AI assistant
Atlinks Group Limited — Proxy Solicitation & Information Statement 2025
Mar 20, 2025
51235_rns_2025-03-20_88c5e3e2-6d85-46c3-ba44-ef96b4783de2.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Atlinks Group Limited (the "Company"), you should at once hand this circular and form of proxy enclosed herein to the purchaser or transferee or to the bank, stockbroker 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 (the "Stock Exchange") 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.
ATLINKS GROUP LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8043)
PROPOSALS FOR
(1) ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF DIRECTORS AND AUDITOR
(2) RE-ELECTION OF RETIRING DIRECTORS
(3) RE-APPOINTMENT OF AUDITOR
(4) GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND EXTENSION MANDATE
AND
(5) NOTICE OF ANNUAL GENERAL MEETING
This circular, for which the directors (the "Directors") of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
A notice convening the annual general meeting of the Company (the "AGM") to be held at Excellent Global Business Ltd, Suite 2602-03, 26/F, BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong on Friday, 9 May 2025 at 2:30 p.m. is set out on pages AGM-1 to AGM-6 of this circular.
A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.
This circular, together with a form of proxy will remain on the Stock Exchange's website at www.hkexnews.hk on the "Latest Listed Company Information" page for at least seven days from its date of publication and on the Company's website at www.atlinks.com.
20 March 2025
CHARACTERISTICS OF GEM
CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
Introduction 4
Adoption of the Audited Consolidated Financial Statements and the Reports of the Directors and the Auditor for the year ended 31 December 2024 5
Re-election of retiring Directors 5
Re-appointment of Auditor. 6
General Mandates to Issue Securities and Repurchase Shares 6
Extension of the Issue Mandate 7
AGM and Proxy Arrangement 8
Voting at the AGM. 8
Recommendation 9
Closure of Register of Members. 9
Responsibility of the Directors 9
General Information 9
APPENDIX I - DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION I-1
APPENDIX II - EXPLANATORY STATEMENT II-1
NOTICE OF ANNUAL GENERAL MEETING AGM-1
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"2024 Annual Report"
the annual report of the Company for the financial year ended 31 December 2024
"AGM"
the annual general meeting of the Company to be held at Excellent Global Business Ltd, Suite 2602-03, 26/F, BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong on Friday, 9 May 2025 at 2:30 p.m. for the purpose of considering and, if thought fit, approving the resolutions proposed in the AGM Notice, including any adjournment thereof
"AGM Notice"
the notice dated 20 March 2025 for convening the AGM set out on pages AGM-1 to AGM-6 of this circular
"Articles"
the articles of association of the Company as amended from time to time
"associates" or "close associate(s)"
has the meaning ascribed to it under the GEM Listing Rules
"Board"
the board of Directors (including independent non-executive Directors)
"CCASS"
The central clearing and settlement system established and operated by Hong Kong Securities Clearing Company Limited
"Companies Law"
the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"Company"
Atlinks Group Limited, a company incorporated in the Cayman Islands as an exempted company with limited liability, the Shares of which are listed on GEM (stock code: 8043)
"core connected person(s)"
has the meaning ascribed to it under the GEM Listing Rules
"Director(s)"
the director(s) of the Company
- 1 -
DEFINITIONS
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate
"Euro" or "€" or "EUR"
the lawful currency of the member states of the European Union
"GEM"
the GEM of the Stock Exchange
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM, as amended, supplemented and otherwise modified from time to time
"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
"Issue Mandate"
the general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and otherwise deal with unissued Shares (including any sale or transfer of treasury shares held by the Company in treasury) not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the relevant resolution for approving such general mandate
"Latest Practicable Date"
14 March 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"PRC"
the People's Republic of China, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Repurchase Mandate"
the general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing the relevant resolution at the AGM
- 2 -
DEFINITIONS
