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CCIAM Future Energy Limited Proxy Solicitation & Information Statement 2025
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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 Tai Sang Land Development Limited, you should at once hand this circular and the accompanying proxy form 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.
大生地產發展有限公司
TAI SANG LAND DEVELOPMENT LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 89)
PROPOSALS FOR
GENERAL MANDATES TO BUY BACK SHARES
AND TO ISSUE SHARES
AND RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of Tai Sang Land Development Limited (the "Company") to be held at Arca Assembly, 2/F., the Arca, 43 Heung Yip Road, Wong Chuk Hang, Hong Kong at 3:00 p.m. on Monday, 19th May 2025 is set out on pages 15 to 18 of this circular.
Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours (excluding any part of a day that is a public holiday) before the time fixed for the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
There will be NO distribution of gifts or service of refreshment at the Annual General Meeting.
16th April 2025
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
- Introduction 3
- General Mandate to Buy Back Shares 4
- General Mandate to Issue Shares 4
- Re-election of Retiring Directors 4
- Annual General Meeting 5
- Voting by Way of Poll 5
- Recommendation 6
APPENDIX I - EXPLANATORY STATEMENT ON BUY-BACK PROPOSAL 7
APPENDIX II - DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION 11
NOTICE OF ANNUAL GENERAL MEETING 15
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"AGM Notice"
the notice dated 16th April 2025 convening the AGM as set out on pages 15 to 18 of this circular
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at Arca Assembly, 2/F., the Arca, 43 Heung Yip Road, Wong Chuk Hang, Hong Kong on Monday, 19th May 2025 at 3:00 p.m. or any adjournment thereof
"Articles of Association"
the articles of association of the Company, as amended and/or restated from time to time
"Board"
the board of Directors (as constituted from time to time)
"Buy-back Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the powers of the Company to buy back Shares during the Relevant Period as defined in the ordinary resolution no. 5(1) set out in the AGM Notice up to 10% of the total number of Shares in issue at the date of passing the ordinary resolution no. 5(1)
"Companies Ordinance"
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Company"
Tai Sang Land Development Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange
"Director(s)"
director(s) of the Company
"Hong Kong"
the Hong Kong Special Administrative Region of The People's Republic of China
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the powers of the Company to issue Shares during the Relevant Period as defined in the ordinary resolution no. 5(2) set out in the AGM Notice up to 20% of the total number of Shares in issue at the date of passing the ordinary resolution no. 5(2)
"Latest Practicable Date"
7th April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
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DEFINITIONS
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
|---|---|
| “Nomination Committee” | the nomination committee of the Company |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time |
| “Shareholders” | holders of Shares |
| “Shares” | share(s) in the capital of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “%” | per cent. |
– 2 –
LETTER FROM THE BOARD
大生地產發展有限公司
TAI SANG LAND DEVELOPMENT LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 89)
Directors:
William Ma Ching Wai (Chairman and Chief Executive)
Patrick Ma Ching Hang (Deputy Chairman)
Philip Ma Ching Yeung (Deputy Chairman)
Alfred Ma Ching Kuen (Managing Director)
Amy Ma Ching Sau (Managing Director)
Edward Cheung Wing Yui
Kevin Chau Kwok Fun
Yiu Kei Chung
Aaron Tan Leng Cheng
Ho Chi Keung*
- Non-executive Director
** Independent non-executive Director
Registered Office:
15th Floor, TS Tower,
43 Heung Yip Road,
Wong Chuk Hang,
Hong Kong
16th April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
GENERAL MANDATES TO BUY BACK SHARES
AND TO ISSUE SHARES
AND RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information regarding the proposed general mandates to buy back Shares and to issue Shares and re-election of retiring Directors, and to seek the Shareholders' approval at the AGM in connection with the grant of the relevant general mandates and re-election of retiring Directors.
LETTER FROM THE BOARD
2. GENERAL MANDATE TO BUY BACK SHARES
At the annual general meeting of the Company held on 24th May 2024, a general mandate was given to the Directors to exercise the powers of the Company to buy back Shares up to a maximum of 10 per cent. of the total number of Shares in issue as at the date of passing the relevant ordinary resolution. Such mandate will lapse at the conclusion of the AGM unless renewed at a general meeting of the Shareholders. An ordinary resolution will therefore be proposed at the AGM to approve a general mandate to authorise the Company to buy back Shares.
