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Beijing Urban Construction Design & Development Group Co., Limited Proxy Solicitation & Information Statement 2025
50030_rns_2025-04-28_3a3bee3a-2037-4099-9397-182994c9d598.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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.
If you have sold or transferred all your shares in China Overseas Land & Investment Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
中国流水货展有限公司
CHINA OVERSEAS LAND & INVESTMENT LTD.
(incorporated in Hong Kong with limited liability)
(Stock Code: 688)
PROPOSALS FOR
(1) GENERAL MANDATES TO BUY BACK AND ISSUE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS; AND
(3) AMENDMENTS TO THE ARTICLES
AND
NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this cover page have the same meanings as those defined in the section headed "Definitions" in this circular.
A Notice of AGM to be held as a virtual meeting via the eVoting Portal on Wednesday, 25 June 2025 at 11:00 a.m. is set out on pages 24 to 30 of this circular. A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to attend the AGM via the eVoting Portal, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable and in any event not less 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 via the eVoting Portal at the AGM or any adjournment thereof (as the case may be) should you so wish.
29 April 2025
CONTENTS
Page
Definitions 1
Special Arrangements for the AGM 4
Letter from the Board
- Introduction 6
- General Mandate to Buy Back Shares 7
- General Mandate to Issue Shares 7
- Re-election of Retiring Directors 8
- Proposed Amendments to the Articles 10
- Annual General Meeting 10
- Voting by Way of Poll 11
- Closure of Register of Members 11
- Recommendations 11
Appendix I – Explanatory Statement for the Share Buy-back Mandate 12
Appendix II – Details of Directors Offering Themselves for Re-election 16
Appendix III – Summary of Proposed Amendments to the Articles 21
Notice of AGM 24
Accompanying document:
– form of proxy
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:
"AGM"
the annual general meeting of the Company to be held as a virtual meeting via the eVoting Portal on Wednesday, 25 June 2025 at 11:00 a.m., the notice of which is set out on pages 24 to 30 of this circular, or any adjournment thereof
"Annual Report"
the annual report of the Company for the year ended 31 December 2024
"Articles"
the articles of association of the Company, as amended from time to time
"Board"
the board of Directors
"close associate(s)"
has the same meaning as ascribed to it under the Listing Rules
"COGO"
China Overseas Grand Oceans Group Limited, a company incorporated in Hong Kong with limited liability and whose shares are listed on the Main Board of the Stock Exchange (stock code: 81)
"COHL"
China Overseas Holdings Limited, a company incorporated in Hong Kong with limited liability, the controlling Shareholder of the Company
"Companies Ordinance"
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)
"Company"
China Overseas Land & Investment Limited, a company incorporated in Hong Kong with limited liability and whose Shares are listed on the Main Board of the Stock Exchange (stock code: 688)
"COPL"
China Overseas Property Holdings Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Main Board of the Stock Exchange (stock code: 2669)
"core connected person(s)"
has the same meaning as ascribed to it under the Listing Rules
– 1 –
DEFINITIONS
"CSCEC"
China State Construction Engineering Corporation* (中國建築集團有限公司), a state-owned corporation organised and existing under the laws of the PRC and being the ultimate holding company of CSCECL and the Company
"CSCECL"
China State Construction Engineering Corporation Limited (中國建築股份有限公司), a joint stock company established in the PRC whose shares are listed on the Shanghai Stock Exchange (stock code: 601668) and is a non-wholly owned subsidiary of CSCEC and the intermediate controlling Shareholder
"Directors"
the director(s) of the Company
"Group"
the Company and its subsidiaries (excluding subsidiary(ies) listed on any stock exchange and their respective subsidiary(ies), if any) from time to time
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
a general and unconditional mandate to allot, issue and deal with new Shares (including any sale and transfer of treasury shares) not exceeding 10% of the number of Shares in issue as at the date of passing the relevant resolution (excluding any treasury shares)
"Latest Practicable Date"
23 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Macau"
the Macau Special Administrative Region of the PRC
"New Articles"
the new articles of association of the Company proposed to be adopted by the Shareholders with effect from the passing of the relevant special resolution at the AGM
- 2 -
DEFINITIONS
| “Notice of AGM” | the notice convening the AGM as set out on pages 24 to 30 of this circular |
|---|---|
| “PRC” | the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, Macau and Taiwan |
| “Proposed Amendments” | the proposed amendments to the existing Articles as set out in Appendix III to this circular |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | the ordinary share(s) of the Company |
| “Shareholder(s)” | the holder(s) of the Share(s) |
| “Share Buy-back Mandate” | the general and unconditional mandate to buy back Shares up to 10% of the number of Shares in issue as at the date of passing of the relevant resolution (excluding any treasury shares) |
| “Silver Lot” | Silver Lot Development Limited (銀樂發展有限公司), a company incorporated in Hong Kong with limited liability and a direct wholly-owned subsidiary of COHL |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “subsidiary” | a subsidiary for the time being of the Company within the meaning of the Companies Ordinance whether incorporated in Hong Kong or elsewhere and “subsidiaries” shall be construed accordingly |
| “Takeovers Code” | Codes on Takeovers and Mergers and Share Buy-backs |
| “treasury shares” | has the same meaning as ascribed to it under the Listing Rules |
| “%” | per cent |
-
English translation for identification purpose only
-
3 -
SPECIAL ARRANGEMENTS FOR THE AGM
All registered Shareholders will be able to join the AGM via the eVoting Portal. The eVoting Portal can be accessed from any location with access to the internet via smartphone, tablet device or computer.
