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Apex Ace Holding Limited — Proxy Solicitation & Information Statement 2025
Apr 25, 2025
50950_rns_2025-04-25_1f90728e-86bb-42ad-aa21-2004d9491f00.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 Apex Ace Holding Limited 光麗科技控股有限公司*, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
APEX ACE
APEX ACE HOLDING LIMITED
光麗科技控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6036)
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS,
GRANTING OF GENERAL MANDATES
TO REPURCHASE SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in the lower portion of this cover page and the first page of this circular shall have the same respective meanings as those defined in the section headed “DEFINITIONS” of this circular.
A notice convening the 2025 AGM to be held at Units 2-3, 1/F, Sun Cheong Industrial Building, 1 Cheung Shun Street, Kowloon, Hong Kong on Wednesday, 21 May 2025 at 11:00 a.m. is set on pages 19 to 23 of this circular. A form of proxy for use at the 2025 AGM is also enclosed. Such form of proxy is also published on the respective websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.apexace.com).
If you do not intend to attend the 2025 AGM but wish to exercise your right as a Shareholder, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions stated thereon and return it to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2025 AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2025 AGM or its adjournment if you so wish. In such event, the form of proxy should be deemed to be revoked.
28 April 2025
- For identification purpose only
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 4
- Proposed Re-election of Retiring Directors. 5
- Proposed Granting of General Mandate to Repurchase Shares 6
- Proposed Granting of General Mandate to Issue Shares 8
- 2025 AGM and Proxy Arrangement 8
- Recommendation 9
- Responsibility Statement 9
- General Information 9
Appendix I - Details of the Retiring Directors Proposed to be Re-elected at the 2025 AGM. 10
Appendix II - Explanatory Statement on the Repurchase Mandate 15
Notice of Annual General Meeting. 19
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:
“2024 AGM” the annual general meeting of the Company held on 21 May 2024
“2025 AGM” the annual general meeting of the Company to be held at Units 2-3, 1/F., Sun Cheong Industrial Building, 1 Cheung Shun Street, Kowloon, Hong Kong on Wednesday, 21 May 2025 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the 2025 AGM Notice set out on pages 19 to 23 of this circular
“2025 AGM Notice” the notice for convening the 2025 AGM set out in pages 19 to 23 of this circular
“AGM” annual general meeting of the Company
“Articles of Association” the articles of association of the Company as amended, supplemented or otherwise modified from time to time
“Audit Committee” the audit committee of the Board
“Board” the board of Directors
“China” or “PRC” the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan)
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Company” Apex Ace Holding Limited (光麗科技控股有限公司*) , a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed and traded on the Main Board of the Stock Exchange
“controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“core connected person(s)” has the meaning ascribed thereto under the Listing Rules
- For identification purpose only
DEFINITIONS
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"INED(s)" the independent non-executive Director(s)
"Issue Mandate" the general and unconditional mandate proposed to be granted to the Directors at the 2025 AGM to exercise all the power of the Company to allot, issue or otherwise deal with Shares with a total number not exceeding 20% of the number of Shares in issue as at the date of passing of the proposed ordinary resolution no. 6 of the 2025 AGM Notice as set out on pages 19 to 23 of this circular
"Latest Practicable Date" 23 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time
"Main Board" the stock market (excluding the option markets) operated by the Stock Exchange which is independent from and operated in parallel with the GEM
"NED(s)" the non-executive Director(s)
"Nomination Committee" the nomination committee of the Board
"Remuneration Committee" the remuneration committee of the Board
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DEFINITIONS
"Repurchase Mandate"
the general and unconditional mandate proposed to be granted to the Directors at the 2025 AGM to repurchase Shares on the Stock Exchange or any other recognised stock exchange with a total number not exceeding 10% of the number of Shares in issue as at the date of passing of the proposed ordinary resolution no. 5 of the 2025 AGM Notice as set out on pages 19 to 23 of this circular
