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Best Linking Group Holdings Ltd. Proxy Solicitation & Information Statement 2026
51152_rns_2026-04-23_e66ca4fb-057a-4264-a9ff-552fb484b22f.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Best Linking Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
BEST LINKING GROUP HOLDINGS LIMITED
永聯豐集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 9882)
(1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at 20/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Friday, 5 June 2026 at 11:00 a.m. is set out on pages 17 to 23 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.blg.hk).
Whether or not you are able to attend the Annual General Meeting or any adjournment thereof, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar 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 the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.
23 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 4
Issued Mandate 5
Repurchase Mandate 5
Extension of Issue Mandate to Issue Shares 6
Proposed Re-election of Retiring Directors 6
2026 AGM 8
Closure of Register of Members 9
Responsibility Statement 9
Recommendation 10
General 10
Miscellaneous 10
Appendix I — Explanatory Statement 11
Appendix II — Biographical Details of Directors Proposed for Re-election 14
Notice of Annual General Meeting 17
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:
“2026 AGM” the AGM to be held at 20/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Friday, 5 June 2026 at 11:00 a.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting, which is set out on pages 17 to 23 of this circular, or its adjournment
“AGM” the annual general meeting of the Company
“Annual Report” the annual report of the Company for the Year
“Articles of Association” the articles of association of the Company as amended, supplemented or otherwise modified from time to time
“Best Linking” Best Linking Limited (永聯豐有限公司), a company incorporated in Hong Kong on 15 September 2010 and an indirect wholly-owned subsidiary of our Company
“Board” the board of Directors
“Chairman” the chairman of the Board
“Chief Executive Officer” the chief executive officer of the Company
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Company” Best Linking Group Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, whose issued Shares are listed and traded on Main Board of the Exchange under stock code: 9882
“controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“core connected person(s)” has the meaning ascribed thereto under the Listing Rules
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DEFINITIONS
| “Director(s)” | the director(s) of the Company |
|---|---|
| “Exchange” | The stock Exchange of Hong Kong Limited |
| “Executive Director(s)” | the executive Director(s) |
| “Group” | the Company and its subsidiaries |
| “HK$” and “HK cents” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “INED(s)” | the independent non-executive Director(s) |
| “Issue Mandate” | the general and unconditional mandate proposed to be granted at the 2026 AGM to the Directors to exercise the power of the Company to allot, issue and deal with additional Shares during the relevant period not exceeding 20% of the aggregate number of the issued Shares as at the date of passing the resolution granting such mandate |
| “Latest Practicable Date” | 17 April 2026, being the latest practicable date for ascertaining certain information contained herein prior to the printing of this circular |
| “Nomination Committee” | the nomination committee of the Board |
| “PRC” | the People’s Republic of China and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan |
| “Register of Members” | the register of members of the Company |
| “Remuneration Committee” | the remuneration committee of the Board |
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DEFINITIONS
"Repurchase Mandate"
the general and unconditional mandate proposed to be granted at the 2026 AGM to the Directors to exercise the power of the Company repurchase Shares during the relevant period not exceeding 10% of the aggregate number of the issued Shares as at the date of passing the resolution granting such mandate
"SFC"
the Securities and Futures Commission in Hong Kong
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Share(s)"
ordinary share(s) of HK$0.005 each in the share capital of the Company
"Shareholder(s)"
the holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"
has the meaning ascribed thereto under the Listing Rules
"substantial shareholder(s)"
has the meaning ascribed thereto under the Listing Rules
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buybacks of Hong Kong approved by the SFC as amended, supplemented or otherwise modified from time to time
"Year"
the year ended 31 December 2025
"%"
per cent
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LETTER FROM THE BOARD
BEST LINKING GROUP HOLDINGS LIMITED
永聯豐集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 9882)
Executive Directors:
Mr. Chan Yuk Pan
(Chairman and Chief Executive Officer)
Mr. Chan Lung Pan
Independent Non-executive Directors:
Mr. Chan Wan Tsun Adrian Alan
Mr. Leung Wai Lim
Ms. Du Qian
Registered Office:
Cricket Square
Hutchins Drive
PO Box 2681, Grand Cayman
KY1-1111
Cayman Islands
Headquarters and Principal Place of
Business in Hong Kong:
Unit No. 1119, 11/F,
The Metropolis Tower
No. 10 Metropolis Drive,
Kowloon,
Hong Kong
23 April 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The Directors will propose at the 2026 AGM the resolutions for, among other matters, (i) the granting of the Issue Mandate and Repurchase Mandate; (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate; (iii) the re-election of the retiring Directors.