Your attention is drawn to ordinary resolution no. 5(1) set out in the AGM Notice. Such ordinary resolution proposes to give a general and unconditional mandate to the Directors to exercise the powers of the Company to buy back during the Relevant Period (as defined in ordinary resolution no. 5(1) set out in the AGM Notice) Shares not exceeding 10 per cent. of the total number of Shares in issue at the date of passing the ordinary resolution no. 5(1).
An explanatory statement, as required under the Listing Rules to provide the requisite information regarding the Buy-back Mandate, is set out in the Appendix I of this circular.
3. GENERAL MANDATE TO ISSUE SHARES
At the AGM, an ordinary resolution will also be proposed that the Directors be given a general and unconditional mandate to issue during the Relevant Period (as defined in ordinary resolution no. 5(2) set out in the AGM Notice) Shares representing up to 20 per cent. of the total number of Shares in issue at the date of passing the ordinary resolution no. 5(2) (i.e. not exceeding 57,533,935 Shares based on 20 per cent. of the total number of Shares in issue of 287,669,676 as at the Latest Practicable Date and assuming that such number of Shares in issue remains the same at the date of passing the ordinary resolution no. 5(2)). In addition, an ordinary resolution (ordinary resolution no. 5(3) set out in the AGM Notice) will be proposed to extend the Issue Mandate which would increase the limit of the Issue Mandate by adding to it the number of Shares bought back under the Buy-back Mandate.
4. RE-ELECTION OF RETIRING DIRECTORS
Pursuant to Article 103(A) of the Articles of Association, Mr. Patrick Ma Ching Hang, Ms. Amy Ma Ching Sau, Mr. Edward Cheung Wing Yui and Mr. Yiu Kei Chung shall retire by rotation, and being eligible, offered themselves for re-election at the AGM. Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II of this circular.
The Company has received from each of the independent non-executive Directors an annual written confirmation of independence. The Nomination Committee has assessed the independence of all independent non-executive Directors and affirmed that they have met the independence criteria set out in Rule 3.13 of the Listing Rules and remain independent.
LETTER FROM THE BOARD
The Nomination Committee, having reviewed the Board's composition, nominated Mr. Patrick Ma Ching Hang, Ms. Amy Ma Ching Sau, Mr. Edward Cheung Wing Yui and Mr. Yiu Kei Chung to the Board for it to recommend to Shareholders for re-election at the AGM. The Nomination Committee has considered the background, skills, knowledge and experience of these retiring directors having regard to the nomination policy of the Company and the objective criteria (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service), with due regard for the benefits of diversity as set out in the Company's board diversity policy.
Mr. Yiu, being an independent non-executive Directors for more than 9 years, has given to the Company an annual written confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Mr. Yiu has not engaged in any executive management of the Company's group. Taking into consideration of his independent scope of works in the past years, the Nomination Committee considers that the long service of Mr. Yiu would not affect his exercise of independent judgement and is satisfied that Mr. Yiu has the required character, integrity and experience to continue fulfilling the role of independent non-executive Director. The Board also considers that Mr. Yiu to be independent and believes his valuable knowledge and experience will continue to contribute to the Board.
The Board, taking into account Mr. Patrick Ma, Ms. Amy Ma, Mr. Edward Cheung and Mr. Yiu's respective contributions to the Board and their commitment to their roles, accepted the recommendation from the Nomination Committee and recommends to the Shareholders the proposed re-election of Mr. Patrick Ma Ching Hang, Ms. Amy Ma Ching Sau, Mr. Edward Cheung Wing Yui and Mr. Yiu Kei Chung at the AGM.
5. ANNUAL GENERAL MEETING
At the AGM, resolutions will be proposed to the Shareholders including re-election of retiring Directors, the Buy-back Mandate, the Issue Mandate and the extension of the Issue Mandate.