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong as amended, supplemented or otherwise modified from time to time
"Share(s)"
the ordinary share(s) with nominal value of HK$0.01 each of the Company
"Shareholder(s)"
the registered holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Subsidiaries"
the subsidiaries of the Company
"substantial shareholder(s)"
has the meaning ascribed thereto under the Listing Rules
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs as amended, supplemented or otherwise modified from time to time and administered by the Securities and Futures Commission of Hong Kong
"Year"
the year ended 31 December 2024
"%
per cent
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LETTER FROM THE BOARD
APEX ACE
APEX ACE HOLDING LIMITED
光麗科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6036)
Executive Directors:
Mr. Lee Bing Kwong
(Chairman and Chief Executive Officer)
Ms. Lo Yuen Lai
NED:
Mr. Lo Yuen Kin
INEDs:
Mr. Cheung Siu Kui
Mr. Yim Kwok Man
Dr. Chow Terence
Mr. Cheung Hung Kwong
Registered Office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111, Cayman Islands
Principal Place of Business in the PRC:
26K, NEO Tower A
6011 Shennan Avenue
Futian District
Shenzhen, The PRC
Principal Place of Business
in Hong Kong:
Units 2-3, 1/F
Sun Cheong Industrial Building
1 Cheung Shun Street, Kowloon
Hong Kong
28 April 2025
To the Shareholders
Dear Sir/Madam,
PROPOSALS FOR
RE-ELECTION OF RETIRING DIRECTORS,
GRANTING OF GENERAL MANDATES
TO REPURCHASE SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with the 2025 AGM Notice and information in respect of certain resolutions to be proposed at the 2025 AGM. These include ordinary resolutions relating to, among other things, (i) the re-election of the retiring Directors; and (ii) the granting to the Directors of the Repurchase Mandate and the Issue Mandate.
- For identification purpose only
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, there were two executive Directors, namely Mr. Lee Bing Kwong (“Mr. Lee”) and Ms. Lo Yuen Lai; one NED, namely Mr. Lo Yuen Kin (“Mr. Lo”); and four INEDs, namely Mr. Cheung Siu Kui (“Mr. Cheung SK”), Mr. Yim Kwok Man, Dr. Chow Terence and Mr. Cheung Hung Kwong (“Mr. Cheung HK”).
In accordance with Article 83(3) of the Articles of Association, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Mr. Cheung Hung Kwong (“Mr. Cheung HK”) was appointed as an independent non-executive Director on 1 September 2024. Accordingly, Mr. Cheung HK will retire from office at the AGM and being eligible, has offered herself for re-election at the AGM.
Article 84(1) of the Articles of Association provides that at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an AGM at least once every three years. Besides, according to Article 84(2) of the Articles of Association, a retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Mr. Lee, Mr. Cheung SK, Mr. Lo, who have been longest in office since their last election, will retire at the 2025 AGM and being eligible, have offered themselves for re-election thereat.
LETTER FROM THE BOARD
The Nomination Committee has assessed and reviewed the annual written confirmation of independence from each of the INEDs based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all the INEDs, including Mr. Cheung SK and Mr. Cheung HK remain independent. Further, the Nomination Committee has also evaluated the performance of each of Mr. Lee, Mr. Cheung SK, Mr. Lo and Mr. Cheung HK during the Year based on the nomination policy of the Company, which was disclosed in the annual report of the Company for the Year and found their performance satisfactory. The Nomination Committee also considered that Mr. Lee, Mr. Cheung SK, Mr. Lo and Mr. Cheung HK possess the experience, skills and other perspectives as set out in Appendix I to this circular can bring further contributions to the Board and its diversity. Therefore, with the recommendation of the Nomination Committee, the Board has recommended that the retiring Directors, namely Mr. Lee, Mr. Cheung SK, Mr. Lo and Mr. Cheung HK, to stand for re-election as Directors at the 2025 AGM. As a good corporate governance practice, each of Mr. Lee, Mr. Cheung SK, Mr. Lo and Mr. Cheung HK abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders. The Board believes that the continuous appointment of the retiring Directors contributes to the stability and diversity of the Board.