"Rule Amendments" the amendments to the Listing Rules pursuant to the "Consultation Conclusions on Proposed Amendments to Listing Rules Relating to Treasury Shares" published by the Stock Exchange on 12 April 2024, which came into effect on 11 June 2024
"SFO" the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)" ordinary share(s) of nominal value of HK$0.01 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 Codes on Takeovers and Mergers and Share Buy-backs, as amended, supplemented, or otherwise modified from time to time
"treasury shares" has the meaning ascribed to it under the GEM Listing Rules
"%" per cent
- 3 -
LETTER FROM THE BOARD
ATLINKS GROUP LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8043)
Executive Directors:
Mr. Tong Chi Hoi
Mr. Jean-Alexis René Robert Duc
Mr. Long Shing
Non-executive Directors:
Mr. Long Hak Kan (Chairman)
Mr. Didier Paul Henri Goujard
Independent non-executive Directors:
Ms. Lam Lai Ting Maria Goretti
Ms. Chan Cheuk Man Vivian
Ms. Lee Kit Ying Catherine
Registered office:
Windward 3, Regatta Office Park
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands
Head office and principal place of
business in Hong Kong:
Unit 1818, 18/F,
Nan Fung Commercial Centre,
19 Lam Lok Street,
Kowloon Bay,
Hong Kong
20 March 2025
To the Shareholders,
Dear Sir or Madam,
PROPOSALS FOR
(1) ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF DIRECTORS AND AUDITOR
(2) RE-ELECTION OF RETIRING DIRECTORS
(3) RE-APPOINTMENT OF AUDITOR
(4) GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND EXTENSION MANDATE
AND
(5) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide shareholders with information regarding the notice of AGM and resolutions to be proposed at the AGM relating to, among other things, (i) the re-election of retiring Directors; (ii) the re-appointment of the Auditors; (iii) the granting of the Issue Mandate and the Repurchase Mandate; and (iv) the extension of the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate, and to give you the AGM Notice.
LETTER FROM THE BOARD
ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2024
The audited consolidated financial statements of the Company for the year ended 31 December 2024 together with the reports of the Directors and the auditor, are set out in the 2024 Annual Report which will be sent to the Shareholders on 20 March 2025. The 2024 Annual Report may then be viewed and downloaded from the Company's website (www.atlinks.com) and the Hong Kong Exchanges and Clearing Limited's website (www.hkexnews.hk). The audited consolidated financial statements have been reviewed by the audit committee of the Company.
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board consists of eight (8) Directors, namely Mr. Tong Chi Hoi, Mr. Jean-Alexis René Robert Duc, Mr. Long Shing, Mr. Long Hak Kan, Mr. Didier Paul Henri Goujard, Ms. Lam Lai Ting Maria Goretti, Ms. Chan Cheuk Man Vivian and Ms. Lee Kit Ying Catherine.
Pursuant to Article 108 of the Articles, 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 each Director (including those appointed for a specific term) will be subject to retirement by rotation at least once every three (3) years at the annual general meeting. The Directors to retire in every year shall be, so far as necessary to obtain the number required, any Director who has not been subject to retirement by rotation in the three years preceding the AGM, and any further Directors so to retire shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election. Pursuant to Article 112 of the Articles, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election.
Accordingly, Mr. Didier Paul Henri Goujard, Ms. Lam Lai Ting Maria Goretti and Ms. Chan Cheuk Man Vivian shall retire from office by rotation and, being eligible, offer themselves for re-election at the AGM.
Article 113 of the Articles provides that no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company during the period commencing no earlier than the day after the despatch of the notice of the general meeting appointed for such election and ending no later than seven (7) days prior to the date of such general meeting.
LETTER FROM THE BOARD
Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, he should serve a notice in writing of his intention to propose such a person for election as a Director at the head office of the Company at Unit 1818, 18/F, Nan Fung Commercial Centre, 19 Lam Lok Street, Kowloon Bay, Hong Kong (the “Head Office”) on or before 2 May 2025. Moreover, a notice in writing by the proposed director confirming his willingness to be elected as a director must also be validly served at the Head Office on or before 2 May 2025.
Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting.
Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.
RE-APPOINTMENT OF AUDITOR
KPMG will retire as the external auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.
The Board, upon the recommendation of the audit committee of the Company, proposed to re-appoint KPMG as the external auditor of the Company until the conclusion of the next annual general meeting of the Company.
GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES
Issue Mandate
The Directors have been granted a general unconditional mandate to allot, issue and deal with Shares at the previous annual general meeting held on 10 May 2024. The Issue Mandate would expire: (a) at the conclusion of the next annual general meeting of the Company; (b) at the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the Companies Law or any other applicable law of the Cayman Islands to be held; or (c) when revoked, varied or renewed by an ordinary resolution of Shareholders in general meeting, whichever is the earliest.
As at the Latest Practicable Date, the existing issue mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to allot, issue and deal with new Shares (including any sale or transfer of treasury shares held by the Company in treasury) with the aggregate nominal value not exceeding 20% of the issued share capital of the Company (excluding any treasury shares) on the date of passing the relevant resolution.
LETTER FROM THE BOARD
As at the Latest Practicable Date, a total of 400,000,000 shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Issue Mandate to issue (or transfer out of treasury) a maximum of 80,000,000 new Shares.
Repurchase Mandate
The Directors have been granted a general unconditional mandate to exercise the power of the Company to repurchase Shares at the previous annual general meeting held on 10 May 2024. The Repurchase Mandate would expire: (a) at the conclusion of the next annual general meeting of the Company; (b) at the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the Companies Law or any other applicable law of the Cayman Islands to be held; or (c) when revoked, varied or renewed by an ordinary resolution of Shareholders in general meeting, whichever is the earliest.
As at the Latest Practicable Date, the existing repurchase mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general mandate to exercise all the powers of the Company to purchase or repurchase Shares with the aggregate nominal value not exceeding 10% of the aggregate nominal value of the issued share capital of the Company (excluding any treasury shares) on the date of passing the relevant resolution.
The Company had in issue an aggregate of 400,000,000 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolutions for the approval of the Repurchase Mandate and in accordance with the terms therein, the Company would be allowed to repurchase a maximum of 40,000,000 Shares, on the basis that no further Shares will be issued or repurchased by the Company between the Latest Practicable Date to the date of the AGM.
An explanatory statement giving the particulars required under Rule 13.08 of the GEM Listing Rules in respect of the Repurchase Mandate to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision whether to vote for or against the resolution is set out Appendix II to this circular.
EXTENSION OF THE ISSUE MANDATE
In addition, subject to the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to authorise the Directors to extend the Issue Mandate to allot and issue Shares by an amount of shares representing the aggregate nominal value of shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing the resolution for approving the Repurchase Mandate.
LETTER FROM THE BOARD
The Board notes that pursuant to the Rule Amendments, effective from 11 June 2024, the Listing Rules have been amended 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. If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the repurchase Shares and/or (ii) hold such Shares in treasury, subject to the market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to resolution no. 5(A) of the notice of the AGM and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
AGM AND PROXY ARRANGEMENT
The notice convening AGM to be held at Excellent Global Business Ltd, Suite 2602-03, 26/F, BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong on Friday, 9 May 2025 at 2:30 p.m. is set out on pages AGM-1 to AGM-6 of this circular. A copy of the 2024 Annual Report is despatched to the Shareholders together with this circular. Ordinary resolutions in respect of, inter alia, (i) the adoption of audited consolidated financial statements and the reports of the Directors and the auditor for the year ended 31 December 2024; (ii) re-election of the retiring Directors; (iii) the re-appointment of auditor; and (iv) the granting of the Issue Mandate, Repurchase Mandate and the Extension Mandate will be proposed at the AGM.
A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof (as the case may be) if they so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.