The AGM Notice is set out on pages 15 to 18 of this circular. A proxy form for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete the accompanying proxy form in accordance with the instruction printed thereon and return the same to the Company's Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours (excluding any part of a day that is a public holiday) before the time of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the AGM or any adjournment thereof if they so wish.
6. VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
LETTER FROM THE BOARD
7. RECOMMENDATION
The Directors believe that the Buy-back Mandate, the Issue Mandate, the extension of the Issue Mandate and re-election of retiring Directors are in the best interest of the Company and its Shareholders as a whole and accordingly the Directors recommend Shareholders to vote in favour of such resolutions to be proposed at the AGM.
Yours faithfully,
For and on behalf of the Board
William MA Ching Wai
Chairman
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APPENDIX I
EXPLANATORY STATEMENT ON BUY-BACK PROPOSAL
This Appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide requisite information to Shareholders for their consideration of the proposal to permit the buy-back of Shares not exceeding 10 per cent. of the total number of Shares in issue at the date of passing the ordinary resolution no. 5(1). Neither this explanatory statement nor the proposed Share buy-back has any unusual features.
This Appendix also constitutes the memorandum as required under Section 239(2) of the Companies Ordinance.
- Listing Rules
The Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
(a) Source of funds
Such buy-back must be made out of funds which are legally available for such purpose in accordance with the company's constitutional documents and the laws of Hong Kong.
(b) Maximum number of shares to be bought back
The shares proposed to be bought back by a company must be fully paid up. A maximum of 10 per cent. of the total number of shares of a company in issue as at the date of passing the relevant resolution approving the buy-back mandate may be bought back on the Stock Exchange.
(c) Shareholders' approval
The Listing Rules provide that all proposed on-market buy-back of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such buy-back.
- Shares
As at the Latest Practicable Date, the total number of Shares in issue was 287,669,676 Shares.
Subject to the passing of ordinary resolution no. 5(1) set out in the AGM Notice and on the basis that no further Shares are issued or bought back prior to the AGM, the Company would be allowed under the Buy-back Mandate to buy back Shares up to the limit of 28,766,967 Shares representing 10 per cent. of the total number of Shares in issue at the Latest Practicable date.
- Reasons for Buy-back
The Directors believe that the Buy-back Mandate affords the Company the flexibility and ability in pursuing the best interests for the Company and its Shareholders. Such buy-backs may, depending on market conditions and funding arrangements at the time, be beneficial to the Shareholders by enhancing
APPENDIX I
EXPLANATORY STATEMENT ON BUY-BACK PROPOSAL
the Company's net assets and/or its earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and its Shareholders as a whole. The Directors have no immediate plans to buy back Shares under the Buy-back Mandate.
4. Funding of Buy-back
In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the Laws of Hong Kong (including the Companies Ordinance and the Listing Rules). Under the Companies Ordinance, payment in respect of a Share buy-back may be made out of the Company's distributable profits and/or out of the proceeds of a new issue of Shares made for the purpose of the buy-back. The Directors propose that such buy-back of Shares would be appropriately financed by the Company's internal resources and/or available banking facilities.
5. Impact of Buy-back
There might be material adverse impact on the working capital or gearing levels of the Company (as compared with the position disclosed in its most recent published audited financial statements) in the event that the Buy-back Mandate was to be exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company.
6. Share Prices
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the printing of this circular were as follows:
| Shares | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| April, 2024 | 2.100 | 1.950 |
| May, 2024 | 2.400 | 1.960 |
| June, 2024 | 2.300 | 2.030 |
| July, 2024 | 2.260 | 2.060 |
| August, 2024 | 2.210 | 2.060 |
| September, 2024 | 2.190 | 1.980 |
| October, 2024 | 2.300 | 2.000 |
| November, 2024 | 2.060 | 1.800 |
| December, 2024 | 1.920 | 1.710 |
| January, 2025 | 1.980 | 1.600 |
| February, 2025 | 1.800 | 1.650 |
| March, 2025 | 1.800 | 1.660 |
| April, 2025 (Up to the Latest Practicable Date) | 1.720 | 1.630 |
APPENDIX I
EXPLANATORY STATEMENT ON BUY-BACK PROPOSAL
7. Confirmation
The Directors will exercise the power of the Company to make buy-back pursuant to the Buy-back Mandate in accordance with the Listing Rules and the Laws of Hong Kong.