The purpose of this circular is to give you notice of the 2026 AGM and provide you with the information regarding the above resolutions to be proposed at the 2026 AGM to enable you to make an informed decision on whether to vote for or against those resolutions.
LETTER FROM THE BOARD
ISSUED MANDATE
Given that the general and unconditional mandate granted to the Directors to exercise the power of the Company to allot, issue and deal with additional Shares pursuant to the resolution passed by the Shareholders at the last annual general meeting of the Company held on 6 June 2025 will lapse at the conclusion of the 2026 AGM, an ordinary resolution will be proposed at the 2026 AGM to grant the Issue Mandate to the Directors. Based on 800,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Share will be issued and no Share will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2026 AGM, the Directors will be authorised to allot, issue and deal with up to a total of 160,000,000 Shares, being 20% of the aggregate number of the issued Shares as at the date of the resolution in relation thereto. The Issue Mandate, if granted at the 2026 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
REPURCHASE MANDATE
Given that the general and unconditional mandate granted to the Directors to exercise the power of the Company to repurchase Shares pursuant to the resolution passed by the Shareholders at the last annual general meeting of the Company held on 6 June 2025 will lapse at the conclusion of the 2026 AGM, an ordinary resolution will be proposed at the 2026 AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on 800,000,000 Shares in issue as at the Latest Practicable Date, and assuming that no further Share will be issued and no Share will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2026 AGM, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 80,000,000 Shares, being 10% of the aggregate number of the issued Shares as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted at the 2026 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
In accordance with the requirements of Rule 10.06(1)(b) of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2026 AGM in relation to the granting of the Repurchase Mandate. Such explanatory statement is set out in Appendix I to this circular.
LETTER FROM THE BOARD
EXTENSION OF ISSUE MANDATE TO ISSUE SHARES
Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2026 AGM to extend the Issue Mandate by including the number of Shares repurchased under the Repurchase Mandate.
RE-ELECTION OF RETIRING DIRECTORS
The Board currently consists of two executive Directors, namely Mr. Chan Yuk Pan and Mr. Chan Lung Pan; and three INEDs, namely Mr. Chan Wan Tsun Adrian Alan, Mr. Leung Wai Lim and Ms. Du Qian.
Article 83(3) of the Articles of Association provides that any Director appointed to fill a casual vacancy or as an addition to the Board shall hold office only until the first AGM after his appointment and shall then be eligible for re-election at that meeting. As a result, Ms. Du Qian, who was appointed to fill a casual vacancy to the Board during the year, will hold office until the 2026 AGM and being eligible, offer herself for re-election.
Article 84(1) of the Articles of Association provides that at each AGM, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director shall be subject to retirement at an AGM at least once every three years. A retiring Director shall be eligible for re-election. According to article 84(2) of the Articles of Association, the Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the AGM shall retire by rotation at such AGM. Any further Directors so to retire shall be those who have been the longest in office since their last re-election or appointment so that as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. Mr. Chan Yuk Pan and Mr. Chan Lung Pan will retire at the 2026 AGM and being eligible, will offer themselves for re-election at the 2026 AGM.