VOTING AT THE AGM
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting of the Company 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. The resolutions to be proposed at the AGM do not relate purely to a procedural or administrative matter. Accordingly, all resolutions set out in the AGM Notice shall be put to vote by way of poll at the AGM. An announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
LETTER FROM THE BOARD
Treasury shares, if any, shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the GEM Listing Rules, the Company shall procure, upon depositing any treasury shares in CCASS, the abstention from voting at any of its general meeting(s) in relation to those shares.
RECOMMENDATIONS
The Directors believe that the re-election of Directors, the re-appointment of the auditor and the proposed granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of all resolutions to be proposed at the AGM as set out in the AGM Notice.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company for the AGM will be closed from Tuesday, 6 May 2025 to Friday, 9 May 2025, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 2 May 2025.
RESPONSIBILITY OF THE DIRECTORS
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.
Yours faithfully,
By order of the Board
Atlinks Group Limited
Long Hak Kan
Chairman and Non-executive Director
APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The biographical details of the Directors proposed to be re-elected at the forthcoming AGM are set out as follows:
NON-EXECUTIVE DIRECTOR
Mr. Didier Paul Henri Goujard (“Mr. Goujard”), aged 75, is a non-executive Director of the Company. Mr. Goujard was appointed as chief executive officer, executive Director and chairman of the risk management committee of the company on 21 December 2017. Mr. Goujard was redesignated as non-executive Director and resigned as chief executive officer and chairman of the risk management committee to 28 June 2019. Mr. Goujard obtained a DIPLOME d’INGENIEUR (SPÉCIALITÉ: ELECTRONIQUE) (Diploma in Engineering (specialty: Electronics)) from Conservatoire National des Arts et Métiers in June 1977. Mr. Goujard has over 30 years experience in the telecommunications industry. Prior to joining the Group, Mr. Goujard worked as a manager in Alcatel S.A., a French global telecommunications equipment company from April 1981 to September 1999. He then joined Thomson Alcatel RC, a joint venture specialized in telecommunications equipment products as operations manager from October 1999 to January 2000. From February 2000 to February 2006, Mr. Goujard was the general manager of Atlinks Hong Kong Limited, which was renamed to Thomson Asia Limited from March 2006 to February 2011. From March 2006 to July 2008, Mr. Goujard was the general manager of Thomson Asia Limited (currently known as Technicolor Asia Limited, a technological company in the media and entertainment industry). From August 2008 to December 2009, Mr. Goujard worked as market development EMEA (Europe, Middle East and Africa regions) director in Thomson Telecom SA. He then worked as managing director in Atlinks Group and as chief executive officer in Atlinks Europe, which was engaged in designing home and office telecommunications products, from January 2010 to January 2013.
Save as disclosed above, Mr. Goujard does not hold any positions with the Company or other members of the Group. He does not hold any other directorships in other public listed companies in the last three years, does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.
Further, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Goujard which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Ms. Lam Lai Ting Maria Goretti (“Ms. Lam”), aged 54, was appointed as our independent non-executive Director on 21 December 2017. Ms. Lam is responsible for providing independent judgment and advises on the issue of strategy, performance, resources and standard of conduct of the Group, and reviewing the financial information of the Group on a regular basis. Ms. Lam obtained her Bachelor Degree of Economics from the University of Sydney in June 1993. She was admitted as a member of CPA Australia in April 1993 and was admitted to full membership of CPA Australia in May 1996. She was also admitted as a fellow of the Hong Kong Institute of Certified Public Accountants in January 2010. She is currently an authorised supervisor of the Hong Kong Institute of
APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Certified Public Accountants. Ms. Lam worked as a staff accountant and a senior auditor in Arthur Andersen & Co from December 1992 to January 1996. She worked for United International Holdings Inc., a company that specialises in acquisitions and development of worldwide cable TV operations (currently known as UnitedGlobalCom) as a business development manager from February 1996 to October 1997. From June 1998 to April 1999 she worked as the regional strategic business development manager in American International Companies, Hong Kong. Ms. Lam then joined New World Telecommunications Limited with last position as the senior manager in business development department from August 1999 to March 2003.
