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BetterLife Holding Limited Proxy Solicitation & Information Statement 2025
51083_rns_2025-04-17_58126cad-7f91-4603-9727-9c324fcd6d93.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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in BetterLife Holding Limited, you should at once hand this circular, together with 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.
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.
BetterLife Holding Limited
百得利控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6909)
(1) PROPOSED DECLARATION OF FINAL DIVIDEND
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS
(3) PROPOSED RE-APPOINTMENT OF AUDITORS
(4) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
AND
(5) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of BetterLife Holding Limited to be held at No.143 The 4th West Wing North Road, Haidian District, Beijing 100143, PRC on Friday, May 30, 2025 at 10:00 a.m. is set out on pages 20 to 25 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 website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. by 10:00 a.m. on Wednesday, May 28, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and in such event, the proxy shall be deemed to be revoked.
April 17, 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
- Introduction ... 5
- Proposed Declaration of Final Dividend ... 5
- Proposed Re-election of Retiring Directors ... 5
- Proposed Re-Appointment of Auditors ... 6
- Proposed Granting of General Mandate to Issue Shares ... 7
- Proposed Granting of Repurchase Mandate to Repurchase Shares ... 7
- Closure of Register of Members ... 8
- Annual General Meeting and Proxy Arrangement ... 8
- Voting by way of Poll ... 9
- Responsibility Statement ... 9
- General Information ... 9
- Recommendation ... 9
APPENDIX I — Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting ... 10
APPENDIX II — Explanatory Statement on the Repurchase Mandate ... 15
Notice of Annual General Meeting ... 20
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held at No. 143 The 4th West Wing North Road, Haidian District, Beijing 100143, PRC on Friday, May 30, 2025 at 10:00 a.m., to approve the resolutions contained in the notice of the meeting which is set out on pages 20 to 25 of this circular, or any adjournment thereof
“Articles of Association” the articles of association of the Company, as amended from time to time
“Audit Committee” the audit committee of the Board
“Board” the board of Directors
“Chou Dynasty” Chou Dynasty Holding Co., Ltd, a company incorporated in the BVI with limited liabilities on April 17, 2018, owned by Red Dynasty as to 100% and a controlling Shareholder (as defined in the Listing Rules)
“Chou Family Trust” the Chou Family Trust established in Singapore on October 13, 2010 with Butterfield Trust (Asia) Limited as its trustee as of the Latest Practicable Date
“Companies Act” the Companies Act, Cap 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented and/or otherwise modified from time to time
“Company” BetterLife Holding Limited, a company incorporated under the laws of the Cayman Islands with limited liability, and the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)” the director(s) of the Company from time to time
“General Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with additional Shares (including sale or transfer of Treasury Shares, if any) not exceeding 20% of the total number of the Shares in issue (excluding Treasury Shares, if any) as at the date of passing of relevant resolution at the Annual General Meeting
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
- 1 -
DEFINITIONS
"Latest Practicable Date"
Tuesday, April 15, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Date"
July 15, 2021, being the date on which the Shares were listed on the Main Board of the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended or supplemented from time to time
"Nomination Committee"
the nomination committee of the Company
"PRC" or "China"
the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Red Dynasty"
Red Dynasty Investments Limited, a company incorporated in The Commonwealth of The Bahamas on September 22, 2010, and owned as to 100% by Greenview Nominees Ltd.
"Remuneration Committee"
the remuneration committee of the Company
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the total number of the Shares in issue (excluding Treasury Shares, if any) as at the date of passing the relevant resolution at the Annual General Meeting
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time
"Share(s)"
ordinary share(s) of HK$0.01 each in the issued capital of the Company
"Shareholder(s)"
shareholder(s) of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended from time to time
"Treasury Shares"
has the meaning ascribed to it under the Listing Rules
- 2 -
DEFINITIONS
“%” per cent
If there is any inconsistency between the Chinese names of entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of company or entity names in Chinese or another language which are marked with “*” is for identification purpose only.