Through the eVoting Portal, registered Shareholders will be able to view the live video broadcast, participate in voting and submit questions online, or call the hotline to raise questions during the Q&A session of the AGM. Login details and information will be included in our letters to registered Shareholders regarding the eVoting Portal which will be despatched later and the dial-in number will be provided during the AGM.
HOW TO ATTEND AND VOTE
Shareholders who wish to attend the AGM and exercise their voting rights can be achieved in one of the following ways:
(1) attend the AGM via the eVoting Portal which enables live streaming and interactive platform for submitting questions and voting online and/or speak at the AGM by calling the hotline during the Q&A session of the AGM; or
(2) appoint the chairman of the AGM or other persons as your proxy by providing their email address for receiving the designated log-in username and password to attend and vote on your behalf via the eVoting Portal.
Your proxy’s authority and instruction will be revoked if you attend and vote via the eVoting Portal at the AGM.
If you are a non-registered Shareholder, you should contact your banks, brokers, custodians, nominees or HKSCC Nominees Limited through which your Shares are held (as the case may be) (collectively the “Intermediary”) and instruct the Intermediary to appoint you as proxy or corporate representative to attend and vote via eVoting Portal at the AGM and in doing so, you will be asked to provide your email address. Details regarding the eVoting Portal including the login details will be emailed to you by the share registrar and transfer office of the Company, Tricor Investor Services Limited.
Completion and return of the form of proxy will not preclude a member from attending and voting via the eVoting Portal at the AGM or any adjournment thereof (as the case may be) and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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SPECIAL ARRANGEMENTS FOR THE AGM
In order to be entitled to attend and vote via the eVoting Portal at the AGM or any adjourned meeting, all completed transfer documents accompanied by the relevant share certificates must be lodged with the share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 19 June 2025.
If you have any questions relating to the AGM, please contact the Company’s share registrar and transfer office, Tricor Investor Services Limited, with the following details:
Address : 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Email : [email protected]
Telephone : (852) 2975 0928
Fax : (852) 2861 1465
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LETTER FROM THE BOARD
中国流水装具有限公司
CHINA OVERSEAS LAND & INVESTMENT LTD.
(incorporated in Hong Kong with limited liability)
(Stock Code: 688)
Executive Directors:
Yan Jianguo (Chairman)
Zhang Zhichao
Guo Guanghui
Registered Office:
10/F., Three Pacific Place,
1 Queen's Road East,
Hong Kong
Non-Executive Directors:
Zhuang Yong
Ma Yao
Independent Non-Executive Directors:
Li Man Bun, Brian David
Chan Ka Keung, Ceajer
Chan Ching Har, Eliza
29 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
(1) GENERAL MANDATES TO BUY BACK AND ISSUE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS; AND
(3) AMENDMENTS TO THE ARTICLES
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information regarding the proposed (i) re-election of retiring Directors (ordinary resolution no. 3); (ii) granting of the Share Buy-back Mandate and the Issue Mandate (ordinary resolutions nos. 6 and 7); (iii) amendments to the Articles and adoption of the New Articles (special resolution no. 8); and (iv) the Notice of AGM (which is set out on pages 24 to 30 of this circular).
LETTER FROM THE BOARD
2. GENERAL MANDATE TO BUY BACK SHARES
At the annual general meeting of the Company held on 21 June 2024, a general mandate was given to the Directors to exercise all the powers of the Company to buy back its own Shares. Such general mandate will lapse at the conclusion of the AGM unless renewed at that meeting.
Ordinary resolution no. 6 will be proposed at the AGM to grant the Share Buy-back Mandate to the Directors to buy back Shares up to 10% of the number of Shares in issue as at the date of passing of the relevant resolution (excluding any treasury shares).
Subject to the passing of the relevant resolution and on the assumption that there will be no change in the number of Shares in issue prior to the AGM, the Company will be allowed to buy back a maximum of 1,094,488,353 Shares (which represents 10% of the number of Shares in issue as at the Latest Practicable Date, i.e. 10,944,883,535 Shares).
The Share Buy-back Mandate will lapse on the earliest of, the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law and/or the Articles, or the date upon which such authority is revoked or varied by ordinary resolution of the Company in a general meeting.
In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement which is set out in Appendix I to this circular.
3. GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 21 June 2024, a general mandate was given to the Directors to exercise all the powers of the Company to issue new Shares up to 10% of the number of Shares in issue. Such general mandate will lapse at the conclusion of the AGM unless renewed at that meeting.
Ordinary resolution no. 7 will be proposed at the AGM to grant the Issue Mandate to the Directors to allot, issue and otherwise deal with new Shares (including any sale and transfer of treasury shares) up to 10% (instead of 20% as permitted under the Listing Rules) of the number of Shares in issue as at the date of passing of the relevant resolution (excluding any treasury shares).
Subject to the passing of the relevant resolution and on the assumption that there will be no change in the number of Shares in issue prior to the AGM, the Company will be allowed to issue a maximum of 1,094,488,353 Shares (which represents 10% of the number of Shares in issue as at the Latest Practicable Date, i.e. 10,944,883,535 Shares).