Ms. Lam was also a director of the following companies:
| Name of Organisation | Principal business activity | Position | Period of Service |
|---|---|---|---|
| Crestar Limited | Business consulting & outsourcing service | Director | 2003 to present |
| Fukada Group Limited | Energy saving business | Director | 2012 to present |
| G-ajia Limited | Contracting works with listed building management | Director | 2012 to present |
Save as disclosed above, Ms. Lam does not hold any positions with the Company or other members of the Group. She does not hold any other directorships in other public listed companies in the last three years, does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.
Further, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Ms. Lam which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.
Ms. Chan Cheuk Man Vivian ("Ms. Chan"), aged 41, was appointed as our independent non-executive Director on 21 December 2017. Ms. Chan is responsible for providing independent judgment and advises on the issue of strategy, performance, resources and standard of conduct of the Group, and reviewing the financial information of the Group on a regular basis. Ms. Chan obtained her Bachelor of Laws degree and Bachelor of Commerce in Finance degree from The University of New South Wales in May 2006. She had also obtained her Graduate Diploma in Legal Practice from The College of Law in Australia in August 2006. In June 2007, she obtained the Postgraduate Certificate in Laws from The University of Hong Kong. Ms. Chan was admitted as a lawyer of the Supreme Court of New South Wales in August 2006 and a solicitor of the High Court of Hong Kong in December 2009. Ms. Chan was employed as an assistant solicitor in William W.L. Fan & Co from November 2009 to November 2013. Ms. Chan was then promoted as partner at William W.L. Fan & Co in December 2013 and was a partner of the firm until June 2015 and rejoined as Consultant in 2023. Since September 2015, Ms. Chan has been the principal of Vivian Chan Law Office.
- I-2 -
APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Ms. Chan served as a Legal Consultant of the Registered Specialist Trade Contractors Federation since March 2020 and has been a part-time (non-clinical) Lecturer of the Department of Professional Legal Education of the University of Hong Kong since 2015.
Save as disclosed above, Ms. Chan does not hold any positions with the Company or other members of the Group. She does not hold any other directorships in other public listed companies in the last three years, does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.
Further, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Ms. Chan which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.
- I-3 -
APPENDIX II
EXPLANATORY STATEMENT
This Appendix contains the particulars pursuant to Rule 13.08 and other provisions of the GEM Listing Rules to be included in an explanatory statement to enable the 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 granting of the Repurchase Mandate.
GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The GEM Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on GEM or on any other stock exchange on which securities of the company are listed and such exchange is recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
SHARE CAPITAL
As at the Latest Practicable Date, the total number of Shares in issue was 400,000,000 Shares. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares. Subject to the passing of the resolution for approving the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to repurchase a maximum of 40,000,000 Shares, representing 10% of the issued Shares as at the date of AGM.
Pursuant to the Rule Amendments, the Company may cancel Shares repurchased or hold Shares repurchased as treasury shares, subject to market conditions and the capital management needs of the Group at the relevant time of the repurchase(s).
For the treasury shares to be deposited with CCASS pending resale on the Stock Exchange, the Company shall:
(i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury shares deposited with CCASS;
(ii) in the case of dividends or distributions, 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; and
(iii) take any other appropriate measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
- II-1 -
APPENDIX II
EXPLANATORY STATEMENT
REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange. The Company may cancel repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases. Shares repurchased for cancellation may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Shares and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market price to raise funds for the Company, or used for other purposes, subject to the compliance with the GEM Listing Rules, the Articles of Association of the Company, and the laws of the Cayman Islands.
The Directors would exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole and in circumstances where they consider that the Shares can be repurchased on the terms favourable to the Company. On the basis of 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 were made up, if the general mandate to repurchase Shares was to be exercised in full at any time during the proposed repurchase period, it may have an adverse impact on the working capital and gearing level of the Company.