8. Directors' Dealings and Core Connected Persons
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Buy-back Mandate if the same is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Buy-back Mandate is approved by the Shareholders.
9. Takeovers Code
If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers to buy back Shares pursuant to the Buy-back Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, Mr. William Ma Ching Wai was taken to be interested in 164,744,839 Shares representing approximately 57.3 per cent. of the total number of Shares in issue. In the event that the Directors exercise in full the power to buy back Shares under the Buy-back Mandate, then (if the present shareholdings remain the same) the attributable shareholding of Mr. William Ma Ching Wai in the Company will be increased to approximately 63.6 per cent. of the total number of Shares in issue. In the event that the Directors exercise in full the power to buy back Shares pursuant to the Buy-back Mandate, an obligation to make a general offer to Shareholders under Rules 26 and 32 of the Takeovers Code will not arise. Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any buy-back made under the Buy-back Mandate.
The Directors have no present intention to exercise the power to buy back Shares pursuant to the Buy-back Mandate to such an extent as to result in the number of Shares in issue held by the public being reduced to less than 25 per cent. of the total number of Shares in issue.
10. Share Buy-back made by the Company
The Company has not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date.
APPENDIX I
EXPLANATORY STATEMENT ON BUY-BACK PROPOSAL
11. Status of Bought-back Shares
The new amendments to the Companies Ordinance which allow Hong Kong incorporated listed companies to hold and resell its treasury shares will commence operation on 17th April 2025. If the Company buys back any Shares pursuant to the Buy-back Mandate, the Company may cancel the Shares following settlement of any such buy-back or hold the Shares as treasury shares after taking into account, among others, market conditions and its capital management needs at the relevant time of the buy-back. If the Company holds treasury shares, any resale of such treasury shares will be subject to the proposed Issue Mandate and made in accordance with the Listing Rules and applicable laws and regulations of Hong Kong.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Patrick Ma Ching Hang, BBS, JP
Mr. Patrick Ma Ching Hang, aged 66, joined the Company and appointed a Director of the Company in 1981 and appointed the Deputy Chairman of the Board in 2005. He is a director of certain subsidiaries of the Company. He received a Bachelor Degree of Science in Economics from Wharton School of Business of the University of Pennsylvania. He is currently a director and a shareholder of Kam Chan & Company, Limited which is a controlling shareholder of the Company, and the chairman of the board of directors of Tai Sang Bank Limited. He is also a vice president of Hong Kong Chiu Chow Chamber of Commerce and a director of Federation of Hong Kong Chiu Chow Community Organizations Limited.
Mr. Ma is a member of The Chinese University of Hong Kong – C.W. Chu College Committee of Overseers and a member of Honorary Court of Lingnan University. He was the chairman of the 2008/2009 Board of Directors of Tung Wah Group of Hospitals.
Mr. Ma was awarded the Bronze Bauhinia Star medal in 2009 and the Justice of Peace in 2011. He was also conferred the honour of Chevalier de l'Ordre National du Mérite in 2010.
Save as disclosed above, Mr. Ma did not hold any other directorships in other Hong Kong or overseas listed public companies in the last three years, or any other position with the Company or other members of the Company's group.
Mr. Ma is the younger brother of Mr. William Ma Ching Wai, Mr. Alfred Ma Ching Kuen, Ms. Amy Ma Ching Sau and Ms. Katy Ma Ching Man, and the elder brother of Mr. Philip Ma Ching Yeung. Save as disclosed above, Mr. Ma is and was not connected with any Directors, senior management or substantial or controlling Shareholders of the Company.
As at the Latest Practicable Date, Mr. Ma has interest in 8,778,269 Shares within the meaning of Part XV of the SFO.
There is no service contract between the Company and Mr. Ma. He has no fixed term of service with the Company and will be subject to retirement by rotation and re-election at the Company's annual general meetings in accordance with Article 103(A) of the Articles of Association. There is no agreement on the amount of the remuneration payable to Mr. Ma. The director's fee payable to Mr. Ma is determined by Shareholders in annual general meeting. Mr. Ma received director's fee of HK$23,000 for the year ended 31st December 2024 which was determined by Shareholders in the annual general meeting of the Company held on 24th May 2024 and other remuneration of HK$6,125,000 for the year ended 31st December 2024 which was determined by reference to his duties and responsibilities with the Group, his performance and operating results of the Company.