The particulars required to be disclosed under the Listing Rules in relation to the retiring Directors proposed for re-election are set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
The general mandate previously granted to the Directors to repurchase Shares at the 2024 AGM will lapse at the conclusion of the 2025 AGM. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the 2025 AGM to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange or other recognised stock exchange with a total number not exceeding 10% of the number of Shares in issue as at the date of passing the relevant resolution (i.e. a total of 107,511,000 Shares assuming that there is no change in the total number of Shares in issue before the 2025 AGM for which treasury shares, if any, shall be excluded from the calculation of issued share capital). The Directors wish to state that they have no immediate plan to repurchase any Share pursuant to the Repurchase Mandate.
LETTER FROM THE BOARD
With effect from 11 June 2024, amendments have been made to the Listing Rules to introduce flexibility for listed companies to cancel shares repurchased and/or to adopt a framework to (i) allow repurchased shares to be held in treasury and (ii) govern the resale of treasury shares. Following such changes to the Listing Rules, if the Company repurchases shares pursuant to the Repurchase Mandate, the Company may (i) cancel the repurchased shares and/or (ii) hold such shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of shares are made, and such requirements as may be applicable under the Listing Rules, the laws of the Cayman Islands and the Articles of Association. A holder of treasury shares shall abstain from voting on matters that require shareholders' approval under the Listing Rules. To the extent that Shares are deposited with CCASS pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions.
The Repurchase Mandate is to remain in effect until the earliest of (a) the conclusion of the next AGM; (b) the expiration of the period within which the next AGM is required by the Articles of Associate or any applicable laws to be held; and (c) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against the proposed ordinary resolution for granting the Repurchase Mandate is set out in Appendix II to this circular.
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LETTER FROM THE BOARD
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
The general mandate previously granted to the Directors to allot Shares at the 2024 AGM will lapse at the conclusion of the 2025 AGM. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the 2025 AGM to approve the granting of the Issue Mandate to the Directors to allot, issue or otherwise deal with Shares with a total number not exceeding 20% of the number of Shares in issue as at the date of passing of the relevant resolution (i.e. a total of 215,022,000 Shares assuming that there is no change in the total number of Shares in issue before the 2025 AGM). Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution to extend the Issue Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the 2025 AGM.
The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate.
The Issue Mandate is to remain in effect until the earliest of (a) the conclusion of the next AGM; (b) the expiration of the period within which the next AGM is required by the Articles of Associate or any applicable laws to be held; and (c) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
5. 2025 AGM AND PROXY ARRANGEMENT
A notice of the 2025 AGM is set out in pages 19 to 23 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the 2025 AGM in the manner prescribed under the Listing Rules.
LETTER FROM THE BOARD
A form of proxy for use at the 2025 AGM is enclosed with this circular and such form of proxy is also published on the respective websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.apexace.com). If you do not intend to attend the 2025 AGM but wish to exercise your right as a Shareholder, you are required to complete and sign in accordance with the instructions stated thereon and deposited together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority at the Company's branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2025 AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2025 AGM or its adjournment if you so wish. In such event, the form of proxy should be deemed to be revoked.
6. RECOMMENDATION
The Directors consider that the proposed resolutions referred to in this circular and the 2025 AGM Notice are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions as referred to therein.
7. 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: (i) the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein misleading.
8. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular.
Yours faithfully,
For and on behalf of the Board
Apex Ace Holding Limited
Lee Bing Kwong
Chairman and Chief Executive Officer
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the 2025 AGM.
