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Chen Hsong Holdings Limited — Proxy Solicitation & Information Statement 2025
Nov 27, 2025
48906_rns_2025-11-27_e2c0f6f8-f2af-4759-9426-da168404f732.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

China Beidahuang Industry Group Holdings Limited
中國北大荒產業集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00039)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of China Beidahuang Industry Group Holdings Limited (the “Company”) will be held at Hong Thai Expo & Business Centre, 5/F., United Centre, 95 Queensway, Hong Kong on Monday, 15 December 2025 at 3:00 p.m., for considering and, if thought fit, passing, with or without amendments, the following resolutions:
ORDINARY RESOLUTIONS
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“THAT Mr. KE Xionghan be and is hereby removed as an executive director of the Company and shall cease to hold any and all position(s) in the Company with immediate effect upon the passing of this resolution.”
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“THAT Ms. HO Wing Yan be and is hereby removed as a non-executive director of the Company and shall cease to hold any and all position(s) in the Company with immediate effect upon the passing of this resolution.”
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“THAT Mr. CHEN Zhifeng be and is hereby removed as an independent non-executive director of the Company and shall cease to hold any and all position(s) in the Company with immediate effect upon the passing of this resolution.”
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“THAT Mr. CHUNG Ho Wai Alan be and is hereby appointed as a non-executive director of the Company with immediate effect upon the passing of this resolution.”
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“THAT Mr. TSO Ping Cheong Brian be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon the passing of this resolution.”
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“THAT Mr. CHAN Tin Ho be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon the passing of this resolution.”
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“THAT Dr. IP Wai Hung be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon the passing of this resolution.”
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“THAT the purported appointment of Mr. LIU Xiaopeng as an executive director of the Company, the chairman of the nomination committee of the Company and a member of the remuneration committee of the Company following the conclusion of the annual general meeting of the Company held on 30 June 2025 be and is hereby confirmed to have never taken place.”
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“THAT the purported appointment of Mr. CHONG Cha Hwa as an independent non-executive director of the Company and the chairman of each of the audit committee and remuneration committee of the Company following the conclusion of the annual general meeting of the Company held on 30 June 2025 be and is hereby confirmed to have never taken place.”
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"THAT the purported appointment of Mr. YANG Yunguang as an independent non-executive director of the Company and a member of the audit committee of the Company following the conclusion of the annual general meeting of the Company held on 30 June 2025 be and is hereby confirmed to have never taken place."
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"THAT the purported appointment of Mr. WONG Tak Fan Frankie as an independent non-executive director of the Company following the conclusion of the annual general meeting of the Company held on 30 June 2025 be and is hereby confirmed to have never taken place."
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"THAT each of the directors of the Company appointed to the Board between the date of the EGM Requisition (i.e. 16 September 2025) and immediately before the EGM and where there is an adjournment, the adjourned EGM, other than those persons who are to be appointed directors of the Company at the EGM (including where there is an adjournment, the adjourned EGM), be and is hereby removed as a director of the Company with immediate effect upon the passing of this resolution."
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"THAT the Board be and is hereby authorised to fix the remuneration of the directors of the Company."
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"THAT any one or more of the director(s) or the secretary of the Company be and is/ are hereby authorised to do all such acts and things and execute and deliver all such documents as he/she/they may consider necessary, desirable or expedient for the purpose of or in connection with, the implementation of and giving effect to the aforementioned resolutions and to attend to any necessary registration and/or filing for and on behalf of the Company, and THAT the registered officer provider of the Company be and is hereby authorised to update the register of directors and officers of the Company in respect of the aforementioned resolutions, and arrange for the requisite filing in the Cayman Islands."
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“THAT Mr. Ke Xionghan (“Mr. Ke”) be and is hereby elected or re-elected (as the case may be) as an executive director of the Company with immediate effect upon the passing of this resolution.”
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“THAT Ms. Ho Wing Yan (“Ms. Ho”) be and is hereby elected or re-elected (as the case may be) as a non-executive director of the Company with immediate effect upon the passing of this resolution.”
