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Asiaray Media Group Limited Proxy Solicitation & Information Statement 2025
50326_rns_2025-04-29_2caa5f5b-09e5-401d-823f-7dd4932c7c71.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, bank manager, solicitor, professional accountant, or other professional adviser.
If you have sold or transferred all your shares in Asiaray Media Group Limited, you should at once hand this circular and the accompanying proxy form 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 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.
Asiaray Media Group
雅仕維傳媒集團
Asiaray Media Group Limited
雅仕維傳媒集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1993)
(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
(2) RE-ELECTION OF RETIRING DIRECTORS
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Tuesday, 3 June 2025 at 11:30 a.m. is set out on pages AGM-1 to AGM-5 of this circular.
A form of proxy for the meeting is enclosed with this circular. If you do not intend to attend and vote at the meeting in person, you are requested to complete and return the enclosed form of proxy to the Company's branch share registrar in Hong Kong, 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 later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. The completion and delivery of a form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
30 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board
1. Introduction 3
2. Proposed General Mandates to Issue and Repurchase Shares 4
3. Proposed Re-election of Retiring Directors 5
4. AGM 5
5. Responsibility Statement 6
6. Recommendation 6
Appendix I — Explanatory Statement of the Repurchase Mandate I-1
Appendix II — Details of Retiring Directors II-1
Notice of Annual General Meeting AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Tuesday, 3 June 2025 at 11:30 a.m.
"Board"
the board of Director(s)
"close associates"
has the same meaning ascribed to it under the Listing Rules
"Company"
Asiaray Media Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1993)
"core connected person"
has the same meaning ascribed to it under the Listing Rules
"Director(s)"
director(s) of the Company
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong"
Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
the proposed issue mandate to be granted to the Directors at the AGM to exercise all the powers of the Company to allot, issue and otherwise deal with Shares (including any sale and transfer of treasury Shares) not exceeding 20% of the aggregate number of issued Shares (excluding treasury Shares, if any) as at the date of passing of such resolution
"Latest Practicable Date"
23 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"M&A"
the memorandum and articles of association of the Company, as amended and restated from time to time
- 1 -
- 2 -
DEFINITIONS
"PRC"
the People's Republic of China and for the purpose of this circular, excluding (except where the context requires) Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
"Repurchase Mandate"
the proposed mandate to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase Shares not exceeding 10% of the aggregate number of issued Shares (excluding treasury Shares, if any) as at the date of passing of such resolution
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of nominal value of HK$0.10 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time
"treasury Shares"
has the same meaning ascribed to it under the Listing Rules
"%"
per cent.
LETTER FROM THE BOARD
Asiaray Media Group Limited
雅仕維傳媒集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1993)
Executive Directors:
Lam Tak Hing, Vincent JP (Chairman)
Kwan Tat Cheong
Non-executive Director:
Wu Xiaopin
Independent Non-executive Directors:
Ma Andrew Chiu Cheung
Ma Ho Fai GBS JP
Mak Ka Ling
Registered office:
Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Head office and principal place of
business in Hong Kong:
16/F., Kornhill Plaza – Office Tower
1 Kornhill Road
Quarry Bay
Hong Kong
30 April 2025
To the Shareholders
Dear Sir or Madam,
(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
(2) RE-ELECTION OF RETIRING DIRECTORS
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
2. PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
At the annual general meeting of the Company held on 3 June 2024, general mandates were granted to the Directors to issue and repurchase Shares. Such mandates will lapse at the conclusion of the AGM. In order to give the Company flexibility to issue and repurchase Shares if and when appropriate, ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:
(i) to allot and issue and deal with new Shares (including any sale and transfer of treasury Shares) up to a maximum of 20% of the aggregate number of issued Shares (excluding treasury Shares, if any) as at the date of passing the resolution approving such mandate;
(ii) to repurchase Shares up to a maximum of 10% of the aggregate number of issued Shares (excluding treasury Shares, if any) as at the date of passing the resolution approving such mandate; and
(iii) subject to the passing of the aforesaid ordinary resolutions approving the Issue Mandate and the Repurchase Mandate, the general mandate to extend the Issue Mandate by adding to it the aggregate number of the Shares repurchased by the Company pursuant to the Repurchase Mandate.