- 3 -
LETTER FROM THE BOARD
BetterLife Holding Limited
百得利控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6909)
Executive Directors:
Mr. Chou Patrick Hsiao-Po (Chairman)
Ms. Sun Jing
Mr. Xu Tao
Ms. Li Dan
Independent non-executive Directors:
Mr. Liu Dengqing
Mr. Lou Sai Tong
Dr. Chu Fumin
Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Headquarters:
No. 1, Donghuan North Road
Beijing Economic and
Technological Development Area
Beijing, the PRC
Principal place of business
in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
April 17, 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED DECLARATION OF FINAL DIVIDEND
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS
(3) PROPOSED RE-APPOINTMENT OF AUDITORS
(4) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
AND
(5) NOTICE OF ANNUAL GENERAL MEETING
- 4 -
LETTER FROM THE BOARD
- INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Friday, May 30, 2025.
- PROPOSED DECLARATION OF FINAL DIVIDEND
The Board recommended a final dividend of RMB2.0 cents per Share in respect of the year ended December 31, 2024, totalling approximately RMB12.3 million, which is subject to the approval of the Shareholders at the Annual General Meeting. Such dividend will be distributed from share premium account of the Company.
The final dividend, if approved by the Shareholders at the Annual General Meeting, will be paid on or before Monday, June 30, 2025 to the Shareholders whose names appear on the register of members of the Company on Tuesday, June 10, 2025.
- PROPOSED RE-ELECTION OF RETIRING DIRECTORS
Pursuant to Article 84(1) of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not 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 annual general meeting at least once every three years. Pursuant to Article 84(2) of the Articles of Association, a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires and any Director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. 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 further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and 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.
According to Article 84 of the Articles of Association and code provision B.2.2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, Mr. Xu Tao, being an executive Director, and Mr. Liu Dengqing, being an independent non-executive Director; and pursuant to Article 83(3) of the Articles of Association, Mr. Chou Patrick Hsiao-Po and Ms. Li Dan, each being an executive Director, and Dr. Chu Fumin, being an independent non-executive Director, will hold office until the Annual General Meeting when they retire by rotation and, being eligible, offer themselves for re-election at the Annual General Meeting.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy as
LETTER FROM THE BOARD
well as the Company's corporate strategy. The Nomination Committee has recommended to the Board on re-election of Mr. Chou Patrick Hsiao-Po, Mr. Xu Tao and Ms. Li Dan, each being an executive Director, and Mr. Liu Dengqing and Dr. Chu Fumin, each being an independent non-executive Director, at the Annual General Meeting. As a good corporate governance practice, each of the retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the Annual General Meeting.
Mr. Liu Dengqing and Dr. Chu Fumin, each being an independent non-executive Director, possess vast experience in business management and corporate compliance, and diverse expertise through their involvement across businesses in different sectors, including assets appraisal, teaching and academic research in the field of criminal procedure law, judicial system, evidence system and corporate compliance. All the aforementioned Directors have consistently demonstrated strong commitment to their roles, and the ability to devote sufficient time to the Board to bring in fresh perspectives and provide constructive comments at Board and, where applicable, board committee meetings.
Each of Mr. Liu Dengqing and Dr. Chu Fumin has confirmed his independence pursuant to Rule 3.13 of the Listing Rules. During their tenure as independent non-executive Directors, none of them was involved in the daily management of the Company nor in any relationship or circumstances which would materially interfere with their exercise of independent judgement. The Nomination Committee considered each of them to be independent, and that each of them would continue to bring in fresh perspectives, objective insights and independent judgment to the Board as well as, where applicable, the board committees the Directors currently serve on.
The Board, having considered the recommendation of the Nomination Committee, is of the view that the diverse and invaluable knowledge, skill sets and experience of each of Mr. Liu Dengqing and Dr. Chu Fumin in the businesses of the Group and/or their general business acumen continue to generate significant contribution to the Company and the Shareholders as a whole. Mr. Liu Dengqing and Dr. Chu Fumin abstained from the discussion and voting at the Board meeting regarding their respective nominations.
The biographical details of the retiring Directors offering themselves for re-election at the Annual General Meeting are set out in Appendix I to this circular.
The procedures and process for the nomination of Directors are set out in the section headed "Corporate Governance Report" in the annual report of the Company for the year ended December 31, 2024.
4. PROPOSED RE-APPOINTMENT OF AUDITORS
SHINEWING (HK) CPA Limited will retire as the auditors of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment. The Board proposed to re-appoint SHINEWING (HK) CPA Limited as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
LETTER FROM THE BOARD
5. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares (including sale or transfer of Treasury Shares, if any), approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue Shares. An ordinary resolution numbered 5(A) will be proposed at the Annual General Meeting to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new shares (including sale or transfer of Treasury Shares, if any) in the share capital of the Company up to 20% of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the resolution in relation to the General Mandate. As at the Latest Practicable Date, there were 622,500,000 Shares in issue, with no Treasury Shares. Subject to the passing of the above ordinary resolution and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 124,500,000 Shares pursuant to the General Mandate.