Save as disclosed above, Mr. Ma has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Ms. Amy Ma Ching Sau
Ms. Amy Ma Ching Sau, aged 74, joined the Company and appointed a Director of the Company in 1974 and appointed a Managing Director of the Company in 1991. She is a member of the Remuneration Committee of the Company and a director of certain subsidiaries of the Company. She holds a Bachelor Degree of Science in Home Economic and is currently a director and a shareholder of Kam Chan & Company, Limited which is a controlling shareholder of the Company, and an alternate director of Tai Sang Bank Limited.
Save as disclosed above, Ms. Ma did not hold any other directorships in other Hong Kong or overseas listed public companies in the last three years, or any other position with the Company or other members of the Company's group.
Ms. Ma is the elder sister of Mr. William Ma Ching Wai, Mr. Patrick Ma Ching Hang, Mr. Alfred Ma Ching Kuen and Mr. Philip Ma Ching Yeung, and the younger sister of Ms. Katy Ma Ching Man. Save as disclosed above, Ms. Ma is and was not connected with any Directors, senior management or substantial or controlling Shareholders of the Company.
As at the Latest Practicable Date, Ms. Ma has interest in 347,942 Shares within the meaning of Part XV of the SFO.
There is no service contract between the Company and Ms. Ma. She has no fixed term of service with the Company and will be subject to retirement by rotation and re-election at the Company's annual general meetings in accordance with Article 103(A) of the Articles of Association. There is no agreement on the amount of the remuneration payable to Ms. Ma. The director's fee payable to Ms. Ma is determined by Shareholders in annual general meeting. Ms. Ma received director's fee of HK$23,000 for the year ended 31st December 2024 which was determined by Shareholders in the annual general meeting of the Company held on 24th May 2024 and other remuneration of HK$3,592,000 for the year ended 31st December 2024 which was determined by reference to her duties and responsibilities with the Group, her performance and operating results of the Company.
Save as disclosed above, Ms. Ma has confirmed that there are no other matters relating to her re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Edward Cheung Wing Yui BBS
Mr. Edward Cheung Wing Yui, aged 75, was appointed a Director of the Company in 1983, re-designated as non-executive Director since 21st May 2004. He is a member of the Audit Committee of the Company. He received a Bachelor of Commerce Degree in Accountancy from the University of New South Wales, Australia. He is a member of CPA Australia. He has been a practising solicitor in Hong Kong since 1979 and is a consultant of the law firm Woo Kwan Lee & Lo. He has been admitted as a solicitor in the United Kingdom and as an advocate and solicitor in Singapore.
Mr. Cheung is currently a non-executive director and vice chairman of SmarTone Telecommunications Holdings Limited and SUNeVision Holdings Ltd. He is also a non-executive director of Transport International Holdings Limited, The Kowloon Motor Bus Company (1933) Limited and Long Win Bus Company Limited. In addition, he is currently a member of the Sponsorship & Development Fund Committee and a court member of Hong Kong Metropolitan University (formerly The Open University of Hong Kong), a director of The Community Chest of Hong Kong, and Honorary Council Member of The Hong Kong Institute of Directors Limited.
Mr. Cheung was the deputy chairman of Hong Kong Metropolitan University until 19th June 2014, a non-executive director of Tianjin Development Holdings Limited until 21st June 2023 and Tai Sang Bank Limited until 1st December 2017, a member of the Labour and Welfare Bureau's Lump Sum Grant Steering Committee until 21st April 2015, a member of the Appeal Board established under the Accreditation of Academic and Vocational Qualifications Ordinance until 31st August 2013. He was a member of the Board of Review (Inland Revenue Ordinance) until 31st December 2010 and the deputy chairman of The Hong Kong Institute of Directors Limited until 30th June 2010. He has also been a director of Po Leung Kuk and the vice chairman of the Mainland Legal Affairs Committee of The Law Society of Hong Kong.