An explanatory statement containing information relating to the Repurchase Mandate and as required pursuant to the Listing Rules is set out in Appendix I to this circular. This explanatory statement contains information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate at the AGM.
As at the Latest Practicable Date, the issued share capital of the Company comprised 484,910,739 Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolutions approving the Repurchase Mandate and the Issue Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate on the date of passing the resolution approving the Repurchase Mandate will be 48,491,073 Shares and the maximum number of Shares which may be issued pursuant to the Issue Mandate on the date of passing the resolution approving the Issue Mandate will be 96,982,147 Shares.
- 4 -
LETTER FROM THE BOARD
3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 16.18 of the M&A, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. As such, Mr. Kwan Tat Cheong ("Mr. Kwan") and Ms. Mak Ka Ling ("Ms. Mak") shall retire from office by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM.
The Nomination Committee has assessed and reviewed the annual written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules received from each of the independent non-executive Directors and confirmed that all the independent non-executive Directors, including Ms. Mak, remain independent. The Nomination Committee considers Ms. Mak continues to be independent and has never been involved in the daily management of the Company, nor is she in any relationships or circumstance which would interfere with the exercise of her independent judgment, and is of the opinion that she will continue to bring independent and objective perspectives to the Company's affairs given her wide spectrum of knowledge, extensive business experience and familiarity with the Company's affairs.
Biographical details of each of the retiring Directors subject to re-election at the AGM, namely Mr. Kwan and Ms. Mak are set out in Appendix II to this circular.
4. AGM
The notice of AGM is set out on pages AGM-1 to AGM-5 of this circular.
A form of proxy for the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.asiaray.com/en/home). If you do not intend to attend and vote at the AGM in person, you are requested to complete and return the form of proxy to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not later than 48 hours before the time fixed for the meeting or any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting in person at the AGM or at any adjournment thereof should you wish and, in such event, the form of proxy shall be deemed to be revoked.
Pursuant to the Listing Rules and the M&A, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the results of the poll will be published by the Company after the AGM in the manner prescribed under the Listing Rules.
LETTER FROM THE BOARD
5. 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.
6. RECOMMENDATION
The Directors are of opinion that the ordinary resolutions relating to (a) the grant of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate; and (b) the re-election of retiring Directors as set out in the notice of AGM are all in the best interests of the Company and the Shareholders and accordingly recommend the Shareholders to vote in favour of such resolutions to be proposed at the AGM.
Yours faithfully,
By order of the Board
Asiaray Media Group Limited
Lam Tak Hing, Vincent JP
Chairman
- 6 -
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
This appendix contains the particulars required by the Listing Rules to be included in an explanatory statement to enable Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Repurchase Mandate.
(1) THE REPURCHASE MANDATE
As at the Latest Practicable Date, the total number of issued Shares of the Company was 484,910,739 Shares. Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to 48,491,073 Shares, being 10% of the total number of issued Shares (excluding treasury Shares, if any).
If the Company purchases any Shares pursuant to the Repurchase Mandate, the Company may cancel the Shares repurchased and/or hold such Shares as treasury Shares, subject to market conditions and the Company's capital management needs at the relevant time of the repurchase.
(2) SOURCE OF FUNDS
Repurchases made pursuant to Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the M&A, the Listing Rules and the applicable laws of the Cayman Islands.
(3) REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to purchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that 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 consolidated financial position of the Company as at 31 December 2024, being the date to which the latest published audited financial statements of the Company have been made up) in the event that the Repurchase Mandate is exercised in full. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
- I-1 -
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
(4) SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the past twelve months were as follows:
| Month | Price per Share | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| May | 1.42 | 0.90 |
| June | 1.37 | 0.97 |
| July | 1.35 | 1.00 |
| August | 1.05 | 0.81 |
| September | 0.93 | 0.71 |
| October | 0.94 | 0.76 |
| November | 0.94 | 0.90 |
| December | 1.24 | 0.81 |
| 2025 | ||
| January | 1.07 | 0.84 |
| February | 1.04 | 0.71 |
| March | 0.84 | 0.72 |
| April (up to the Latest Practicable Date) | 0.78 | 0.70 |
(5) DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSON
None of the Directors and to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates, have any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.