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LETTER FROM THE BOARD
Procedure and Process for Nomination of Directors
The Nomination Committee will recommend to the Board for the appointment of a Director including an INED in accordance with the following procedures and process:
(a) The Nomination Committee will, giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort;
(b) The Nomination Committee may consult any source it considers appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from a third-party agency firm and proposals from the Shareholders with due consideration given to the criteria which include but are not limited to:
(i) diversity in the aspects, amongst others, of gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;
(ii) commitment for responsibilities of the Board in respect of available time and relevant interest;
(iii) qualifications, including accomplishment and experience in the relevant industries in which the Group’s business is involved;
(iv) independence of the INEDs;
(v) reputation for integrity;
(vi) potential contributions that the individual can bring to the Board; and
(vii) plan(s) in place for the orderly succession of the Board.
(c) The Nomination Committee may adopt any process it considers appropriate in evaluating the suitability of the candidates, such as interviews, background checks, presentations and third-party reference checks;
(d) The Nomination Committee will consider a broad range of candidates who are in and outside of the Board’s circle of contacts;
(e) Upon considering a candidate suitable for the directorship, the Nomination Committee will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment;
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LETTER FROM THE BOARD
(f) The Nomination Committee will provide the relevant information of the selected candidate to the Remuneration Committee for consideration of the remuneration package of such selected candidate;
(g) The Nomination Committee will thereafter make recommendation to the Board in relation to the proposed appointment, and where a non-executive Director is considered, the Remuneration Committee will make the recommendation to the Board on the policy and structure for the remuneration;
(h) The Board may arrange for the selected candidate to be interviewed by the members of the Board who are not members of the Nomination Committee and the Board will thereafter deliberate and decide the appointment as the case may be; and
(i) All appointment of Directors will be confirmed by the filing of the consent to act as Director of the relevant Director (or any other similar filings requiring the relevant Director to acknowledge or accept the appointment as Director, as the case may be) to be filed with the relevant regulatory authorities, if required.
Recommendations of the Nomination Committee
The Nomination Committee had, among other matters, evaluated the performance of Mr. Chan Yuk Pan, Mr. Chan Lung Pan and Ms. Du Qian and found their performance satisfactory.
The Board, upon the recommendation of the Nomination Committee, proposed that Mr. Chan Yuk Pan, Mr. Chan Lung Pan and Ms. Du Qian stand for re-election as Directors at the 2026 AGM. As a good corporate governance practice, Mr. Chan Yuk Pan, Mr. Chan Lung Pan and Ms. Du Qian will be abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the 2026 AGM.
The biographical details of Mr. Chan Yuk Pan, Mr. Chan Lung Pan and Ms. Du Qian are set out in Appendix II to this circular.
2026 AGM
The Company will convene the 2026 AGM at 20/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Friday, 5 June 2026 at 11:00 a.m., at which the resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the granting of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate, (iii) the re-election of the Retiring Directors. The notice convening the 2026 AGM is set out on pages 17 to 23 of this circular.
LETTER FROM THE BOARD
A form of proxy for use in connection with the 2026 AGM is enclosed with this circular and can also be downloaded from the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.blg.hk). If you are not able to or do not intend to attend the 2026 AGM in person and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event, not later than 48 hours before the time appointed for holding the 2026 AGM or its adjournment (as the case may be). Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the 2026 AGM or its adjournment he/she/it so wish. If the Shareholder attends and votes at the 2026 AGM, the instrument appointing the proxy will be deemed to have been revoked.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for entitlement to attend and vote at the Annual General Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Monday, 1 June 2026. The record date for determining the eligibility of the Shareholders to attend and vote at the AGM will be Friday, 5 June 2026.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, 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. Therefore, all resolutions to be proposed at the 2026 AGM and contained in the notice of the 2026 AGM will be voted by way of a poll by the Shareholders.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that (i) the granting of General Mandates to Issue Shares and the Repurchase Shares; (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate; and (iii) the re-election of the retiring Directors as set out in the notice of the 2026 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2026 AGM as set out in the notice of the 2026 AGM on pages 17 to 23 of this circular.