In addition, subject to a separate approval of the ordinary resolution numbered 5(C), the number of Shares purchased by the Company under ordinary resolution numbered 5(B), if approved by the Shareholders at the Annual General Meeting, will also be added to extend the 20% limit of the General Mandate as mentioned in the ordinary resolution numbered 5(A) provided that such additional number shall not exceed 10% of the issued Shares (excluding Treasury Shares, if any) as at the date of the passing of the General Mandate and Repurchase Mandate.
6. PROPOSED GRANTING OF REPURCHASE MANDATE TO REPURCHASE SHARES
In addition, an ordinary resolution numbered 5(B) will be proposed at the Annual General Meeting to grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares (excluding Treasury Shares, if any) as at the date of the passing of the resolution in relation to the Repurchase Mandate. As at the Latest Practicable Date, there were 622,500,000 Shares in issue, with no Treasury Shares. Subject to the passing of the above resolution and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 62,250,000 Shares pursuant to the Repurchase Mandate.
An explanatory statement required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.
LETTER FROM THE BOARD
7. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, May 27, 2025 to Friday, May 30, 2025, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all share transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, May 26, 2025.
For determining the Shareholder’s entitlement to the proposed final dividend of the Company, the register of members of the Company will be closed from Thursday, June 5, 2025 to Tuesday, June 10, 2025 (both days inclusive). In order to qualify for the proposed final dividend (subject to the approval by Shareholders at the Annual General Meeting), unregistered holders of Shares shall lodge share transfer documents, together with relevant share certificates, with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at the abovementioned address for registration before 4:30 p.m. on Wednesday, June 4, 2025.
8. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 20 to 25 of this circular. Pursuant to Rule 13.39(4) of the Listing Rules and Article 66 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules. A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.blchina.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, May 28, 2025 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.
LETTER FROM THE BOARD
9. VOTING BY WAY OF POLL
Pursuant to the Articles of Association, a resolution put to the vote of a meeting shall be decided by way of a poll. It is also the requirement under Rule 13.39(4) of the Listing Rules that any vote of Shareholders at a general meeting must be taken by poll. Therefore, the chairman of the meeting will demand a poll for every resolution put to the vote at the Annual General Meeting, save that the chairman of the meeting may in good faith allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. To the best of the knowledge, information and belief of the Directors, none of the Shareholders are required to abstain from voting on any of the resolutions to be proposed at the Annual General Meeting. The Company will announce the results of the poll after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
10. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
11. GENERAL INFORMATION
Your attention is drawn to the additional information set out in Appendix I (Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting) and Appendix II (Explanatory Statement on the Repurchase Mandate) to this circular.
12. RECOMMENDATION
The Directors consider that the proposed declaration of final dividend, re-election of retiring Directors, re-appointment of auditors of the Company, granting of the General Mandate, the Repurchase Mandate and the extension of the General Mandate by adding to it the number of Shares repurchased pursuant to the Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
On behalf of the Board
BetterLife Holding Limited
Chou Patrick Hsiao-Po
Chairman
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are the details of the Directors who will retire, and, being eligible, offer themselves for re-election at the Annual General Meeting.
As at the Latest Practicable Date, each of the following Directors, save as disclosed herein, did not have any interest in Shares within the meaning of Part XV of the SFO.
Save as disclosed herein, none of the following Director holds any position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years.
In addition, save as disclosed herein, none of the following Director has any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.
Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
DIRECTORS CANDIDATES
Executive Directors
(1) Mr. Chou Patrick Hsiao-Po
Mr. Chou Patrick Hsiao-Po (周小波) ("Mr. Chou"), aged 56, is the founder of the Group and was appointed as a Director in May 2018. He was appointed as the chairman of the Board, the chief executive officer and re-designated as an executive Director in December 2020 and resigned his positions due to his personal endeavors in March 2024. He was appointed as the chairman of the Board and an executive Director in January 2025. Mr. Chou is responsible for the overall strategy and operation of the Group and served as a director of certain subsidiaries of the Group.
Mr. Chou is an entrepreneur and has accumulated over 25 years of experiences in the car dealing industry. He founded the Group in September 1998 and principally devoted his time and resources to the Group's development, particularly in the areas of business development and operational management.