The Issue Mandate will lapse on the earliest of, the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law and/or the Articles, or the date upon which such authority is revoked or varied by ordinary resolution of the Company in a general meeting.
LETTER FROM THE BOARD
4. RE-ELECTION OF RETIRING DIRECTORS
The Board currently consists of eight Directors, of which three are Executive Directors, namely Mr. Yan Jianguo, Mr. Zhang Zhichao and Mr. Guo Guanghui; two are Non-executive Directors, namely Mr. Zhuang Yong and Mr. Ma Yao; and three are Independent Non-executive Directors, namely Mr. Li Man Bun, Brian David, Professor Chan Ka Keung, Ceajer and Dr. Chan Ching Har, Eliza.
In accordance with Articles 105(1) of the Articles, Mr. Guo Guanghui, Mr. Zhuang Yong and Mr. Li Man Bun, Brian David ("Mr. Li") will retire by rotation at the AGM and, being eligible, will offer themselves for re-election.
In accordance with Articles 96 of the Articles, Mr. Ma Yao shall hold office only until the next following annual general meeting of the Company, and being eligible, will offer himself for re-election.
The Nomination Committee of the Company is responsible for overseeing the appointment or re-appointment of Directors and the succession planning of the Board, having due regard to the Board Diversity Policy and the Nomination Policy of the Company, and making recommendation to the Board. The Nomination Committee, having reviewed the Board's composition, recommended to the Board that Mr. Guo Guanghui, Mr. Zhuang Yong, Mr. Ma Yao and Mr. Li should retire and re-elect at the AGM. Mr. Li, being the member of the Nomination Committee, abstained from voting at the Nomination Committee meeting when his own nomination was being considered.
Mr. Li has been serving as an Independent Non-executive Director for more than nine years. In considering Mr. Li's re-appointment as Director, the Nomination Committee has taken into account the expertise and experience of Mr. Li that are relevant to the Group's business, his contribution to the diversity of the Board as well as his independence.
As an Independent Non-executive Director meeting the professional qualifications required under Rule 3.10(2) of the Listing Rules, Mr. Li is an accounting professional and has in-depth knowledge and wide experience in banking, corporate finance and management. He is able to complement the professional background of the composition of the Board in terms of expertise in banking and finance. The Board considers that the long service of Mr. Li also enabled him to get an in-depth understanding of the Group's business and operations.
- 8 -
LETTER FROM THE BOARD
During the past year, Mr. Li attended and actively participated in the discussions in all Board meetings and committee meetings which he was eligible to attend. Mr. Li has expressed impartial views and comments, and given independent guidance to the Company over the years particularly in his role as the chairman of the Audit and Risk Management Committee of the Company and he continues demonstrating a firm commitment to his role.
Meanwhile, Mr. Li did not hold more than five listed companies directorship (including the Company) and is able to devote sufficient time to the Board as reflected in his high attendance record on the Board and committee meetings. He does not hold any cross-directorships, nor have any significant links with other Directors through involvement in other companies or bodies that could give rise to conflicts of interests in the role of Independent Non-executive Director or affect his independent judgement. Mr. Li has confirmed his independence to the Company in accordance with Rule 3.13 of the Listing Rules. There is no evidence that length of tenure has an adverse impact on independence of the Independent Non-executive Directors and the Directors are not aware of any circumstance that might influence Mr. Li's exercising his independent judgement.
Accordingly, the Nomination Committee and the Board, after having considered a balance of factors, such as skills, experience, contribution to the Company and diversity of perspectives appropriate to the requirements of the Company's business as set out in the Board Diversity Policy of the Company as well as the tenure of services, are satisfied that Mr. Li has demonstrated his abilities to provide independent, balanced and objective view to the Company's affairs supported by his perspectives, skills and experiences, and believes that Mr. Li will continue to maintain an independent view of the Company's affairs despite his length of service, and will continue to bring his relevant knowledge and experiences to the Board so as to enhance the diversity of the Board.
The Board recommended the Shareholders to re-elect Mr. Li as well as Mr. Guo Guanghui, Mr. Zhuang Yong and Mr. Ma Yao as Directors at the AGM. Each re-election of the retiring Directors will be subject to separate resolution to be approved by the Shareholders at the AGM.
The biographical details of the retiring Directors offering to be re-elected which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.
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LETTER FROM THE BOARD
5. PROPOSED AMENDMENTS TO THE ARTICLES
The Board proposes at the AGM a special resolution approving the adoption of the New Articles incorporating all the Proposed Amendments in substitution for and to the exclusion of the existing Articles, for the purpose of (i) aligning with the latest legal and regulatory requirements following the relevant amendments to the Companies Ordinance and the Listing Rules in relation to the implementation of the treasury share regime, the expanded paperless listing regime, the electronic dissemination of corporate communications by means of website and the conduct of general meetings (including holding hybrid/virtual general meetings); and (ii) making other consequential and housekeeping changes.
A summary of the Proposed Amendments is set out in Appendix III to this circular. The legal adviser to the Company has confirmed that the New Articles comply with the requirements of the Listing Rules and the applicable laws of Hong Kong. The Company confirms that there is nothing unusual about the New Articles.