The Directors do not propose to exercise the Repurchase Mandate to repurchase Shares to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company as compared with the position disclosed in the latest published audited financial statements of the Company or the gearing level which, in the opinion of the Directors, are from time to time appropriate for the Company.
FUNDING OF REPURCHASES
Repurchases to be made pursuant to the Repurchase Mandate would be financed out of funds which are legally available for such purpose in accordance with the Company's memorandum of association, the Articles, the GEM Listing Rules, Companies Law and any other applicable laws, as the case may be. Such funds include, but are not limited to, profits available for distribution.
IMPACT ON WORKING CAPITAL OR GEARING POSITION
An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2024, being the date of its latest published audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.
APPENDIX II
EXPLANATORY STATEMENT
TAKEOVERS CODE AND EFFECT OF THE EXERCISING THE REPURCHASE MANDATE
Upon the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interests in the voting rights of the Company increases, and 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 group of Shareholders acting in concert (within the meaning under the Takeovers Code) could obtain or consolidate control of the Company and, depending on the level of increase of the Shareholders' interests, may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any such consequence which may arise under the Takeovers Code if the Repurchase Mandate is exercised. As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following persons were directly or indirectly interested in 10% or more of the nominal value of the issued Shares that carry a right to vote in all circumstances at general meetings of the Company:
| Name of Shareholders | Number of Shares held | Approximate % of the issued share capital | Notes | Approximate % of the issued share capital should the Share Repurchase Mandate be exercised in full |
|---|---|---|---|---|
| Eiffel Global Limited (“Eiffel Global”) | 300,000,000 (L) | 75.00 | 1 | 83.33 |
| Talent Ocean Holdings Limited (“TOHL”) | 300,000,000 (L) | 75.00 | 2 | 83.33 |
| Ms. Chu Lam Fong (“Ms. Chu”) | 300,000,000 (L) | 75.00 | 2 | 83.33 |
| Mr. Tong Chi Hoi (“Mr. Tong”) | 300,000,000 (L) | 75.00 | 2 | 83.33 |
| Mr. Long Hak Kan (“Mr. Long”) | 300,000,000 (L) | 75.00 | 3 | 83.33 |
| Ms. Ng Ching Yi Doris (“Ms. Ng”) | 300,000,000 (L) | 75.00 | 4 | 83.33 |
(L) denotes long position.
Notes:
- Eiffel Global is owned as to 75% by TOHL, 11.83% by Argento Investments Limited, 9.67% by Mr. Jean-Alexis René Robert Duc, and 3.5% by Ms. Ho Dora (a former executive Director of the Company) respectively.
- TOHL is deemed or taken to be interested in all the Shares which are beneficially owned by Eiffel Global under the SFO. TOHL is owned as to 51% by Ms. Chu and 49% by Mr. Tong.
- Mr. Long is the spouse of Ms. Chu and he is deemed or taken to be interested in all the Shares which are beneficially owned by Ms. Chu under the SFO.
- Ms. Ng is the spouse of Mr. Tong and she is deemed or taken to be interested in all the Shares which are beneficially owned by Mr. Tong under the SFO.
As at the Latest Practicable Date, TOHL is beneficially interested in 300,000,000 Shares representing approximately 75% of the issued share capital of the Company respectively.
APPENDIX II
EXPLANATORY STATEMENT
Based on such interests in the Shares and in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate and assuming that there is no change in the issued share capital of the Company and the number of Shares held by TOHL remains unchanged, the interests of TOHL will be increased to approximately 83.33% of the total issued share capital of the Company respectively. Such increase will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.
Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase and no disposal by any of the controlling Shareholders of their interests in the Shares, an exercise of Repurchase Mandate may result in less than 25% of the Shares being held by the public. In any event, unless otherwise approved by the Stock Exchange, the Directors will refrain from exercising the power conferred by the Repurchase Mandate to an extent as may result in a public shareholding of less than 25%, being the relevant minimum prescribed percentage as required by the Stock Exchange.