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“THAT Mr. Chen Zhifeng (“Mr. Chen ZF”) be and is hereby elected or re-elected (as the case may be) as an independent non-executive director, and a member of the Nomination Committee, the audit committee of the Company (the “Audit Committee”), and the remuneration committee of the Company (the “Remuneration Committee”), in each case with immediate effect upon the passing of this resolution.”
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“THAT Mr. Chen Chen be and is hereby removed as a director of the Company and all other directorships, committee memberships and/or positions (if any) of the Company and its subsidiaries (collectively, the “Group”) with immediate effect upon the passing of this resolution.”
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“THAT Mr. Li Jianl (i 李建利) (“Mr. Li JL”) be and is hereby appointed as an executive director of the Company with immediate effect upon the passing of this resolution.”
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“THAT Ms. Qin Haixia (覃海霞) (“Ms. Qin”) be and is hereby appointed as a non-executive director of the Company with immediate effect upon the passing of this resolution.”
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“THAT Ms. Lai Pik Chi Peggy (黎碧芝) (“Ms. Lai”) be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon the passing of this resolution.”
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“THAT Mr. Zheng Yuchun (鄭育淳) (“Mr. Zheng”) be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon the passing of this resolution.”
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“THAT each and every director(s) of the Company (“Director(s)”) (if any) appointed to the Board during the period commencing at the time of deposit of the requisition notice proposing (inter alia) this resolution (the “Relevant Requisition Notice”) and ending on the conclusion of the extraordinary general meeting of the Company as requisitioned by the Relevant Requisition Notice (the “Relevant EGM”) (or any adjournment thereof), both dates inclusive, other than those appointed, confirmed/ ratified, elected or re-elected at the Relevant EGM pursuant to the Relevant Requisition Notice, be and are hereby removed as Director(s) (if any) with immediate effect upon the passing of this resolution, with the removal of each such Director(s) (if any) being put to vote individually as a sub-paragraph of this resolution.”
By Order of the Board
China Beidahuang Industry Group Holdings Limited
Ke Xionghan
Executive Director
Hong Kong, 28 November 2025
Executive Directors
Mr. Ke Xionghan
Mr. Chen Chen
Independent non-executive Directors
Mr. Chen Zhifeng
Ms. Lai Pik Chi Peggy
Ms. Cheng Juan
Non-executive Directors
Mr. Yang Guang (Vice-chairman)
Ms. Ho Wing Yan
Mr. Li Dawei
Notes:
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Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise. On a poll, votes may be given either personally or by proxy.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
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To be valid, the instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any), under which it is signed or a certified copy of such power or authority shall be delivered to the Company's branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the EGM or adjourned meeting at which the person named in the instrument proposes to vote.
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No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the EGM or any adjournment thereof in cases where the EGM was originally held within 12 months from such date.
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Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the EGM if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
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Where there are joint holders of any share, any one of such joint holder 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 be present at the EGM, the vote of the senior 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 stand in the register of members of the Company in respect of the joint holding.
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The register of members of the Company will be closed from Wednesday, 10 December 2025 to Monday, 15 December 2025 (both dates inclusive) during which period no transfer of shares will be registered. In order to attend and vote at the EGM, all transfer of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration no later than 4:00 p.m. on 9 December 2025. Members whose names appear on the register of members of the Company on Monday, 15 December 2025 are entitled to attend and vote at the EGM or any adjourned meeting thereof.
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Please refer to the Appendices to the circular of the Company dated 28 November 2025 for the details of the persons proposed to be appointed as directors of the Company at the EGM.
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A form of proxy for use at the EGM is enclosed.
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If Typhoon Signal No. 8 or above, or a "black" rainstorm warning or "extreme conditions after super typhoons" announced by the Hong Kong Government is/are in effect any time after 12:00 noon on the date of the extraordinary general meeting, the meeting will be postponed. The Company will post an announcement to notify Shareholders of the date, time and place of the rescheduled meeting.
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