Mr. Chou received education in Braunschweig, Germany in the 1980s and completed grade 10 education at Sidonienstraße school in 1987.
Mr. Chou has entered into a service contract with the Company for an initial term of three years commencing from January 1, 2025, subject to retirement by rotation and re-election at Annual General Meetings pursuant to the Articles of Association. Under the service contract, Mr. Chou is entitled to a remuneration of RMB1,000,000 per annum,
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
which is determined by the Board and the Remuneration Committee with reference to his background, responsibilities with the Company, the prevailing market conditions and the remuneration policy of the Company.
As at the Latest Practicable Date, 1,862,000 Shares were beneficially held by Mr. Chou, and 450,000,000 Shares were held by Chou Dynasty, which was owned by Red Dynasty Investments Limited (the “Red Dynasty”) as to 100%. Red Dynasty was wholly owned by Greenview Nominees Ltd., which was owned by The Bank of N.T. Butterfield & Son Limited as to 100% as nominee and trustee for Butterfield Trust (Asia) Limited as trustee of the Chou Family Trust since October 31, 2023. Therefore, Butterfield Trust (Asia) Limited is deemed to be interested in such Shares held by Chou Dynasty under the SFO and Mr. Chou, in his capacity as the protector and beneficiary of the Chou Family Trust, is deemed to be interested in such Shares and is the controlling Shareholder.
(2) Mr. Xu Tao
Mr. Xu Tao (徐濤) (“Mr. Xu”), aged 47, joined the Group in April 2008 and was appointed as an executive Director in January 2022 and the chief executive officer of the Company in March 2024. He also has been serving as the director of information operation in the Group since August 2023.
Mr. Xu has extensive experience in the automobile industry. Mr. Xu joined Beijing Haidian Mercedes-Benz operated by Beijing BetterLife Star Auto Sales Co., Ltd. (北京百得利之星汽車銷售有限公司) as a sales director in April 2008, and served as the general manager from May 2013 to April 2022. He served as the general manager of Beijing Yingzhibao Automobile Trading Co., Ltd (北京盈之寶汽車貿易有限公司) from May 2022 to July 2023.
Mr. Xu graduated from Beijing University of Technology with a bachelor’s degree in Automobile and Internal Combustion Engine in July 2000.
Mr. Xu entered into a service contract with the Company for an initial fixed term of three years commencing from January 1, 2022 and will automatically continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles of Association. Under the service contract, Mr. Xu is entitled to director’s fee of RMB2,000,000 per annum and discretionary bonus. Mr. Xu’s annual remuneration as the executive Director is determined by the Board (or the Remuneration Committee where applicable) based on his work performance, duties and responsibilities with the Company, the prevailing market rate and the remuneration policy of the Company.
As at the Latest Practicable Date, Mr. Xu had interests in 2,992,000 Shares representing approximately 0.48% of the issued Shares within the meaning of Part XV of the SFO.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
(3) Ms. Li Dan
Ms. Li Dan (李丹) (“Ms. Li”), aged 44, joined the Group in August 2020 and was appointed as an executive Director in October 2024. She also has been serving as the chief financial officer of the Group.
Ms. Li has approximately 21 years of experience in finance, accounting and auditing. Prior to joining the Group, Ms. Li serviced as a project manager in ShineWing Certified Public Accountants LLP (信永中和會計師事務所(特殊普通合夥)) from October 2005 to November 2010, an audit manager in PricewaterhouseCoopers Zhongtian LLP (普華永道中天會計師事務所(特殊普通合夥)) from December 2010 to July 2015, a vice president and director of Beijing GAMEBAR Entertainment Technology Co., Ltd. (北京網元聖唐娛樂科技有限公司) from August 2015 to February 2018 and the chief financial officer in Beijing Xingyuan Automobile Information Technology Co., Ltd. (北京行圓汽車信息技術有限公司) from February 2018 to January 2020.
Ms. Li graduated from Northern Jiaotong University (北方交通大學) (now known as Beijing Jiaotong University (北京交通大學)) in Beijing with a bachelor's degree in economic management in July 2003. Ms. Li is qualified as a certified public accountant in China.
Ms. Li has entered into a service contract with the Company for an initial term of three years commencing from October 1, 2024, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles of Association. Under the service contract, Ms. Li is entitled to a remuneration of RMB1,140,000 per annum, which is determined by the Board and the Remuneration Committee with reference to her background, responsibilities with the Company, the prevailing market conditions and the remuneration policy of the Company.