Full text of the New Articles (both marked up version to show the Proposed Amendments, and as a clean version) is available in English and Chinese at “Corporate Governance” under the “Corporate Governance” section of the Company’s website (http://www.coli.com.hk). The Chinese translation of the New Articles is for reference only. In case of any inconsistency between the Chinese and English versions, the English version shall prevail. A copy of the New Articles will also be available for inspection at the Company’s registered office at 10/F., Three Pacific Place, 1 Queen’s Road East, Hong Kong during normal business hours on any business day (excluding Saturday) from the date of this circular up to and including 25 June 2025.
6. ANNUAL GENERAL MEETING
A Notice of AGM to be held as a virtual meeting via the eVoting Portal on Wednesday, 25 June 2025 at 11:00 a.m. is set out on pages 24 to 30 of this circular. A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to attend the AGM via the eVoting Portal, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable and in any event not less 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 via the eVoting Portal at the AGM or any adjournment thereof (as the case may be) should you so wish.
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LETTER FROM THE BOARD
7. VOTING BY WAY OF POLL
In accordance with Rule 13.39(4) of the Listing Rules, voting at the AGM will be conducted by poll. The chairman of the AGM will accordingly demand a poll in accordance with Article 74 of the Articles for all the resolutions set out in the Notice of AGM.
8. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Friday, 20 June 2025 to Wednesday, 25 June 2025, both dates inclusive, for the purpose of determining Shareholders’ entitlement to attend and vote via the eVoting Portal at the AGM.
In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Thursday, 19 June 2025.
9. RECOMMENDATIONS
The Directors consider that the proposed ordinary resolutions and special resolution as set out in the Notice of AGM are all in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of all such resolutions at the AGM.
Yours faithfully,
for and on behalf of the Board
China Overseas Land & Investment Limited
Yan Jianguo
Chairman and Executive Director
- 11 -
APPENDIX I
EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE
This Appendix serves as an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules and also as a memorandum of the terms of a proposed buy-back of Shares required by section 239(2) of the Companies Ordinance, to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution.
LISTING RULES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy back their own fully paid up shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
(a) Shareholders' approval
All proposed buy-back of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval.
(b) Source of funds
Buy-back must be funded out of funds which are legally available for the purpose and in accordance with the company's constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.
(c) Maximum number of Shares to be bought back
A maximum of 10% of the number of shares of a company in issue at the date of passing the relevant resolution (excluding any treasury shares) may be bought back on the Stock Exchange.
SHARE CAPITAL
As at the Latest Practicable Date, the number of Shares in issue was 10,944,883,535 Shares and the Company did not have any treasury shares.
Subject to the passing of the relevant resolution and on the assumption that there will be no change in the number of Shares in issue prior to the AGM, the Company will be allowed to buy back a maximum of 1,094,488,353 Shares (which represents 10% of the number of Shares in issue as at the Latest Practicable Date (excluding any treasury shares)).
APPENDIX I
EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE
If the Company purchases any Shares pursuant to the Share Buy-back Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company’s capital management needs at the relevant time any repurchases of Shares are made.
REASONS FOR BUY-BACK
The Directors believe that it is in the best interest of the Company and the Shareholders to have general authority from the Shareholders to enable the Directors to exercise the Company’s powers to buy back Shares on the Stock Exchange. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share.
On the other hand, Shares bought back and held by the Company as treasury shares may be resold, or transferred or used for other purposes, subject to compliance with the Articles and the applicable laws of Hong Kong and the Listing Rules. Buy-back of Shares will only be made when the Directors believe that such buyback will benefit the Company and the Shareholders.
FUNDING OF BUY-BACK
In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles and the Companies Ordinance. The Companies Ordinance provides that a company may make a payment in respect of a share buy-back out of the distributable profits of the company or out of the proceeds of a fresh issue of shares made for the purpose.
There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report) in the event that the Share Buy-back Mandate was to be exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
APPENDIX I
EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE
DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of the knowledge of the Directors, having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company or any of its subsidiaries in the event that the Share Buy-back Mandate is approved by the Shareholders.
No core connected person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company or he/she has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Company is authorised to exercise the Share Buy-back Mandate.
CONFIRMATION
The Directors will exercise the power of the Company to make buy-back pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Hong Kong. Neither this explanatory statement nor the proposed share buy-back has any unusual features.
EFFECT OF THE TAKEOVERS CODE
If, as a result of a buy-back 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 the Takeovers Code. In certain circumstances, a Shareholder or a group of Shareholders acting in concert could, as a result of such increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, COHL and Silver Lot (together “COHL Group”) beneficially owned 6,140,159,183 Shares, in aggregate representing approximately 56.10% of the total number of Shares in issue. COHL is ultimately beneficially owned by CSCEC which is a state-owned enterprise established in the PRC.
In the event that the Directors exercised in full the power to buy back Shares pursuant to the Share Buy-back Mandate, the shareholding of COHL Group (assuming that the Shares beneficially owned by COHL Group remain at 6,140,159,183 Shares) would be increased to approximately 62.33% of the total number of Shares in issue. Thus, the exercise in full of the Share Buy-back Mandate by the Directors would not cause COHL Group to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.