Mr. Cheung was awarded the Bronze Bauhinia Star (BBS) in 2013. He was awarded an honorary degree of Doctor of Business Administration from Hong Kong Metropolitan University in 2016.
Save as disclosed above, Mr. Cheung did not hold any other directorships in other Hong Kong or overseas listed public companies in the last three years, or any other position with the Company or other members of the Company's group.
Mr. Cheung is the brother-in-law of Mr. Aaron Tan Leng Cheng, an independent non-executive Director of the Company. Save as disclosed above, Mr. Cheung is and was not connected with any Directors, senior management or substantial or controlling Shareholders of the Company.
As at the Latest Practicable Date, Mr. Cheung does not have any interest in Shares within the meaning of Part XV of the SFO.
Under the Company's appointment letter as accepted by Mr. Cheung, his term of appointment will end on the date of the Annual General Meeting. If Mr. Cheung is re-elected as a Director at the Annual General Meeting, the Company will renew his appointment and he will be subject to retirement by rotation and re-election at the Company's annual general meetings in accordance with Article 103(A) of the Articles of Association. There is no agreement on the amount of the remuneration payable to Mr. Cheung. The director's fee payable to Mr. Cheung is determined by Shareholders in annual general
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
meeting. Mr. Cheung received director's fee of HK$191,000 for the year ended 31st December 2024 which was determined by Shareholders in the annual general meeting of the Company held on 24th May 2024.
Save as disclosed above, Mr. Cheung has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.
Mr. Yiu Kei Chung
Mr. Yiu Kei Chung, aged 74, appointed an independent non-executive Director of the Company in 2015. He is the chairman of the Audit Committee and a member of the Remuneration Committee and Nomination Committee of the Company. He received a Bachelor Degree from the University of Hong Kong in Social Science (Economics & Sociology) and obtained a Diploma in Advanced Training in Industrial Management from Delft University of Technology, the Netherlands. He was an independent non-executive director of Tai Sang Bank Limited until January 2023 and a member of the Hospital Governing Committee of the North District Hospital of the Hospital Authority until February 2021.
Mr. Yiu had served the Hong Kong Government for over 30 years and had held various positions in different departments. He had been the Deputy Director of Civil Aviation in the Civil Aviation Department, the Commissioner of the Hong Kong Export Credit Insurance Corporation, the Deputy Secretary (Health) of the ex-Health, Welfare and Food Bureau. Before his retirement in March 2013, he was the Executive Director (Corporate Services) of the Mandatory Provident Fund Schemes Authority.
Save as disclosed above, Mr. Yiu did not hold any other directorships in other Hong Kong or overseas listed public companies in the last three years, or any other position with the Company or other members of the Company's group.
Save as disclosed above, Mr. Yiu is and was not connected with any Directors, senior management or substantial or controlling Shareholders of the Company.
As at the Latest Practicable Date, Mr. Yiu does not have any interest in Shares within the meaning of Part XV of the SFO.
Under the Company's appointment letter as accepted by Mr. Yiu, his term of appointment will end on the date of the Annual General Meeting. If Mr. Yiu is re-elected as a Director at the Annual General Meeting, the Company will renew his appointment and he will be subject to retirement by rotation and re-election at the Company's annual general meetings in accordance with Article 103(A) of the Articles of Association. There is no agreement on the amount of the remuneration payable to Mr. Yiu. The director's fee payable to Mr. Yiu is determined by Shareholders in annual general meeting. Mr. Yiu received director's fee of HK$191,000 for the year ended 31st December 2024 which was determined by Shareholders in the annual general meeting of the Company held on 24th May 2024.
Save as disclosed above, Mr. Yiu has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
大生地產發展有限公司
TAI SANG LAND DEVELOPMENT LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 89)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting of the shareholders of Tai Sang Land Development Limited (the "Company") will be held at Arca Assembly, 2/F., the Arca, 43 Heung Yip Road, Wong Chuk Hang, Hong Kong on Monday, 19th May 2025 at 3:00 p.m. for the following purposes:
- To receive the audited financial statements for the year ended 31st December 2024, the report of the Directors and the Independent Auditor's Report.