PRICE OF THE SHARES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange since 1 March 2024 and up to the Latest Practicable Date were as follows:
| Shares Price | ||
|---|---|---|
| Highest (HK$) | Lowest (HK$) | |
| 2024 | ||
| March | 0.560 | 0.250 |
| April | 0.285 | 0.188 |
| May | 0.187 | 0.173 |
| June | 0.189 | 0.180 |
| July | 0.185 | 0.166 |
| August | 0.172 | 0.144 |
| September | 0.162 | 0.135 |
| October | 0.136 | 0.118 |
| November | 0.147 | 0.123 |
| December | 0.138 | 0.120 |
| 2025 | ||
| January | 0.144 | 0.136 |
| February | 0.147 | 0.134 |
| March (up to the Latest Practicable Date) | 0.128 | 0.121 |
REPURCHASE OF SHARES MADE BY THE COMPANY
No repurchase of Share has been made by the Company during the last 12 months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
APPENDIX II
EXPLANATORY STATEMENT
DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
As at the Latest Practicable Date, none of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their respective close associates (as defined in the GEM Listing Rules) have any present intention to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, no core connected persons (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any of his/her/its Shares to the Company or its subsidiaries, or have undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
DIRECTORS' UNDERTAKING
The Directors will exercise the Repurchase Mandate to repurchase any Shares in accordance with the GEM Listing Rules, the applicable laws of the Cayman Islands and the Articles. The Company confirms that the explanatory statement set out in this Appendix II contains the information required under Rule 13.08 of the GEM Listing Rules and that neither the explanatory statement nor the Repurchase Mandate has any unusual features.
- II-5 -
NOTICE OF ANNUAL GENERAL MEETING
ATLINKS GROUP LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8043)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Atlinks Group Limited (the “Company”) will be held at Excellent Global Business Ltd, Suite 2602-03, 26/F, BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong on Friday, 9 May 2025 at 2:30 p.m., for the following purposes:
ORDINARY RESOLUTIONS
-
To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (“Directors”) and the independent auditor of the Company (“Auditor”) for the year ended 31 December 2024.
-
(a) To re-elect Mr. Didier Paul Henri Goujard as a non-executive Director;
(b) To re-elect Ms. Lam Lai Ting Maria Goretti as an independent non-executive Director;
(c) To re-elect Ms. Chan Cheuk Man Vivian as an independent non-executive Director;
-
To authorise the board of Directors to fix the Directors’ remunerations;
-
To re-appoint KPMG as the Auditor of the Company and to authorise the board of Directors to fix their remuneration; and
-
To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
(A) “THAT
(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company (including any sale or transfer of treasury shares out of treasury) (“Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of securities on GEM
- AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
of the Stock Exchange of Hong Kong Limited (the "Stock Exchange") (as amended from time to time) (the "GEM Listing Rules") be and is hereby generally and unconditionally approved;
(b) the approval given in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as defined in paragraph (e) below) to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers during or after the end of the Relevant Period (as defined in paragraph (e) below);
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given in paragraph (a) and (b) of this resolution, otherwise than pursuant to:
(i) a Rights Issue (as defined in paragraph (e) below);
(ii) the exercise of the rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into Shares;
(iii) the exercise of any options granted under any Share option scheme or similar arrangement for the time being adopted for the grant or issue to the employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; and
(iv) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on the Shares pursuant to the articles of association of the Company from time to time; shall not exceed 20% of the aggregate nominal amount of the share capital of the Company (excluding treasury shares) in issue at the date of the passing of this resolution and the said approval shall be limited accordingly;
(d) subject to the passing of each of the paragraphs (a), (b) and (c) of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(e) 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 articles of association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares or offer or issue of warrants or options or other securities giving rights to subscribe for the Shares of the Company open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares at that date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
(B) “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase or repurchase Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of the Shares which may be repurchased by the Company pursuant to paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company (excluding treasury shares) in issue at the date of the passing of this resolution, and the approval granted under paragraph (a) of this resolution shall be limited accordingly;
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
(c) subject to the passing of each of the paragraphs (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; 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 articles of association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
(C) “THAT conditional upon the passing of resolution Nos. 5(A) and 5(B) as set out in the notice convening the AGM, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional securities of the Company pursuant to resolution No. 5(A) above as set out in the notice convening the AGM be and is hereby extended by the addition thereto an amount of Shares representing the aggregate nominal amount of the Shares purchased or repurchased by the Company under the authority granted pursuant to resolution No. 5(B) as set out in the notice convening the AGM, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company (excluding treasury shares) in issue at the date of the passing of this resolution.”