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APPENDIX I
EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE
SHARE BOUGHT BACK BY THE COMPANY
The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months before the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 14.94 | 11.12 |
| May | 16.74 | 14.36 |
| June | 15.66 | 13.32 |
| July | 14.46 | 12.32 |
| August | 13.30 | 11.24 |
| September | 16.84 | 10.54 |
| October | 18.58 | 13.96 |
| November | 16.30 | 12.96 |
| December | 15.12 | 12.10 |
| 2025 | | |
| January | 13.10 | 11.68 |
| February | 15.06 | 11.78 |
| March | 15.54 | 13.68 |
| April (up to the Latest Practicable Date) | 14.80 | 12.00 |
APPENDIX II
DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION
The followings are the particulars of the four retiring Directors proposed to be re-elected at the AGM.
Mr. GUO Guanghui
Executive Director and Vice President
Experience
Aged 52, has been appointed as an Executive Director of the Company since June 2018. Mr. Guo holds a master’s degree in Business Administration, and is a senior accountant and a non-practising member of The Chinese Institute of Certified Public Accountants. He is currently the Vice President of the Company and a director of certain subsidiaries of the Group. He was a Non-executive Director of COGO (listed in Hong Kong). Mr. Guo has over 30 years’ management experience in corporate finance and accounting.
Length of service
There is currently no service contract signed between the Company and Mr. Guo for services as Director. However, Mr. Guo has entered into employment contract and a letter of appointment as Director with the Company. Mr. Guo is not appointed for a specific term. After Mr. Guo’s re-appointment at the AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles.
Relationships
Other than in his capacity as the Executive Director and Vice President and the information disclosed as above, Mr. Guo has no relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
So far as the Directors are aware as at the Latest Practicable Date, Mr. Guo has personal interest in 210,000 “A” shares in CSCECL.
Director’s emoluments
Mr. Guo’s current remuneration package entails total fixed annual remuneration of RMB1,800,000 and discretionary bonuses pegged to performance. Such emoluments are determined by reference to his job responsibilities, the prevailing market conditions and the Company’s operating performance and profitability
Save as disclosed above, there is no other information relating to Mr. Guo Guanghui required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.
APPENDIX II
DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION
Mr. ZHUANG Yong
Vice Chairman and Non-Executive Director
Experience
Aged 48, has been appointed as a Non-executive Director and the Vice Chairman of the Company since February 2020. Mr. Zhuang holds a master’s degree in Architecture and Civil Engineering. He is currently the Chairman and Executive Director of COGO (listed in Hong Kong) and a director of COHL (a substantial shareholder of the Company). Mr. Zhuang has over 20 years’ experience in corporate management.
Length of service
Mr. Zhuang entered into a service contract with the Company and it can be terminated by either party giving to the other not less than three months’ prior written notice. Mr. Zhuang is not appointed for a specific term of office. After Mr. Zhuang’s re-appointment at the AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles.
Relationships
Other than in his capacity as the Vice Chairman and Non-executive Director and the information disclosed as above, Mr. Zhuang has no relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interest in Shares
So far as the Directors are aware as at the Latest Practicable Date, Mr. Zhuang has personal interest in 800,825 shares of COGO and a nominal amount of US$900,000 in the 5.35% Guaranteed Notes due 2042 issued by China Overseas Finance (Cayman) V Limited (a wholly-owned subsidiary of the Company).
Director’s emoluments
Mr. Zhuang does not receive any Director’s emoluments.
Save as disclosed above, there is no other information relating to Mr. Zhuang Yong required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.
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APPENDIX II
DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION
Mr. MA Yao
Non-Executive Director
Experience
Aged 52, has been appointed as a Non-executive Director of the Company since January 2025. Mr. Ma currently serves as deputy general manager of Department of Strategy and Investment Management of CITIC Group Corporation. He obtained a bachelor's degree in automatic control from Xi'an Jiaotong University, a master's degree in monetary banking and a doctor's degree in international finance from the Graduate School of the People's Bank of China. Mr. Ma joined CITIC Securities Company Limited ("CITIC Securities") (listed in Hong Kong) in 1998 and previously served as the deputy general manager of the Risk Control Department, deputy general manager of the Bond Distribution and Trading Department, deputy general manager of the Trading Department, chief executive of the Capital Market Department, head of the Financial Industry Group, member of the Investment Banking Management Committee, head of the Investment Banking Management Committee, member of the Executive Committee of CITIC Securities, and director of CLSA Limited and CITIC Securities (Hong Kong) Limited.
Length of service
There is currently no service contract signed between the Company and Mr. Ma for services as Director. However, Mr. Ma has entered into a letter of appointment as Director with the Company. Mr. Ma is not appointed for a specific term. After Mr. Ma's re-appointment at the AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles.
Relationships
Other than in his capacity as the Non-executive Director and the information disclosed as above, Mr. Ma has no relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interest in Shares
So far as the Directors are aware as at the Latest Practicable Date, Mr. Ma did not have, and was not deemed to have, any interests in the Shares of the Company within the meaning of Part XV of the SFO.
Director's emoluments
Mr. Ma does not receive any Director's emoluments.
Save as disclosed above, there is no other information relating to Mr. Ma Yao required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.