- To declare a final dividend for the year ended 31st December 2024.
- (1) Each as a separate resolution, to re-elect the following retiring Directors:
(a) To re-elect Mr. Patrick Ma Ching Hang as Director.
(b) To re-elect Ms. Amy Ma Ching Sau as Director.
(c) To re-elect Mr. Edward Cheung Wing Yui as Director.
(d) To re-elect Mr. Yiu Kei Chung as Director.
(2) To authorise the Board of Directors to fix the remuneration of the Directors.
- To re-appoint PricewaterhouseCoopers as Auditor and to authorise the Board of Directors to fix its remuneration.
- As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions as Ordinary Resolutions:
ORDINARY RESOLUTIONS
(1) "THAT:
(a) a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements
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NOTICE OF ANNUAL GENERAL MEETING
of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time provided however that the total number of the shares of the Company to be bought back pursuant to this Resolution shall not exceed 10 per cent. of the total number of shares of the Company in issue at the date of passing this Resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares that may be bought back as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and
(b) for the purposes of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
(2) “THAT:
(a) a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers either during or after the expiry of the Relevant Period, provided that the total number of shares in issue allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to this Resolution (otherwise than as scrip dividends pursuant to the articles of association of the Company from time to time or pursuant to a rights issue or pursuant to the exercise of any rights of subscription or conversion under any existing warrants, bonds, debentures, notes and other securities issued by the Company or pursuant to any share option scheme), shall not exceed 20 per cent. of the total number of shares of the Company in issue at the date of passing this Resolution, and if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares that may be allotted or issued as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and
NOTICE OF ANNUAL GENERAL MEETING
(b) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
(3) “THAT conditional upon the passing of Ordinary Resolutions Nos. 5(1) and 5(2) set out in the notice convening this meeting, the general mandate granted to the Directors to allot shares pursuant to Ordinary Resolution No. 5(2) set out in the notice convening this meeting be and is hereby extended by the additional thereto of the number of shares representing the total number of shares of the Company bought back by the Company under the authority granted pursuant to Ordinary Resolution No. 5(1) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the total number of shares of the Company in issue at the date of passing this Resolution.”
By Order of the Board
Katy Ma Ching Man
Company Secretary
Hong Kong, 16th April 2025
Notes:
(1) The registers of members of the Company will be closed from Wednesday, 14th May 2025 to Monday, 19th May 2025, both days inclusive, during which no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Registrar and Transfer Office, 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 Tuesday, 13th May 2025.
(2) In order to qualify for the proposed final dividend, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Registrar and Transfer Office, 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 Thursday, 22nd May 2025.
(3) A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint more than one proxy to attend, speak and, on a poll, vote instead of him. A proxy need not be a member of the Company. In order to be valid, a proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the Annual General Meeting or any adjournment thereof (as the case may be).
NOTICE OF ANNUAL GENERAL MEETING
(4) With regard to resolution no. 3(1) of this notice, details of retiring Directors proposed for re-election namely, Mr. Patrick Ma Ching Hang, Ms. Amy Ma Ching Sau, Mr. Edward Cheung Wing Yui and Mr. Yiu Kei Chung are set out in the Appendix II to the Company’s circular to shareholders dated 16th April 2025 (the “Circular”).
(5) With reference to the Ordinary Resolutions nos. 5(1), 5(2) and 5(3) of this notice, the Directors wish to state that they have no immediate plans to buy back any existing shares or issue any new shares of the Company. Approval is being sought from members as a general mandate pursuant to the Companies Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
(6) All the resolutions set out in this notice shall be voted by poll.
(7) As at the date of this notice, the executive Directors of the Company are Mr. William Ma Ching Wai, Mr. Patrick Ma Ching Hang, Mr. Philip Ma Ching Yeung, Mr. Alfred Ma Ching Kuen and Ms. Amy Ma Ching Sau; the non-executive Director of the Company is Mr. Edward Cheung Wing Yui; and the independent non-executive Directors of the Company are Mr. Kevin Chau Kwok Fun, Mr. Yiu Kei Chung, Mr. Aaron Tan Leng Cheng and Mr. Ho Chi Keung.
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