No core connected person of the Company have notified the Company that they have any present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the proposed Repurchase Mandate is approved by the Shareholders.
(6) DIRECTORS' POWER
The Directors will, so far as the same may be applicable, exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
(7) TAKEOVERS CODE
If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 or 32 of the Takeovers Code.
As at the Latest Practicable Date, according to the public record, and to the best of the knowledge and belief of the Directors, Mr. Vincent Lam, the executive Director, in aggregate was beneficially interested in 293,121,500 Shares, representing approximately 60.45% of the total number of issued Shares of the Company by virtue of the SFO. In the event that the Directors exercise in full the power to buy back Shares in accordance with the Repurchase Mandate, the aforesaid shareholding of Mr. Vincent Lam would be increased to approximately 67.17% of the total number of the issued Shares of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code, however any repurchase of shares that results in the number of Shares held by the public being reduced to less than 25% of the Shares then in issue could only be implemented if the Stock Exchange agreed to waive the Listing Rules requirement regarding the public shareholding.
Save as disclosed in above, the Directors are not aware of any other consequences which may arise under Rules 26 and 32 of the Takeovers Code. The Directors do not intend to exercise the Repurchase Mandate to an extent which would, in the circumstances, trigger any potential consequences under the Takeovers Code.
(8) GENERAL
The Company has not repurchased any Shares pursuant to the repurchase mandate granted to the Directors at the annual general meeting of the Company held on 3 June 2024, whether on the Stock Exchange or otherwise, in the six months preceding the Latest Practicable Date.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.
- I-3 -
APPENDIX II
DETAILS OF RETIRING DIRECTORS
The details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:
BIOGRAPHICAL INFORMATION
Kwan Tat Cheong, aged 66
Executive Director
Mr. Kwan was appointed as an executive Director on 10 March 2022. Mr. Kwan joined the Group as the Chief Development Officer of the Group on 1 January 2022 (ceased to be the Chief Development Officer of the Group immediately upon the appointment of an executive Director becoming effective), and is responsible for the overall operation and management of the Group. He is also a director of certain subsidiaries of the Group.
Mr. Kwan holds a Master of Business Administration awarded by the School of Business and Technology of Webster University, United States of America. Prior to joining the Group, Mr. Kwan worked in the Bank of East Asia, Limited from May 1978 to October 2019. While working for the Bank of East Asia, Limited, he had been appointed as the general manager of Shenzhen, Shanghai and Guangzhou branches, executive director, chief executive and senior advisor of the Bank of East Asia (China) Limited respectively. Mr. Kwan had been appointed as a member of the Twelfth Shanghai Committee of the Chinese People's Political Consultative Conference (中國人民政治協商會議上海市第十二屆委員會) during the period from January 2013 to December 2017. Mr. Kwan was an executive director of Bonjour Holdings Limited whose shares are listed on the Stock Exchange (stock code: 653) during the period from August 2020 to December 2021.
Mr. Kwan is currently (i) a director of the Sixth Shanghai Soong Ching Ling Foundation Committee (上海宋慶齡基金會第六屆理事會); (ii) a director of the Spring Up Foundation Limited, which is a non-governmental organisation providing social services in Hong Kong; (iii) an independent director of Power Glory Battery Tech (Hubei) Co., Ltd (力佳電源科技（湖北）股份有限公司) (formerly known as Power Glory Battery Tech (Shenzhen) Co., Ltd (力佳電源科技（深圳）股份有限公司)) whose shares are listed on Beijing Stock Exchange (stock code: 835237); (iv) a director of the China Shanghai Chinese Overseas Friendship Association; (v) as the Honorary Life Chair of Greater China Financial Professionals Association; (vi) a vice-president of Metaverse Society, a Hong Kong registered non-profit making organisation under the supervision of the Doctors Think Tank Academy; and (vii) a director of Alice Lan And Vera Shen Education Fund Limited.