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APPENDIX II
DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION
Mr. LI Man Bun, Brian David
BBS, JP, MA (Cantab), MBA, FCA
Independent Non-Executive Director,
Chairman of the Audit and Risk Management Committee,
Member of the Corporate Governance Committee,
Member of the Nomination Committee,
Member of the Remuneration Committee
Experience
Aged 50, joined the Board as an Independent Non-executive Director of the Company on 19 March 2013 and was appointed Chairman and Member of the Audit and Risk Management Committee, Member of the Nomination Committee and Member of the Remuneration Committee on the same day. He was appointed Member of the Corporate Governance Committee on 29 March 2021. Mr. Li is Co-Chief Executive of The Bank of East Asia, Limited ("BEA") (listed in Hong Kong), responsible for the overall management and control of BEA with a particular focus on its Chinese Mainland and international businesses. Mr. Li joined BEA in 2002 and served as General Manager & Head of Wealth Management Division from 2004 to 2009. Mr. Li was subsequently appointed Deputy Chief Executive in 2009, Executive Director in 2014, and Co-Chief Executive of BEA in 2019.
Mr. Li is currently an Independent Non-executive Director of Towngas Smart Energy Company Limited (listed in Hong Kong) and Guangdong Investment Limited (listed in Hong Kong). He was an Independent Non-executive Director of Shenzhen Investment Holdings Bay Area Development Company Limited (listed in Hong Kong).
Mr. Li holds a number of public and honorary positions, including being a member of the National Committee of the Chinese People's Political Consultative Conference and a Vice Chairman of its Committee on Social and Legal Affairs, a Member of the Chief Executive's Council of Advisers of the Government of the Hong Kong Special Administrative Region, a Board Member of the Hong Kong-Shenzhen Innovation and Technology Park Limited, and a Member of the Disaster Relief Fund Advisory Committee.
Mr. Li is a Fellow of the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales. He is also a Member of the Hong Kong Academy of Finance; an Honorary Certified Banker of The Hong Kong Institute of Bankers and a Full Member of the Treasury Markets Association. Mr. Li holds an MBA degree from Stanford University and a BA degree from the University of Cambridge.
APPENDIX II
DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION
Length of service
There is currently no service contract signed between the Company and Mr. Li for services as Director. However, Mr. Li has entered into a letter of appointment as Director with the Company. Mr. Li is not appointed for a specific term. After Mr. Li’s re-appointment at the AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles.
Relationships
Other than in his capacity as an Independent Non-executive Director, Chairman of the Audit and Risk Management Committee, Member of the Corporate Governance Committee, Member of the Nomination Committee, Member of the Remuneration Committee and the information disclosed as above, Mr. Li has no relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interest in Shares
So far as the Directors are aware as at the Latest Practicable Date, Mr. Li has personal interests in 5,660,000 Shares of the Company and 1,820,000 shares of COPL.
Director’s emoluments
Mr. Li’s current Director’s emoluments are HK$500,000 per annum. Such emoluments are determined by reference to his duties and responsibilities with the Company, the Company’s standard for emoluments and the prevailing market conditions.
Save as disclosed above, there is no other information relating to Mr. Li Man Bun, Brian David required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.
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APPENDIX III
SUMMARY OF PROPOSED AMENDMENTS TO THE ARTICLES
The existing Articles will be replaced in their entirety by the New Articles. The Proposed Amendments made to the existing Articles are summarised below.
Treasury shares
Articles 13A to 13E are proposed be inserted to reflect the recent amendments to the Companies Ordinance, which enable Hong Kong incorporated listed companies to make use of the treasury share regime under the Listing Rules to hold the shares bought back in treasury and sell or transfer treasury shares subject to certain restrictions. This provides greater flexibility for the Company to manage its capital through Share repurchases and resale or transfer of treasury shares, subject to the Companies Ordinance and the Listing Rules.
It is also proposed that:
(a) Article 147(1) be amended to expressly permit the capitalisation of reserves by the Company be funded by transfer of treasury shares as permitted under the Companies Ordinance and the Listing Rules;
(b) Article 152 be amended to expressly permit distribution of scrip dividend by the Company be funded by transfer of treasury shares; and
(c) minor changes be made in the New Articles to incorporate the treasury share regime as appropriate.
Conduct of general meetings
To conform with the Companies Ordinance and to give the Company greater flexibility to align with technological advances or to accommodate particular circumstances, it is proposed that the existing Articles be amended to expressly permit the Company to hold general meetings by virtual meetings, as an alternative to physical meetings or hybrid meetings. A virtual meeting is a general meeting held and conducted by virtual attendance, participation and voting by members and/or proxies by means of virtual meeting technology. This change will allow the Company to conduct fully virtual meetings in such a way that the participants can listen, speak and vote at a general meeting by means of virtual meeting technology without being physically present at the general meeting. It is proposed that:
(a) Article 64(3) be inserted such that the Company will be allowed to hold general meetings by physical meetings, hybrid meetings, or virtual meetings;
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APPENDIX III
SUMMARY OF PROPOSED AMENDMENTS TO THE ARTICLES
(b) Article 66 be amended to clarify that a notice of general meeting shall include, among others, (i) the details of the physical venues of the general meeting or details of the virtual meeting technology to be used for holding the general meeting, and (ii) a statement to that effect with details of the virtual meeting technology for attendance, participation and voting and where additional details of the virtual meeting technology (if any) will be made available by the Company prior to the general meeting and the means of notification;
(c) Article 68A be inserted to expressly provide that a Shareholder attending a hybrid meeting or a virtual meeting by means of virtual meeting technology specified in the notice of meeting or made available by the Company prior to the general meeting is deemed to be present, shall be counted towards the quorum for and entitled to speak and vote at the general meeting;
(d) Article 68C be inserted to make clear that the Chairman has the right to interrupt or adjourn general meetings in certain circumstances, including in the case of a hybrid meeting or a virtual meeting, where the virtual meeting technology made available by the Company have become inadequate; and
(e) similar clarifying changes be incorporated in Article 68B, Article 68D, Article 68E, Article 68G and Article 69 to align with the changes above.