(1) MR. LEE BING KWONG
Mr. Lee Bing Kwong ("Mr. Lee"), aged 70, the founder of the Group and the controlling shareholder of the Company, was appointed as an executive Director on 4 July 2012 and is also the chief executive officer of our Group and the chairman of the Board as well as the chairman of the Nomination Committee and a member of the Remuneration Committee. Mr. Lee is also a director of certain Subsidiaries. Mr. Lee obtained a bachelor's degree of applied science from the University of Toronto, Canada in 1980. Mr. Lee established Nicegoal Investments Limited ("Nicegoal Investments") in 1987 with business mainly in manufacturing of personal computer motherboard and trading of components and accessories for personal computer and AVT International Limited in 1992 which started its business of trading of electronic components in 2005. Prior to the establishment of Nicegoal Investments, Mr. Lee acted as sales engineer and marketing engineer in the sales and marketing department of Motorola Semiconductors (HK) Limited during the period from 1981 and 1985. Mr. Lee has been active in the semiconductor field for more than 35 years.
A service agreement in respect of Mr. Lee's directorship was entered into with the Company for a term of 3 years from 16 March 2018 and thereafter continues on a monthly basis, subject to renewal and retirement by rotation at least once every three years, pursuant to the Articles of Association. He is entitled to a monthly salary of HK$30,000 and a thirteenth-month payment of HK$30,000 for every complete year of service or pro-rata thereof. He is also entitled to participate in the Group's pension scheme and discretionary bonus. His remuneration is determined by the Board with the recommendation of the Remuneration Committee with reference to his duties and responsibilities with the Company and the prevailing comparable compensations in the market. His emolument for the Year was approximately HK$910,000.
Mr. Lee is the sole director of Best Sheen Limited, the controlling shareholder of the Company. Mr. Lee is the husband of Ms. Lo Yuen Lai, an executive Director; the brother-in-law of Mr. Lo Yuen Kin (NED); and the father of Mr. Lee Chak Hol, being the vice president of the Group. Mr. Lee does not, at present, nor did he in the past three years, hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas. Save as disclosed, Mr. Lee does not have any relationship with any Directors or senior management or substantial shareholder or controlling shareholder of the Company nor does he has any other position with the Group or other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. Lee was deemed to be interested in, within the meaning of Part XV of the SFO, 835,710,000 Shares, representing 82.78% of the entire issued share capital of the Company, through his corporate interest of 100% in Best Sheen Limited, a controlling shareholder of the Company and Nicegoal Limited (holding perpetual subordinated convertible securities in the principal amount of HK$10 million and convertible bond in the principal amount of HK$20 million convertible into an aggregate of 85,710,000 Shares). Save as disclosed, Mr. Lee does not have any interest in shares or underlying shares or debentures of the Company and/or its associated corporations within the meaning of Part XV of the SFO.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
(2) MR. CHEUNG SIU KUI
Mr. Cheung Siu Kui (“Mr. Cheung SK”), aged 75, was appointed as an INED on 15 February 2018. He is also the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee. Mr. Cheung SK obtained a bachelor’s degree of applied science from the University of Toronto, Canada in 1975. Mr. Cheung SK was elected as a member of the Association of Professional Engineers of the Province of Ontario, Canada and the Institution of Electronic and Radio Engineers in 1977 and 1983 respectively. Mr. Cheung SK retired in 2008. Prior to Mr. Cheung SK’s retirement, he acted as vice president (Greater China Operation) of Renesas Technology (Hong Kong) Limited during the period from 2003 to 2008 responsible for, amongst others, strategic planning and operation support for the Greater China Market. During the period from 1983 to 2003, Mr. Cheung SK worked with various electronic components companies, including Motorola Semiconductors (HK) Limited and Hitachi Electronic Components (Asia) Limited; and was responsible for the sales and marketing of electronic components.
A letter of appointment in respect of Mr. Cheung SK directorship was entered into for a fixed term of service of 3 years subject to renewal and retirement by rotation at least once every three years, pursuant to the Articles of Association. He is entitled to a fee of HK$120,000 per annum which is determined by the Board with the recommendation of the Remuneration Committee with reference to his duties and responsibilities with the Company and the prevailing comparable compensations in the market. His emolument for the Year was HK$180,000.
Mr. Cheung SK does not hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas in the past three years, nor does he has any other position with the Group or other major appointments and professional qualifications. Mr. Cheung SK does not have any relationship with any Directors or senior management or substantial shareholder or controlling shareholder of the Company.