GENERAL
Your attention is drawn to the additional information set out in the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
For and on behalf of the Board
Best Linking Group Holdings Limited
Chan Yuk Pan
Chairman and Executive Director
APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, to provide the Shareholders with requisite information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate:
- SHAREHOLDERS' APPROVAL
All proposed repurchase of shares on the Stock Exchange by the Company must be approved in advance by the Shareholders by an ordinary resolution of the Company, either by way of a general mandate or by a specific approval to the Directors.
- REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS
Under the Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.
As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 800,000,000 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and assuming that no further Share will be issued and no Share will be repurchased and cancelled after the Latest Practicable Date and up to the date of passing such resolution at the 2026 AGM, the Directors would be authorized to exercise the power of the Company to repurchase up to a maximum of 80,000,000 Shares, representing 10% of the aggregate number of the issued Shares as at the date of passing the relevant resolution. The Repurchase Mandate will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
- REASONS FOR REPURCHASES
The Directors consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.
APPENDIX I
EXPLANATORY STATEMENT
5. FUNDING OF REPURCHASES
Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s funds legally available in accordance with the laws of the Cayman Islands and the Articles of Association for such purpose.
6. 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 or gearing position of the Company as compared with the position of the Company as disclosed in the audited consolidated financial statements for the Year contained in the Annual Report. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.
7. SHARE PRICES
The highest and lowest market prices at which the Shares had been traded on Exchange for the year ended 31 December 2025 and up to the Latest Practicable Date were as follows:
| Traded Price (HK$) | ||
|---|---|---|
| Highest | Lowest | |
| 2025 | ||
| January | 0.880 | 0.740 |
| February | 0.830 | 0.750 |
| March | 0.780 | 0.750 |
| April | 0.760 | 0.630 |
| May | 0.740 | 0.640 |
| June | 0.850 | 0.650 |
| July | 0.730 | 0.540 |
| August | 0.790 | 0.530 |
| September | 0.790 | 0.550 |
| October | 0.720 | 0.570 |
| November | 0.670 | 0.580 |
| December | 0.670 | 0.550 |
| 2026 | ||
| January | 0.630 | 0.520 |
| February | 0.680 | 0.500 |
| March | 0.830 | 0.580 |
| April (up to and including the Latest Practicable Date) | 1.180 | 0.760 |
APPENDIX I
EXPLANATORY STATEMENT
8. DIRECTORS AND THEIR CLOSE ASSOCIATES
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their respective close associate(s), has any present intention to sell to the Company or any member of the Group any of the Shares if the Repurchase Mandate is approved at the 2026 AGM.
9. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
10. EFFECT OF THE TAKEOVERS CODE
If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best knowledge and belief of the Directors, as at the Latest Practicable Date, C Centrum Limited (“C Centrum”) was beneficially interested in 600,000,000 Shares, representing 75% of the total number of issued Shares. C Centrum is beneficially owned as to 100% by Mr. Chan Yuk Pan (“Mr. YP Chan”), an executive Director and the Chairman. By virtue of the SFO, Mr. YP Chan is deemed to be interested in 600,000,000 Shares held by C Centrum, representing 75% of the total number of issued Shares. In the event that the Directors exercise in full the Repurchase Mandate, the interests in the Company of each of C Centrum and Mr. YP Chan would be increased to approximately 83.33% of the total number of the issued Shares and such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchase of Shares under the Repurchase Mandate.
Assuming that there is no further issue of Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate whether in whole or in part will result in the aggregate amount of the issued Shares in the public hands falling below the prescribed minimum percentage of 25% as required by the Listing Rules. The Directors confirm that the Repurchase Mandate will not be exercised to the extent as may result in the amount of the Shares held by the public being reduced to less than 25% of the issued Shares.
11. SHARES REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) since the Listing Date up to the Latest Practicable Date.
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The following are the biographical details of the Directors who are proposed to be re-elected in 2026 AGM.