Corporate Communications
To bring the existing Articles in line with (i) the recent amendments to the Companies Ordinance, which permit Hong Kong incorporated companies to adopt the implied consent mechanism for disseminating corporate communications to Shareholders by means of website and (ii) the expanded paperless listing regime and electronic dissemination of corporate communications by listed issuers and the relevant amendments made to the Listing Rules, it is proposed that:
(a) Article 171(1)(e) be inserted to specify that any notice or other document to be given by the Company (including any corporate communication) may be served or delivered by the Company to another person by publishing it on the Company's website, subject to the Company's compliance with, among others, applicable laws with regard to any requirements for obtaining implied consent from such person and/or giving to the Shareholder notification in compliance with the Companies Ordinance and/or the Listing Rules; and
APPENDIX III
SUMMARY OF PROPOSED AMENDMENTS TO THE ARTICLES
(b) Article 174(5) be inserted to specify that if any notice or other document to be given by the Company (including any corporate communication) is sent by making the same available on the Company’s website, it shall be deemed to have been served or delivered after its first posting on the website of the Company, or after giving to the Shareholder notification if required under the Companies Ordinance and/or Listing Rules, whichever is later.
General
Other minor, technical and/or clarifying changes in other parts of the New Articles have not been expressly set out in this summary.
Full text of the New Articles (both marked up version to show the Proposed Amendments, and as a clean version) is available in English and Chinese at “Corporate Governance” under the “Corporate Governance” section of the Company’s website (http://www.coli.com.hk).
References to Article numbers are to the numbering in the New Articles unless otherwise stated.
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NOTICE OF AGM
中国流水装具有限公司
CHINA OVERSEAS LAND & INVESTMENT LTD.
(incorporated in Hong Kong with limited liability)
(Stock Code: 688)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of China Overseas Land & Investment Limited (the "Company") will be held as a virtual meeting via the eVoting Portal on Wednesday, 25 June 2025 at 11:00 a.m. for the following matters and purposes. Unless otherwise specified, capitalised terms contained in this notice shall have the same meanings ascribed to them in the circular dated 29 April 2025 (the "Circular") issued by the Company.
- To receive and adopt the audited financial statements, the report of Directors and the independent auditor's report for the year ended 31 December 2024.
- To approve the declaration of a final dividend for the year ended 31 December 2024 of HK30 cents per Share.
- To re-elect the retiring Directors, in particular:
(a) To re-elect Mr. Guo Guanghui as Director;
(b) To re-elect Mr. Zhuang Yong as Director;
(c) To re-elect Mr. Ma Yao as Director; and
(d) To re-elect Mr. Li Man Bun, Brian David as Director. - To authorise the Board to fix the remuneration of the Directors.
-
To re-appoint Ernst & Young as auditor of the Company and to authorise the Board to fix their remuneration.
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NOTICE OF AGM
To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
6. "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to buy back Shares and, if permitted under the Listing Rules, to determine whether such shares of the Company bought back shall be held as treasury shares by the Company or otherwise be cancelled subject to and in accordance with all applicable laws and the requirements of the Listing Rules as amended from time to time be and is hereby generally and unconditionally approved;
(b) the number of the Shares which may be bought back by the Company on the Stock Exchange or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of Shares in issue as at the date of passing this resolution (excluding any treasury shares and subject to adjustment according to paragraph (d) below), and the said approval shall be limited accordingly;
(c) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiry of the period within which the next annual general meeting of the Company is required by the Articles and/or the Companies Ordinance to be held; or
(iii) the revocation or variation of the approval given under this resolution by an ordinary resolution of the Shareholders in general meeting; and
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NOTICE OF AGM
(d) if, after the passing of this resolution, the Company alters its share capital by converting its Shares into a larger or smaller number of Shares, the number of Shares subject to the limit set out in paragraph (b) above shall be adjusted by being multiplied by the following fraction:
A/B
Where:
A is the number of Shares in issue (excluding any treasury shares) immediately after the alteration; B is the number of Shares in issue (excluding any treasury shares) immediately before the alteration. Such adjustment shall take effect at the same time as the alteration takes effect."
- "THAT:
(a) subject to paragraph (c) below, pursuant to Section 141 of the Companies Ordinance, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional Shares (including any sale and transfer of treasury shares) and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval given in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
(c) the number of Shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to
(i) a Rights Issue (as defined below); or
(ii) the exercise of rights of subscription or conversion under the terms of any securities or bonds which are convertible into Shares; or
(iii) the exercise of any rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire Shares; or
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NOTICE OF AGM
(iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles from time to time,
shall not exceed 10% of the number of Shares in issue at the date of passing this resolution (excluding any treasury shares and subject to adjustment according to paragraph (e) below) and the said approval given under paragraph (a) of this resolution above shall be limited accordingly;
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiry of the period within which the next annual general meeting of the Company is required by the Articles and/or the Companies Ordinance to be held; or
(iii) the revocation or variation of the approval given under this resolution by an ordinary resolution of the Shareholders in general meeting.