As at the Latest Practicable Date, Mr. Cheung SK does not have any interest in shares or underlying shares or debentures of the Company and/or its associated corporations within the meaning of Part XV of the SFO.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
(3) MR. LO YUEN KIN
Mr. Lo Yuen Kin (“Mr. Lo”), aged 62, was appointed as an executive Director on 21 February 2014 and was re-designated as a non-executive Director on 1 September 2024. Mr. Lo is also a director of certain Subsidiaries. Mr. Lo joined our Group in May 2012 as finance director and was appointed as the senior vice president of AVT International Limited (“AVT”), a wholly-owned subsidiary of the Company, in May 2021 and was transferred as the general manager of another subsidiary of the Group on 1 September 2024. He has been a project manager of AVT since August 2020. Mr. Lo obtained a bachelor’s degree of engineering from The Cooper Union for the Advancement of Science and Art, New York, US in 1988 and a master’s degree of science (aeronautics and astronautics) from Stanford University, California, US in 1990. In 1987, Mr. Lo was elected by The Cooper Union – Cooper Union Pi Phi Chapter and declared a certified member of Pi Tau Sigma Fraternity. Further, Mr. Lo was a responsible officer of Positano Wealth Management Limited for the supervision of Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO during the period from September 2017 to February 2019 and was a responsible officer of China Shenghai Investment Management Limited responsible for the supervision of Type 1 (dealing in securities) (for the period from September 2009 to August 2013), Type 4 (advising on securities) (for the period from April 2009 to August 2013) and Type 9 (asset management) (for the period from April 2009 to August 2013). During the period from December 2002 to February 2007, Mr. Lo worked for SinoPac Capital Limited as director of equity trading. During the period from 1990 to 2016, Mr. Lo worked with various financial institutions and accounting firm, including Price Waterhouse, Credit Lyonnais (Asia) Limited, Mees Pierson Securities (Asia) Limited, Morgan Grenfell Asia Securities (HK) Limited, BZW Asia Limited, China International Capital Corporation (Hong Kong) Limited, ING Baring Securities (Hong Kong) Limited, G.K. Goh Securities (H.K.) Limited and YGD Asset Management (HK) Limited.
A letter of appointment was entered into in respect of Mr. Lo’s directorship with the Company effective on 1 September 2024 for a term of one (1) year and is automatically renewable for a further one (1) year, subject to renewal and retirement by rotation at least once every three years, pursuant to the Articles of Association. He is entitled to a fee of HK$120,000 per annum. Mr. Lo is also entitled to a monthly salary of HK$25,000 as the general manager of a subsidiary of the Group from 1 September 2024 and to participate in the Group’s pension scheme and discretionary bonus. His remuneration is determined with reference to his duties and responsibilities with the Company and the prevailing comparable compensations in the market. His emolument for the Year was HK$583,000.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
Mr. Lo is the brother-in-law of Mr. Lee Bing Kwong (“Mr. Lee”), being a controlling shareholder of the Company, the chairman of the Board (the “Chairman”), the chief executive officer of the Group (the “CEO”) and an executive Director; the younger brother of Ms. Lo Yuen Lai, being an executive Director; and the uncle of Mr. Lee Chak Hol (a vice president of the Group). Mr. Lo does not, at present, nor did he in the past three years, hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas. Save as disclosed, Mr. Lo does not have any relationship with any Directors or senior management or substantial shareholder or controlling shareholder of the Company, nor does he has any other position with the Group or other major appointments and professional qualifications.
As at the Latest Practicable Date, Mr. Lo does not have any interest in shares or underlying shares or debentures of the Company and/or its associated corporations within the meaning of Part XV of the SFO.