Other than his directorship disclosed above, Mr. Kwan has not held any other positions with the Company and other members of the Group. Save as disclosed herein, Mr. Kwan did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the Latest Practicable Date and has no relationship with any directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company.
- II-1 -
APPENDIX II
DETAILS OF RETIRING DIRECTORS
As at the Latest Practicable Date, save as disclosed below, Mr. Kwan did not have any other interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO.
Interest in the shares of the Company
| Nature of interest | Number of ordinary shares |
|---|---|
| Beneficial owner | 665,868 |
Mr. Kwan entered into a service agreement with the Company for a term of one year commencing on 10 March 2025 unless and until terminated by either party by serving not less than three-months' written notice. He is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the M&A. He is entitled to a remuneration of HK$2,000,000 per annum (HK$500,000 of which shall be subject to the condition that his appointment is not terminated (including resignation) prior to the term of his employment and may be paid by way of Shares in lieu of cash) and such other fringe benefit as the Board shall in its discretion deem appropriate. The remuneration of Mr. Kwan has been reviewed by the Remuneration Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Kwan with the Company. Mr. Kwan's remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.
Save as disclosed above, Mr. Kwan confirmed that there are no other matter relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
- II-2 -
APPENDIX II
DETAILS OF RETIRING DIRECTORS
Mak Ka Ling, aged 55
Independent Non-executive Director
Ms. Mak was appointed as an independent non-executive Director on 5 May 2017. She is also a member of each of the Audit Committee, Nomination Committee and Remuneration Committee of the Company.
Ms. Mak has over 24 years of experience in human resources and organisation effectiveness consulting. She had worked at Korn Ferry Hay Group ("Hay Group"), which is the global people and organisational advisory division of Korn Ferry International, a company listed on the New York Stock Exchange (NYSE: KFY), for 15 years. Ms. Mak was an associate director and an associate client partner of Hay Group from December 2014 to May 2016 and May 2016 to April 2017, respectively. During her tenure at Hay Group, she advised boards on market best practices on human capital related issues; and worked with organisations to help clarify strategy priorities, develop people and organisation transformation solutions and consulted on human resources implementation plans to support organisation changes.
Ms. Mak started her career as an executive management trainee of Jardine, Matheson & Co., Limited (the "Jardine Matheson"), a subsidiary of Jardine Matheson Holdings Limited listed on the Singapore Stock Exchange (SGX: J36), in September 1993. During her employment with Jardine Matheson until February 2002, Ms. Mak held various managerial positions, including working as a business unit head at the subsidiaries of Jardine Matheson as well as a human resources management leader in the head office of Jardine Matheson.
Ms. Mak obtained a Bachelor of Science (Joint Honours) degree in Computer Science and Accounting from the University of Manchester in July 1992, a Master of Business Administration degree from the business school of Imperial College, University of London in November 1993. She is an associate member of The Hong Kong Institute of Directors.
Other than her directorship disclosed above, Ms. Mak has not held any other positions with the Company and other members of the Group. Save as disclosed herein, Ms. Mak did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the Latest Practicable Date and has no relationship with any directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company.
As at the Latest Practicable Date, Ms. Mak did not have any interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO.
- II-3 -
APPENDIX II
DETAILS OF RETIRING DIRECTORS
Ms. Mak entered into a letter of appointment with the Company without a specific term unless and until terminated by either party by serving not less than three-months' written notice. She is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the M&A. Ms. Mak is entitled to a remuneration of HK$304,000 per annum and such other fringe benefit as the Board shall in its discretion deem appropriate. The remuneration of Ms. Mak has been reviewed by the Remuneration Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Ms. Mak with the Company. Ms. Mak's remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.