“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or any class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong); and
(e) if, after the passing of this resolution, the Company alters its share capital by converting its Shares into a larger or smaller number of Shares, the number of Shares subject to the limits set out in paragraph (c) above shall be adjusted by being multiplied by the following fraction:
A/B
Where:
A is the number of Shares in issue (excluding any treasury shares) immediately after the alteration; B is the number of Shares in issue (excluding any treasury shares) immediately before the alteration. Such adjustment shall take effect at the same time as the alteration takes effect.”
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NOTICE OF AGM
SPECIAL RESOLUTION
- To consider and, if thought fit, pass with or without amendments the following resolution as special resolution of the Company:
"THAT:
(a) the new articles of association of the Company in the form of the document marked “A” and produced to this meeting and for the purpose of identification signed by the chairman of this meeting be approved and adopted in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect; and
(b) any director or the company secretary of the Company be and is hereby authorised to do all such acts and things and execute all such documents and make all such arrangements as they shall, in their absolute discretion, deem necessary or expedient to give effect to the foregoing.”
By Order of the Board
China Overseas Land & Investment Limited
Yan Jianguo
Chairman and Executive Director
Hong Kong, 29 April 2025
Notes:
(a) All registered Shareholders will be able to join the AGM via the eVoting Portal. The eVoting Portal can be accessed from any location with access to the internet via smartphone, tablet device or computer. All non-registered Shareholders may consult directly with their banks, brokers, custodians or Hong Kong Securities Clearing Company Limited (as the case may be) for necessary arrangement to attend and vote via the eVoting Portal at the AGM if they wish.
(b) Any member entitled to attend and vote at the AGM via the eVoting Portal is entitled to appoint a proxy or proxies to attend and, on a poll, vote in his stead. A proxy needs not be a member of the Company.
(c) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s share registrar and transfer office, 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).
NOTICE OF AGM
(d) In the case of joint holders of any share(s), only ONE PAIR of log-in username and password for the eVoting Portal will be provided to the joint holders. Any one of such joint holders may attend or vote in respect of such share(s) as if he/she/it was solely entitled thereto.
(e) Completion and return of the form of proxy will not preclude you from attending and voting via the eVoting Portal at the AGM or at any adjournment thereof (as the case may be) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.
(f) For determining the right to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 20 June 2025 to Wednesday, 25 June 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the right to attend and vote at the AGM, all properly completed and duly stamped transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar and transfer office, Tricor Investor Services Limited, at the address set out at note (c) above, for registration not later than 4:30 p.m. on Thursday, 19 June 2025.
(g) The register of members of the Company will be closed on Wednesday, 2 July 2025, no transfer of Shares will be effected on that day. In order to determine the identity of the Shareholders for the entitlement of the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s share registrar and transfer office, Tricor Investor Services Limited, at the address set out at note (c) above not later than 4:30 p.m. on Monday, 30 June 2025.
(h) With regard to matters nos. 1, 2, 3, 4 and 5 set out in this notice, relevant ordinary resolutions will be moved for each of these matters at the meeting.
(i) Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM in respect of the resolutions set out in this notice will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
(j) With regard to matter no. 3 (re-election of retiring Directors) set out in this notice, separate ordinary resolutions will be moved at the meeting:
(i) To re-elect Mr. Guo Guanghui as Director;
(ii) To re-elect Mr. Zhuang Yong as Director;
(iii) To re-elect Mr. Ma Yao as Director; and
(iv) To re-elect Mr. Li Man Bun, Brian David as Director.
(k) The details of Directors offering themselves for re-election as mentioned in resolution no. 3 were set out in Appendix II to the Circular.
NOTICE OF AGM
(l) With respect to the resolution no. 6 set out in this notice, approval is being sought from members for a general mandate to be given to the Directors to buy back Shares. An explanatory statement containing the information with respect to this resolution was set out in Appendix I to the Circular.
(m) With respect to the resolution no. 7 set out in this notice, approval is being sought from members for general mandates to be given to the Directors to allot, issue and deal with Shares in accordance with the Listing Rules.
(n) With respect to the resolution no. 8 set out in this notice, a summary of the proposed amendments to the articles of association of the Company was set out in Appendix III to the Circular.
(o) As at the date of this notice, Mr. Yan Jianguo (Chairman), Mr. Zhang Zhichao (Chief Executive Officer) and Mr. Guo Guanghui are the Executive Directors of the Company; Mr. Zhuang Yong (Vice Chairman) and Mr. Ma Yao are the Non-executive Directors of the Company; and Mr. Li Man Bun, Brian David, Professor Chan Ka Keung, Ceajer and Dr. Chan Ching Har, Eliza are the Independent Non-executive Directors of the Company.
(p) The Chinese translation of this notice is for reference only. In case of any inconsistency between the Chinese and English versions, the English version shall prevail.
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