Mr. Chan Yuk Pan (陳煜彬) (“Mr. YP Chan”)
Mr. YP Chan, aged 46, is the executive Director, chief executive officer and chairman of our Board, and one of the Controlling Shareholders (as defined under the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”)) of our Company. He is also the chairman of the Nomination Committee over the Board. Since 2007, Mr. YP Chan has been responsible for the overall management of our Group, including sales and business development as well as strategic planning. He was appointed director of Kyoei Corporation Limited, Kyoei Seiki Co., Limited and Best Linking in June 2007, August 2007 and December 2018 respectively and was appointed Director on 26 October 2018 and was redesignated as an executive Director on 12 March 2019.
Mr. YP Chan is an entrepreneur with over 18 years of operational experience. He was involved in the trading of machineries and spare parts in Hong Kong and manufacture and sales of spare parts in the PRC. After completing the advanced Japanese language course at the Japanese Language Institute of Sapporo in Sapporo, Japan in 2004, Mr. YP Chan worked as a sales and marketing executive in a company engaged in distribution and exportation of confectionery and related products from December 2004 to December 2005 in Sapporo, Japan, which enabled him not only to further his Japanese language skill, but also gave him the opportunity to develop his network within the Japanese business community. After returning to Hong Kong, starting from January 2006, Mr. YP Chan worked in South Wing Machinery Company Limited, a company which specialised in the trading of new and used construction machineries, with his last position as a sales and marketing executive and gained experience in the sale and supply of heavy duty equipment and parts industry. In September 2007, he founded Kyoei Seiki Co., Limited through Kyoei Corporation Limited which is principally engaged in the manufacturing and sales of slewing rings. Mr. YP Chan has then established and maintained business relationship with general wholesalers or traders of machineries or parts in Asia, USA, Europe and Japan and gained valuable experience in the manufacture and sale of spare parts for machineries.
Mr. YP Chan completed his Form 7 education in Avondale College in Auckland, New Zealand. From 1999 to 2002, Mr. YP Chan attended Auckland University of Technology and took courses in business computing, applied science and information technology. In March 2004, Mr. YP Chan obtained a certificate in advanced Japanese language course at the Japanese Language Institute of Sapporo in Sapporo, Japan.
Mr. YP Chan is the elder brother of Mr. LP Chan, who is also an executive Director of the Company.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Chan Lung Pan (陳龍彬) (“Mr. LP Chan”)
Mr. LP Chan, aged 44, was appointed an executive Director on 12 March 2019. He first joined our Group in November 2005 as director and shareholder of Kyoei Corporation Limited, an investment holding company incorporated in Hong Kong. Mr. LP Chan resigned from his directorship in Kyoei Corporation Limited in April 2011 to pursue other career development and rejoined our Company in March 2019 as an executive Director. He is also the chairman of the Corporate Governance Committee and a member of the Remuneration Committee of the Board. He is responsible for human resources management of our Group.
Mr. LP Chan has over 20 years of experience in procurement and management. He commenced his career in South Wing Machinery Company Limited, a company which specialised in the trading of new and used construction machineries, in September 2003 as a trainee. He was subsequently promoted to the post of purchase and sales manager from 1 April 2009 to 30 September 2011, being responsible for purchase management, inventory control, contract negotiations, department coordination and complaints handling. Between 1 January 2012 and 12 March 2019, Mr. LP Chan worked as a manager overseeing purchasing and human resources management at Pacific Infinity Resources Holdings Limited and was a consultant of the same company from 13 March 2019 to 12 April 2019.
Mr. LP Chan attended Avondale College in Auckland, New Zealand, where he was enrolled as an international student in Year 12 from February 1998 to November 1999. He obtained his school certificate from the New Zealand Qualifications Authority in New Zealand.
Mr. LP Chan is the youngest brother of Mr. YP Chan, who is also an executive Director of the Company.