As at the Latest Practicable Date, Ms. Li had interests in 1,683,000 Shares representing approximately 0.27% of the issued Shares within the meaning of Part XV of the SFO.
Independent non-executive Directors
(4) Mr. Liu Dengqing
Mr. Liu Dengqing (劉登清) (“Mr. Liu”), aged 54, was appointed as an independent non-executive Director in December 2020 and is responsible for providing independent opinion and judgment to the Board.
Mr. Liu is the director, president and chief executive officer of China Enterprise Appraisals Consultation Co., Ltd.* (北京中企華資產評估有限責任公司). Mr. Liu also serves as a project appraisal expert of financial institution state assets appraisal project of the MoF. Since November 2018, he has served as a part-time professor of the School of Public Finance and Taxation and a researcher of the Research Institute of Asset Appraisals of the Central University of Finance and Economics. Mr. Liu served as a member of the 1st ChiNext Listing Committee of the Shenzhen Stock Exchange from 2020 to 2023.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Liu has served as an independent director of Dongfang Electric Co., Ltd. (東方電氣股份有限公司) (stock code: 1072.HK and 600875.SH) from June 2018 to June 2024; an independent director of Polaris Bay Group Co., Ltd. (華創雲信數字技術股份有限公司) (formerly known as Polaris Bay Group Co., Ltd. (華創陽安股份有限公司)) (stock code: 600155.SH) from December 2016 to April 2023.
Mr. Liu has extensive experience in assets appraisal and he is a mineral rights valuer (礦業權評估師) recognized by the Chinese Association of Mineral Resources Appraisers (中國礦業權評估師協會) and is a registered real estate appraiser (註冊房地產估價師) recognized by the Ministry of Housing and Urban-Rural Development of the PRC (中華人民共和國住房和城鄉建設部). He is also a certified asset appraiser (資產評估師) recognized by China Appraisal Society (中國資產評估協會).
Mr. Liu obtained a doctorate degree in management studies from Tsinghua University in the PRC in 1999, a master's degree in engineering from Shanghai Jiao Tong University in the PRC in 1995 and a bachelor's degree in Industrial Management and Engineering from Beijing Institute of Technology in the PRC in 1992.
Mr. Liu has entered into an appointment letter with the Company for an initial fixed term of one year commencing from the Listing Date and will automatically continue for another one year thereafter until terminated by not less than three months' notice in writing served by him or by notice in writing serviced by the Company, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles of Association. Under the appointment letter, Mr. Liu is entitled to director's fee of RMB306,000 per annum. Mr. Liu's annual remuneration as an independent non-executive Director is determined by the Board (or the Remuneration Committee where applicable) based on his work performance, duties and responsibilities with the Company, the prevailing market rate and the remuneration policy of the Company.
(5) Dr. Chu Fumin
Dr. Chu Fumin (褚福民) ("Dr. Chu"), aged 46, was appointed as an independent non-executive Director in October 2024 and is responsible for providing independent opinion and judgment to the Board.
Dr. Chu is primarily engaged in teaching and academic research in the fields of criminal procedure law, judicial system, evidence system and corporate compliance. Since July 2010, Dr. Chu worked in the Institute of Evidence Science of China University of Political Science and Law (中國政法大學證據科學研究院) where he has served as a master's degree instructor since July 2013; the deputy professor since July 2013; the manager of the Institute of the Law of Evidence since September 2013; the secretary of the Party branch since September 2013; and since July 2017, the person-in-charge of the international exchange affairs of the Institute of Evidence Science of China University of Political Science and Law (中國政法大學證據科學研究院). He currently serves as the deputy chief editor of the "Report on the Development of the Rule of Law on Evidence in China (《中國證據法治發展報告》)" and the specific person-in-charge of the China judicial civilization index project.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Dr. Chu graduated from the Law School of Yantai University (煙台大學) in the PRC with a bachelor's degree in law in July 2001 and the Law School of Peking University (北京大學) in the PRC with a master's degree in law in July 2006. Dr. Chu obtained a doctorate in law from the Law School of Peking University (北京大學) in the PRC in July 2010.
