meeting of which this Resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company bought back by the Company under the authority granted pursuant to Resolution No. 5 as set out in this notice convening the Meeting of which this Resolution forms part, provided that such amount shall not exceed 10% of the aggregate number of issued shares (excluding treasury shares) of the Company as at the date of passing this Resolution.”
By Order of the Board
Aowei Holding Limited
Mr. Li Yanjun
Chairman
Beijing, the People’s Republic of China, 25 April 2025
Registered office:
P.O. Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Principal place of business in Hong Kong:
40/F, Dah Sing Financial Centre
No. 248 Queen’s Road East
Wanchai
Hong Kong
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
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Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
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The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
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To be valid, the instrument appointing a proxy and (if required by the board of the directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
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No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
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Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
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For the purpose of identifying shareholders who are entitled to attend the Meeting, the transfer books and register of members of the Company will be closed from 19 May 2025 to 23 May 2025 (both days inclusive), both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 16 May 2025.
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An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against the ordinary resolution no. 5 as set out in this notice is enclosed.
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Details of each of Mr. Li Yanjun, Mr. Sun Tao, Ms. Chen Lixian and Mr. Ge Xinjian proposed to be re-elected as directors of the Company at the Meeting are set out in Appendix II to this circular.
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