Save as disclosed above, each of the above Directors:
(i) had not held any directorship in the last three years in any public company, the securities of which are listed on any securities market in Hong Kong or overseas; and
(ii) confirms with respect to him that as at the Latest Practicable Date: (a) he did not hold other positions in the Company or other members of the Group; (b) he did not have any relationship with any other Directors, senior management, substantial shareholder or controlling shareholder of the Company; and (c) he did not have any interests in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Ms. Du Qian (杜倩) (“Ms. Du”)
Ms. Du, aged 44, obtained a bachelor of laws degree from the Southwest Minzu University in the People's Republic of China (“Mainland China”) in 2003. She subsequently obtained two master of laws degrees from the Zhongnan University of Economics and Law in Mainland China and the Chinese University of Hong Kong in 2006 and 2015 respectively. She was admitted as a solicitor to practice law in the Mainland China in 2006, and is currently a practicing solicitor in the Mainland China. Ms. Du has 20 years of post-qualification experience in the legal profession. From 2006 to 2016, Ms. Du worked at DeHeng Law Offices (Shenzhen), with her last position as a senior associate. From 2016 to 2018, she worked at Sundial Law Firm as a partner. From 2018 to 2022, Ms. Du worked at AllBright Law Offices as a partner. Since 2022, Ms. Du has been a partner of Jia Yuan Law Offices.
Ms. Du has been a director of Hongyong Investment Limited and Wining Trading Limited since 30 June 2023 and 31 December 2021 respectively, and both of which are trading companies.
Save as disclosed above, at the Latest Practicable Date, Ms. Du did not hold any other directorship in listed public companies in Hong Kong or overseas during the past three years. As at the Latest Practicable Date, she did not hold any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Ms. Du is entitled to a director fee of HK$144,000 per annum.
Ms. Du has confirmed to the Board her independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules. She has no relationship with any Directors, senior management, substantial or controlling Shareholders of the Company. The Board is not aware of any circumstance that might influence Ms. Du in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director.
To the best of the knowledge, information and belief of the above Directors having made all reasonable enquiries, save as disclosed herein, there is no additional matter with respect to the appointment of the above Directors that needs to be brought to the attention of the Shareholders, and there is no additional information relating to the above Directors that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
BEST LINKING GROUP HOLDINGS LIMITED
永聯豐集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 9882)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Best Linking Group Holdings Limited (the "Company" and the "AGM", respectively) will be held at 20/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Friday, 5 June 2026 at 11:00 a.m. (or the adjournment thereof) for the following purposes:
ORDINARY BUSINESSES
- To consider and receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Directors") and of the independent auditor of the Company for the year ended 31 December 2025;
- To re-elect (i) Mr. Chan Yuk Pan and Mr. Chan Lung Pan as the executive directors of the Company, and (ii) Ms. Du Qian as the independent non-executive director of the Company;
- To authorise the board of directors of the Company to fix the remuneration of the directors of the Company for the year ending 31 December 2026;
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To re-appoint PricewaterhouseCoopers as the independent auditor of the Company and authorise the board of the directors of the Company to fix its remuneration;
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (c) of this resolution below and pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors of the Company (the “Directors”) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the “Shares”) or securities convertible into or exchangeable for Shares, or options or warrants, for similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which may require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles of Association”) in force from time to time, shall not exceed 20% of the aggregate number of the issued Shares as at the date of the passing of this resolution and such approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association, the Companies Act (as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and
(iii) the date on which the authority set out in this resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in a general meeting;
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other similar instruments giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (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 jurisdiction applicable to the Company or any recognised regulatory body or any stock exchange applicable to the Company).
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (b) of this resolution below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase the issued Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “Commission”) and the Stock Exchange for this purpose, subject to and in accordance with the Companies Act (as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws, the Code on Takeovers and Mergers and Share Buy-backs approved by the Commission and the requirements of the Listing Rules, be and is hereby generally and unconditionally approved;
(b) the aggregate number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution above shall be limited accordingly; and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association, the Companies Act (as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and
(iii) the date on which the authority set out in this resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in a general meeting.”
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
"THAT conditional upon resolutions numbered 5 and 6 set out in the notice convening this meeting (the "Notice") being passed, the general and unconditional mandate granted to the Directors pursuant to resolution numbered 5 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of the Shares repurchased under the authority granted pursuant to resolution numbered 6 set out in the Notice, provided that such amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing this resolution."
