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Best Linking Group Holdings Ltd. — Proxy Solicitation & Information Statement 2026
Apr 23, 2026
51152_rns_2026-04-23_222ac499-78d9-4dc7-add6-cce58c501ba5.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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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
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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;
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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;
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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;
- 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
(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;
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(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).
- 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;
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(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.”
- 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.
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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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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