(4) MR. CHEUNG HUNG KWONG
Mr. Cheung Hung Kwong (“Mr. Cheung HK”), aged 57, was appointed as an INED on 1 September 2024 and a member of the Nomination Committee on 1 April 2025. Mr. Cheung HK has over 30 years of experience in auditing, financial accounting, initial public offerings, merger and acquisitions, corporate finance activities and investor relations. Mr. Cheung HK joined PricewaterhouseCoopers in July 1994 and left as a manager in the corporate finance and recovery department of PricewaterhouseCoopers in March 2003. From March 2003 to March 2008, Mr. Cheung HK served in Boto Company Limited, a festival product manufacturing company, and held various positions including chief financial officer. Mr. Cheung HK joined Kaisa Group Holdings Ltd. (stock code: 1638.HK) in July 2008 and for the period from November 2009 to December 2014, served as its chief financial officer, company secretary and joint authorised representative. From January to March 2017, Mr. Cheung HK served in Culture Landmark Investment Limited (stock code: 674.HK) as the company secretary and chief financial officer. From March 2017 to March 2020, Mr. Cheung HK served in Harvest Property Holdings Limited, a China-based property developer, and held various positions including chief financial officer, vice president, joint authorised representative and company secretary. Mr. Cheung HK is currently an executive vice president of Ganglong China Property Group Limited (stock code: 6968.HK).
From December 2011 to March 2022, Mr. Cheung HK served as an independent non-executive director, and was the chairman of the audit committee, of China Aluminium International Engineering Corporation Limited, a company listed on the Main Board of the Stock Exchange (stock code: 2068) and Shanghai Stock Exchange (stock code: 601068).
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
Mr. Cheung HK was admitted as a member of the AICPA in August 1996. He was designated as a Chartered Financial Analyst by the Association for Investment Management and Research in the United States of America in September 2000. Mr. Cheung HK obtained his bachelor's degree in science from the University of Hong Kong in December 1990 and his master's degree (distinction) in quantum fields and fundamental forces from Imperial College of Science, Technology and Medicine, University of London in January 1992.
A letter of appointment in respect of Mr. Cheung HK directorship was entered into for a fixed term of service of 1 year and automatically renewable for 1 year, subject to renewal and retirement by rotation at least once every three years, pursuant to the Articles of Association. He is entitled to a fee of HK$120,000 per annum which is determined by the Board with the recommendation of the Remuneration Committee with reference to his duties and responsibilities with the Company and the prevailing comparable compensations in the market. His emolument for the Year was HK$40,000.
Save as disclosed above, Mr. Cheung HK does not hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas in the past three years nor does he has any other position with the Group or other major appointments and professional qualifications. Mr. Cheung HK does not have any relationship with any Directors or senior management or substantial shareholder or controlling shareholder of the Company.
As at the Latest Practicable Date, Mr. Cheung HK does not have any interest in shares or underlying shares or debentures of the Company and/or its associated corporations within the meaning of Part XV of the SFO.
GENERAL
Save as disclosed herein, each of the above retiring Directors proposed for re-election has confirmed that there is no information to be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters need to be brought to the attention of the Shareholders in respect of each of the above retiring Directors' re-election.
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APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2025 AGM in relation to the granting of the Repurchase Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,075,110,000 Shares.
Subject to the passing of the ordinary resolution granting the Repurchase Mandate at the 2025 AGM and on the basis that there will be no change to the total number of issued Shares from the Latest Practicable Date up to the date of the 2025 AGM, i.e. being 1,075,110,000 Shares, the Company will be allowed under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 107,511,000 Shares, representing 10% of the total number of Shares in issue as at the date of the 2025 AGM.
- REASONS FOR SHARE REPURCHASE
The Directors believe that it is in the interests of the Company and the Shareholders as a whole to have general authority from the Shareholders to give the Company the flexibility to repurchase Shares if and when appropriate. The Company may cancel any Shares to be bought back under the Repurchase Mandate and/or hold them as treasury shares, subject to market conditions and the capital management needs of the Company at the relevant time, subject to compliance with the Listing Rules, the Articles of Association and the laws of the Cayman Islands. Shares repurchased for cancellation may lead to an enhancement of the net asset value and/or earnings per share. Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. The Repurchase Mandate will only be exercised when the Board believes that such repurchase(s) will benefit the Company and the Shareholders as a whole at the relevant time.