By order of the Board
Best Linking Group Holdings Limited
Chan Yuk Pan
Chairman and Executive Director
Hong Kong, 23 April 2026
Registered Office:
Cricket Square
Hutchins Drive
PO Box 2681, Grand Cayman
KY1-1111
Cayman Islands
Headquarters and Principal Place of Business in Hong Kong:
Unit 1119, 11/F, The Metropolis Tower
No. 10 Metropolis Drive,
Kowloon, Hong Kong
As at the date of this notice, the executive Directors are Mr. Chan Yuk Pan and Mr. Chan Lung Pan; and the independent non-executive Directors are Mr. Chan Wan Tsun Adrian Alan, Mr. Leung Wai Lim and Ms. Du Qian.
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
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Any member of the Company (the “Member”) entitled to attend and vote at the 2026 AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the 2026 AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.
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Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the 2026 AGM if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the 2026 AGM in person, the form of proxy will be deemed to have been revoked.
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In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed certified copy of such power or authority, at the office of the Company’s Hong Kong branch share registrar and transfer office, 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 2026 AGM or its adjournment (as the case may be).
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Closure of register of members for the 2026 AGM
For determining the entitlement of the Members to attend and vote at the 2026 AGM, the register of members of the Company (“Register of Members”) will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for entitlement to attend and vote at the Annual General Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Monday, 1 June 2026. The record date for determining the eligibility of the Shareholders to attend and vote at the AGM will be Friday, 5 June 2026.
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In relation to the proposed Resolution numbered 2 above, (i) Mr. Chan Yuk Pan and Mr. Chan Lung Pan will retire as executive Directors at the 2026 AGM and, being eligible, offer themselves for re-election, and (ii) Ms. Du Qian, who was appointed to fill a casual vacancy to the Board during the year, will hold office until the 2026 AGM and being eligible, offer herself for re-election. Details of the above Directors are set out in Appendix II to the Company’s circular dated 23 April 2026 (the “Circular”).
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In relation to the proposed Resolution numbered 4 above, the board of Directors (the “Board”) concurs with the views of the audit committee of the Board and has recommended that PricewaterhouseCoopers be re-appointed as the independent auditor of the Company.
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In relation to the proposed Resolution numbered 5 above, approval is being sought from the Members for the grant to the Directors of a general and unconditional mandate to exercise the power of the Company authorise the allotment and issue of Shares under the Listing Rules. The Directors have no immediate plans to issue any new Shares.
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In relation to the proposed Resolution numbered 6 above, the Directors wish to state that they will exercise the powers of the Company conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Company and the Members as a whole. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the Circular.
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NOTICE OF ANNUAL GENERAL MEETING
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In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this Notice will be decided by way of a poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
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Where there are joint holders of any Share, any one of such joint holders may vote at the 2026 AGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the 2026 AGM personally or by proxy, that one of such joint holders so present whose name stands first in the Register of Members in respect of the joint holding shall alone be entitled to vote in respect thereof.
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(a) Subject to paragraph (b) below, if a tropical cyclone typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is expected to be in force at any time between 7:00 a.m. and 5:00 p.m. on the date of the 2026 AGM, the 2026 AGM will be postponed and the Members will be informed of the date, time and venue of the postponed 2026 AGM by an announcement posted on the respective websites of the Company and the Stock Exchange.
(b) If a black rainstorm warning signal is cancelled at or before three hours before the time fixed for holding the 2026 AGM and where conditions permit, the 2026 AGM will be held as scheduled.
(c) The 2026 AGM will be held as scheduled when an amber or red rainstorm warning signal is in force.
(d) After considering their own situations, the Members should decide on their own as to whether they will attend the 2026 AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.
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The translation into Chinese language of this Notice is for reference only. In case of any inconsistency, the English version shall prevail.
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References to time and dates in this notice are to Hong Kong time and dates.
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