Dr. Chu has entered into an appointment letter with the Company for an initial term of one year commencing from October 1, 2024, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles of Association. Under the appointment letter, Dr. Chu is entitled to a remuneration of RMB240,000 per annum, which is determined by the Board and the Remuneration Committee with reference to his background, responsibilities with the Company, the prevailing market rate and the remuneration policy of the Company.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following serves as an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for 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.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 622,500,000 Shares, with no Treasury Shares.
Subject to the passing of the ordinary resolution set out in resolution number 5(B) of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 622,500,000 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 62,250,000 Shares, representing 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the Annual General Meeting.
2. REASONS FOR SHARE REPURCHASES
The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.
Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
3. INTENTION STATEMENT REGARDING REPURCHASED SHARES
Subject to the applicable requirements under the Listing Rules, the Companies Act and the Articles of Association, the Company may cancel the repurchased Shares following settlement of any such repurchase or hold them as Treasury Shares, subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases.
To the extent that any Treasury Shares are deposited with Central Clearing and Settlement System ("CCASS") pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as Treasury Shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
4. FUNDING OF REPURCHASES
Share repurchases pursuant to the Repurchase Mandate would be funded out of funds legally available for such purposes in accordance with the Company's memorandum of association, Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be. Subject to the foregoing, any repurchases by the Company may be made out of profits of the Company, out of the Company's share premium account, out of proceeds of a new issue of Shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Act, out of capital. Any amount of premium payable on the purchase over the par value of the Shares to be repurchased must be paid out of profits of the Company or from sums standing to the credit of the Company's share premium account or, if authorized by the Articles of Association and subject to the Companies Act, out of capital.
5. IMPACT OF REPURCHASES
There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended December 31, 2024) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
6. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous twelve months, up to and including the Latest Practicable Date were as follows:
| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.850 | 0.405 |
| May | 0.930 | 0.600 |
| June | 0.950 | 0.730 |
| July | 0.900 | 0.710 |
| August | 0.890 | 0.580 |
| September | 1.100 | 0.490 |
| October | 1.100 | 0.780 |
| November | 0.950 | 0.750 |
| December | 1.000 | 0.750 |
| 2025 | | |
| January | 1.100 | 0.800 |
| February | 0.830 | 0.670 |
| March | 0.870 | 0.530 |
| April (up to the Latest Practicable Date) | 0.690 | 0.520 |
7. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders. The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands.
The Directors have confirmed that neither the explanatory statement set out in Appendix II to this circular nor the proposed share repurchase has unusual features.
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
8. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following Shareholders were directly or indirectly interested in 10% or more of the number of issued Shares that carry a right to vote in all circumstances at general meetings of the Company:
| Name of Shareholders | Nature of interest | Number of Shares held | Approximate percentage (%) of issued share capital as at Latest Practicable Date | Approximate percentage (%) of issued share capital if the Repurchase Mandate is fully exercised |
|---|---|---|---|---|
| Mr. Chou Patrick Hsiao-Po^{(Note 1)} | Protector and beneficiary of a discretionary trust | 450,000,000 | 72.29% | 80.32% |
| Beneficial owner | 1,862,000 | 0.30% | 0.33% | |
| Chou Dynasty^{(Note 1)} | Beneficial owner | 450,000,000 | 72.29% | 80.32% |
| Red Dynasty^{(Note 1)} | Interest in a controlled corporation | 450,000,000 | 72.29% | 80.32% |
| Butterfield Trust (Asia) Limited^{(Note 1)} | Trustee | 450,000,000 | 72.29% | 80.32% |
Note:
(1) The 450,000,000 Shares were held by Chou Dynasty, which was owned by Red Dynasty as to 100%. Red Dynasty was wholly owned by Greenview Nominees Ltd., which was owned by The Bank of N.T. Butterfield & Son Limited as to 100% as nominee and trustee for Butterfield Trust (Asia) Limited as trustee of the Chou Family Trust since October 31, 2023. Therefore, Butterfield Trust (Asia) Limited is deemed to be interested in such Shares held by Chou Dynasty under the SFO and Mr. Chou Patrick Hsiao-Po, in his capacity as the protector and beneficiary of the Chou Family Trust, is deemed to be interested in such Shares under the SFO.
In the event that the Directors exercised in full the power to repurchase Shares in accordance with the terms of the ordinary resolution numbered 5(B) to be proposed at the Annual General Meeting, the aforesaid interests of the abovementioned substantial Shareholders in the issued share capital of the Company would be proportionally increased as set out above.