Save as disclosed above, Ms. Mak confirmed that there are no other matter relating to her re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
- II-4 -
NOTICE OF ANNUAL GENERAL MEETING
Asiaray Media Group
雅仕維傳媒集團
Asiaray Media Group Limited
雅仕維傳媒集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1993)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Asiaray Media Group Limited (the "Company") will be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Tuesday, 3 June 2025 at 11:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive and consider the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2024;
- (a) To re-elect Mr. Kwan Tat Cheong as an executive director of the Company; and
(b) To re-elect Ms. Mak Ka Ling as an independent non-executive director of the Company; - To authorise the board of directors of the Company to fix the remuneration of the directors of the Company;
- To re-appoint PricewaterhouseCoopers as the independent auditor of the Company and to authorise the board of directors of the Company to fix their remuneration;
- To consider and, if thought fit, pass with or without alterations, the following resolution as an ordinary resolution:
"THAT
(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (including any sale and transfer of treasury Shares) or securities convertible into shares of the Company, or options, warrants or similar rights to subscribe for shares of the Company or such convertible securities, and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
- AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under any option scheme or similar arrangement for the time being adopted by the Company and/or any of its subsidiaries for the grant or issue to eligible participants thereunder or rights to acquire shares in the capital of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the memorandum and articles of association of the Company in force from time to time, shall not exceed 20% of the aggregate number of the issued shares of the Company (excluding treasury Shares, if any) as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier 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 memorandum and articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
(iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meetings.
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means the allotment, issue or grant of shares or securities convertible into shares of the Company pursuant to an offer of shares of the Company open for a period fixed by the directors of the Company to the holders of shares or of such securities or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or of such securities or any class thereof as at that date (subject to such exclusions or other arrangements as the directors of the Company 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 applicable to the Company).
- To consider and, if thought fit, pass with or without alterations, the following resolution as an ordinary resolution:
"THAT
(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its 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 and the Stock Exchange for this purpose, and, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
(b) the total number of shares of the Company to be repurchased pursuant to the approval in paragraph (a) above of this resolution during the Relevant Period shall not exceed 10% of the total number of the issued shares of the Company (excluding treasury Shares, if any) as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earlier 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 memorandum and articles of association of the Company or any applicable laws to be held; or
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
(iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meetings."
- To consider and, if thought fit, pass with or without alterations, the following resolution as an ordinary resolution:
"THAT conditional upon the ordinary resolutions set out in paragraphs (5) and (6) above being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with shares of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers pursuant to the ordinary resolution set out in paragraph (5) above be and is hereby extended by the total number of shares of the Company repurchased by the Company since the granting of a general mandate to the directors of the Company to exercise the powers of the Company to repurchase such shares pursuant to the ordinary resolution set out in paragraph (6) above, provided that such number shall not exceed 10% of the aggregate number of issued shares of the Company (excluding treasury Shares, if any) as at the date of the passing of this resolution."
By order of the Board
Asiaray Media Group Limited
Lam Tak Hing, Vincent JP
Chairman
Hong Kong, 30 April 2025
Principal place of business in Hong Kong:
16/F., Kornhill Plaza – Office Tower
1 Kornhill Road
Quarry Bay
Hong Kong
Notes:
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A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxy(ies) (if he/she/it is the holder of two or more shares) to attend and on a poll, vote instead of him/her at the AGM that the appointment shall specify the number and class of shares in respect of which such proxy is so appointed. A proxy need not be a member of the Company.
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In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of authority, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
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AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
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Completion and return of the form of proxy will not preclude members of the Company from attending and voting in person at the AGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
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Where there are joint registered holders of any shares, any one of such joint holders may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the AGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.
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For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 29 May 2025 to Tuesday, 3 June 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 28 May 2025.
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If Typhoon Signal No.8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force any time after 7:30 a.m. on the date of the AGM, then the AGM will be postponed. The Company will post an announcement on the Company's website (https://www.asiaray.com/en/home) and the Stock Exchange's website (http://www.hkexnews.hk) to notify shareholders of the Company of the date, time and place of the rescheduled AGM.
The AGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders of the Company should decide on their own whether they would attend the AGM under bad weather condition bearing in mind their own situations.
- AGM-5 -