- FUNDING OF SHARE REPURCHASE
The Company may only apply funds legally available for share repurchase in accordance with its memorandum of association, the Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
4. IMPACT OF SHARE REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the Year) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares were traded on the Stock Exchange during the each of the previous twelve months before the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.445 | 0.375 |
| May | 0.470 | 0.420 |
| June | 0.520 | 0.430 |
| July | 0.500 | 0.445 |
| August | 0.480 | 0.425 |
| September | 0.530 | 0.425 |
| October | 0.690 | 0.475 |
| November | 0.710 | 0.570 |
| December | 0.690 | 0.540 |
| 2025 | | |
| January | 0.770 | 0.610 |
| February | 0.900 | 0.720 |
| March | 0.800 | 0.530 |
| April (up to the Latest Practicable Date) | 0.560 | 0.440 |
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
6. GENERAL
To the best of the knowledge of the Directors and having made all reasonable enquiries, none of the Directors nor any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Directors will, so far as the same may be applicable, exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
7. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby 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 Directors, Best Sheen Limited (“Best Sheen”) was beneficially interested in 750,000,000 Shares, representing approximately 69.76% of the total issued Shares. As Best Sheen is wholly-owned by Mr. Lee, an executive Director, the Chairman and the CEO, Mr. Lee is deemed to be interested in the 750,000,000 Shares held by Best Sheen (Mr. Lee’s interest in the Company was calculated without taking into account the convertible bond and the perpetual subordinated convertible securities convertible into an aggregate of 85,710,000 underlying Shares held by Nicegoal Limited which is indirectly wholly-owned by Mr. Lee). Ms. Lo, the wife of Mr. Lee and an executive Director, is deemed to be interested in the Shares by virtue of the SFO. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the interests in the Company in each of Mr. Lee, Best Sheen and Ms. Lo would be increased to approximately 77.51% of the total number of issued Shares and such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
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APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Repurchase Mandate. Assuming that there is no change in the issued Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate in whole or in a certain part will reduce the percentage of Shares held by the public to less than 25% of the Company’s total issued Shares. The Directors have no intention to exercise the Repurchase Mandate to such an extent as may result in the public shareholding falling below the minimum public float percentage of 25% required by the Listing Rules.
- SHARE REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
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NOTICE OF ANNUAL GENERAL MEETING
APEX ACE
APEX ACE HOLDING LIMITED
光麗科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6036)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting of Apex Ace Holding Limited 光麗科技控股有限公司* (the “Company” and the “Meeting”, respectively) will be held at Units 2-3, 1/F, Sun Cheong Industrial Building, 1 Cheung Shun Street, Kowloon, Hong Kong on Wednesday, 21 May 2025 at 11:00 a.m. for the following purposes:
-
To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2024 and the reports of the directors and independent auditor thereon.
-
(a) To re-elect Mr. Lee Bing Kwong as an executive director of the Company (the “Director(s)”).
(b) To re-elect Mr. Cheung Siu Kui as an independent non-executive Director.
(c) To re-elect Mr. Lo Yuen Kin as a non-executive Director.
(d) To re-elect Mr. Cheung Hung Kwong as an independent non-executive Director. -
To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
-
To re-appoint Graham H. Y. Chan & Co. as the independent auditor of the Company and to authorise the Board to fix its remuneration.
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To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (b) of this resolution below a general and unconditional mandate be and is hereby given to the Directors to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to purchase the issued shares of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “Commission”) and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Commission and the Stock Exchange or of any other stock exchange as amended from time to time;
- For identification purpose only
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NOTICE OF ANNUAL GENERAL MEETING
(b) the total number of Shares to be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution above shall be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company (the "AGM");
(ii) the expiration of the period within which the next AGM is required by the articles of association of the Company (the "Articles of Association") or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the "Shareholder(s)") in a general meeting."