By order of the Board
Atlinks Group Limited
Mr. Long Hak Kan
Chairman and Non-executive Director
Hong Kong, 20 March 2025
Registered office:
Windward 3, Regatta Office Park
P.O. Box 1350
Grand Cayman, KY1-1108
Cayman Islands
Head office and principal place of business in Hong Kong:
Unit 1818, 18/F,
Nan Fung Commercial Centre,
19 Lam Lok Street,
Kowloon Bay,
Kowloon
Hong Kong
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
All resolutions set out in this notice of the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “GEM Listing Rules”) and the results of the poll will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.atlinks.com in accordance with the GEM Listing Rules.
-
A member of the Company entitled to attend and vote at the AGM will be entitled to appoint one or more proxies to attend and, on a poll, vote on his/her/its behalf. A proxy need not be a member of the Company. A member may appoint a proxy in respect of only part of his/her/its holding of shares in the Company.
-
A form of proxy in respect of the AGM is enclosed. Whether or not you intend to attend the AGM in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the AGM and voting in person at the AGM or any adjournment thereof (as the case may be) if you so wish. In the event that you attend the AGM after having lodged the form of proxy, it will be deemed to have been revoked.
-
To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be).
-
Where there are joint registered holders of any Share, any one of such persons may vote at the AGM or any adjournment thereof (as the case may be), either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint registered holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
-
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 6 May 2025 to Friday, 9 May 2025 (both dates inclusive), during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 2 May 2025.
-
In relation to Resolution no. 4 above, the board of Directors concur with the views of the audit committee of the board of Directors and has recommended that KPMG be re-appointed as the Auditor.
-
In respect of Resolution no. 5(A) above, the Directors wish to state that they have no immediate plans to issue any new securities of the Company under this mandate. Approval is being sought from members as a general mandate, in compliance with the Companies Ordinance and the GEM Listing Rules, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any securities of the Company up to 20% of the issued share capital of the Company at the date of the passing of the resolution.
-
The general purpose of the authority to be conferred on the Directors by Resolution no. 5(B) above is to increase flexibility and to provide discretion to the Directors in the event that it becomes desirable to repurchase Shares representing up to a maximum of 10% of the issued share capital of the Company at the date of the passing of the resolution on the Stock Exchange.
-
Members of the Company or their proxies shall produce documents of their proof of identity when attending the AGM.
-
If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the AGM, the meeting will be postponed. The Company will post an announcement on the website of the Company at www.atlinks.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.
-
AGM-5 -
NOTICE OF ANNUAL GENERAL MEETING
As at the date of this notice, the executive Directors are Mr. TONG Chi Hoi, Mr. Jean-Alexis René Robert DUC and Mr. LONG Shing; the non-executive Directors are Mr. LONG Hak Kan and Mr. Didier Paul Henri GOUJARD; and the independent non-executive Directors are Ms. LAM Lai Ting Maria Goretti, Ms. CHAN Cheuk Man Vivian and Ms. LEE Kit Ying Catherine.
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.
This notice will remain on the Stock Exchange's website at www.hkexnews.hk on the "Latest Listed Company Information" page for at least 7 days from the date of its posting and on the website of the Company at www.atlinks.com.
- AGM-6 -