The Directors consider that such increase in shareholding would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not have intention to repurchase Shares which would result in the public float to fall below the prescribed minimum percentage.
- REPURCHASE OF SHARES MADE BY THE COMPANY
During the year ended December 31, 2024 and up to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
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NOTICE OF ANNUAL GENERAL MEETING
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.
BetterLife Holding Limited
百得利控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6909)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of BetterLife Holding Limited (the "Company") will be held at No. 143 The 4th West Wing North Road, Haidian District, Beijing 100143, PRC on Friday, May 30, 2025 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors (the "Director(s)") and auditor of the Company for the year ended December 31, 2024.
- To declare a final dividend of RMB2.0 cents per ordinary share in respect of the year ended December 31, 2024 out of the share premium account of the Company.
- (a) To re-elect Mr. Chou Patrick Hsiao-Po as an executive Director;
(b) To re-elect Mr. Xu Tao as an executive Director;
(c) To re-elect Ms. Li Dan as an executive Director;
(d) To re-elect Mr. Liu Dengqing as an independent non-executive Director;
(e) To re-elect Dr. Chu Fumin as an independent non-executive Director; and
(f) To authorize the board of Directors (the "Board") to fix the respective Directors' remuneration. - To re-appoint SHINEWING (HK) CPA Limited as auditor of the Company and to authorize the Board to fix their remuneration.
NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass (with or without modification) the following resolutions as ordinary resolutions:
(A) “THAT:
(i) subject to paragraph (iii) below, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares (including sale or transfer of treasury shares, if any) in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of shares allotted shares (including sale or transfer of treasury shares, if any) or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution and the said approval shall be limited accordingly;
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NOTICE OF ANNUAL GENERAL MEETING
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable laws of the Cayman Islands or the articles of association of the Company; or
(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
(b) “Rights Issue” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their 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 exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).
(B) “THAT:
(i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(ii) the aggregate number of shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable laws of the Cayman Islands or the articles of association of the Company to be held; or
(c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”
(C) “THAT conditional upon the resolutions numbered 5(A) and 5(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional shares (including sale or transfer of treasury shares, if any) of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 5(A) set out in the notice convening this meeting be and is hereby extended by the addition thereto of such number of shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 5(B) set out in the notice convening this meeting, provided that such amount of shares of the Company shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of the said resolutions.”
By order of the Board
BetterLife Holding Limited
Chou Patrick Hsiao-Po
Chairman
Hong Kong, April 17, 2025
NOTICE OF ANNUAL GENERAL MEETING
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Headquarters:
No. 1,
Donghuan North Road
Beijing Economic
and Technological
Development Area
Beijing, the PRC
Principal place of business
in Hong Kong:
40th Floor
Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
Notes:
-
All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
-
Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company.
If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
-
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting of the Company (i.e. no later than 10:00 a.m. on Wednesday, May 28, 2025 (Hong Kong time)) or any adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
For the purpose of determining the entitlement of shareholders to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, May 27, 2025 to Friday, May 30, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to eligible to attend and vote at the meeting, all share transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, May 26, 2025.
In the event that the Annual General Meeting is adjourned to a date later than Friday, May 30, 2025 because of bad weather or other reasons, the book closure period and record date for determination of entitlement to attend and vote at the above meeting will remain the same as stated above.
-
The register of members of the Company will be closed from Thursday, June 5, 2025 to Tuesday, June 10, 2025, both days inclusive, in order to determine the entitlement of shareholders to receive the final dividend of the Company, during which period no share transfers will be registered. To qualify for the final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, June 4, 2025.
-
24 -
NOTICE OF ANNUAL GENERAL MEETING
-
Where there are joint holders of any shares carrying voting rights, any one of such joint holders may vote, either in person 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 any meeting the vote of the most senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names of the joint holders appear in the register of members of the Company in respect of the joint holding.
-
A circular containing resolutions nos. 2 to 5 set out in the above notice will be sent to all shareholders of the Company together with the annual report of the Company for the year ended December 31, 2024.
-
In the case of any inconsistency between the Chinese translation and the English text hereof, the English text shall prevail.
As at the date of this notice, the executive Directors are Mr. Chou Patrick Hsiao-Po, Ms. Sun Jing, Mr. Xu Tao and Ms. Li Dan; and the independent non-executive Directors are Mr. Liu Dengqing, Mr. Lou Sai Tong and Dr. Chu Fumin.
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