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (b) of this resolution below, a general and unconditional mandate be and is hereby given to the Directors to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to allot, issue and deal with the additional shares in the share capital of the Company and to make or grant offers, agreements and options, which would or might require the exercise of such powers, whether during the continuance of the Relevant Period or thereafter;"
NOTICE OF ANNUAL GENERAL MEETING
(b) the aggregate number of Shares allotted, issued or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period (as hereinafter defined), otherwise than pursuant to the followings, shall not exceed 20% of the total number of Shares in issue as at the date of passing of this resolution and the said approval shall be limited accordingly:
(i) a rights issue where Shares are offered for a period fixed by the Directors to shareholders on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard, as appropriate, to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or stock exchange in Hong Kong, or in any territory applicable to the Company);
(ii) the exercise of options granted under a share option scheme;
(iii) the exercise of rights of conversion under the terms of any securities which are convertible into Shares;
(iv) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of any dividend in accordance with the Articles of Association; or
(v) any specific authority granted or to be granted by the Shareholders in general meeting; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company (the "AGM");
(ii) the expiration of the period within which the next AGM is required by the Articles of Association or any applicable laws to be held; and
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting.”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of resolutions no. 5 and 6 as set out in the notice convening the annual general meeting of the Company (the “Notice”), the general mandate granted to the Directors pursuant to resolution no. 6 set out in the Notice to exercise the powers of the Company to allot, issue and deal with the Shares be and is hereby extended by the addition thereto the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution no. 5 set out in the Notice, provided that such number in aggregate shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution.”
By order of the Board
Apex Ace Holding Limited
Lee Bing Kwong
Chairman and Chief Executive Officer
28 April 2025
Registered office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111, Cayman Islands
Principal Place of Business in the PRC:
26K, NEO Tower A
6011 Shennan Avenue
Futian District
Shenzhen, The PRC
Principal Place of Business in Hong Kong:
Units 2-3, 1/F
Sun Cheong Industrial Building
1 Cheung Shun Street, Kowloon
Hong Kong
Notes:
- All resolutions at the Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”). The results of the poll will be published on the respective websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
NOTICE OF ANNUAL GENERAL MEETING
-
Any Shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him/her/its and vote on his/her/its behalf at the Meeting. A proxy need not be a Shareholder.
-
In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were 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 in the register in respect of such Shares shall alone be entitled to vote in respect thereof.
-
In order to be valid, the form of proxy together with 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, must be deposited at the Company's branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 48 hours before the time appointed for holding the Meeting or its adjournment. Delivery of any instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
For determining the qualification of Shareholders to attend and vote at the Meeting, the register of members of the Company (the "Register of Members") will be closed from Thursday, 15 May 2025 to Wednesday 21 May 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify as Shareholders to attend and vote at the Meeting, the non-registered Shareholders must lodge all transfer documents, accompanied by the relevant share certificates with the Company's branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 14 May 2025.
-
(a) Subject to paragraph (b) below, if a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal or "extreme conditions after super typhoons" announced by the Government of Hong Kong is/are expected to be in force at any time between 8:00 a.m. and 11:00 a.m. on the date of the Meeting, the Meeting will be postponed and Shareholders will be informed of the date, time and venue of the postponed Meeting by an announcement posted on the respective websites of the Company and the Stock Exchange.
(b) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal or "extreme conditions after super typhoons" announced by the Government of Hong Kong is/are lowered or cancelled three hours before the time fixed for holding the Meeting and where conditions permit, the Meeting will be held as scheduled.
(c) The Meeting will be held as scheduled when a tropical cyclone warning signal No. 3 or below or an amber or red rainstorm warning signal is in force.
(d) After considering their own situations, Shareholders should decide on their own whether or not they would attend the Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.
As at the date of this notice, the executive Directors are Mr. Lee Bing Kwong (Chairman and Chief Executive Officer) and Ms. Lo Yuen Lai; the non-executive Director is Mr. Lo Yuen Kin; and the independent non-executive Directors are Mr. Cheung Siu Kui, Mr. Yim Kwok Man, Dr. Chow Terence and Mr. Cheung Hung Kwong.
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