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Chen Xing Development Holdings 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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Chen Xing Development Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.
CHEN XING
Chen Xing Development Holdings Limited
辰興發展控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2286)
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES (INCLUDING SALE OR TRANSFER OF TREASURY SHARES) AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Chen Xing Development Holdings Limited to be held physically at Conference Room, 6th Floor, Chen Xing Tower, 131 West Yingbin Street, Yuci District, Jinzhong City, Shanxi Province, the People's Republic of China on Friday, 30 May 2025 at 10 a.m. is set out on pages 16 to 21 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.chen-xing.cn). 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 branch 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. before 10 a.m. on Wednesday, 28 May 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 form of proxy shall be deemed to be revoked.
28 April 2025
CONTENT
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
INTRODUCTION ... 5
GENERAL MANDATE TO ISSUE SHARES
(INCLUDING SALE OR TRANSFER OF TREASURY SHARES) ... 5
REPURCHASE MANDATE TO REPURCHASE SHARES ... 5
RE-ELECTION OF RETIRING DIRECTORS ... 6
CLOSURE OF REGISTER OF MEMBERS ... 7
NOTICE OF ANNUAL GENERAL MEETING ... 7
FORM OF PROXY ... 7
VOTING BY WAY OF POLL ... 8
RESPONSIBILITY STATEMENT ... 8
RECOMMENDATION ... 8
APPENDIX I — DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION ... 9
APPENDIX II — EXPLANATORY STATEMENT ... 12
NOTICE OF ANNUAL GENERAL MEETING ... 16
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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 physically at Conference Room, 6th Floor, Chen Xing Tower, 131 West Yingbin Street, Yuci District, Jinzhong City, Shanxi Province, the PRC on Friday, 30 May 2025 at 10 a.m. or any adjournment thereof, the notice of which is set out on pages 16 to 21 of this circular
"Articles of Association"
the articles of association of the Company
"Board"
the board of Directors
"Cayman Companies Act"
the Companies Act of the Cayman Islands (as amended, supplemented or otherwise modified from time to time)
"CCASS"
has the meaning ascribed to it under the Listing Rules
"Company"
Chen Xing Development Holdings Limited, an exempted company incorporated in the Cayman Islands under the Cayman Companies Act with limited liability on 3 November 2014
"Director(s)"
the director(s) of the Company
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors to the effect that the total number of Shares which may be allotted and issued under the General Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate
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DEFINITIONS
"General Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to allot, issue and deal with new Shares and/or to sell or transfer treasury shares of the Company not exceeding 20% of the number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting the General Mandate
"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 PRC
"Latest Practicable Date"
25 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules"
The Rules Governing the Listing of Securities on the Stock Exchange
"Nomination Committee"
the nomination committee of the Company
"PRC"
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
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting the Repurchase Mandate
"RMB"
Renminbi, the lawful currency of the PRC
"Securities and Futures Ordinance"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended, supplemented or otherwise modified from time to time)
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| DEFINITIONS | |
|---|---|
| “Share(s)” | ordinary share(s) of nominal value of HK$0.01 each in the capital of the Company |
| “Shareholder(s)” | the holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Code on Takeovers and Mergers |
| “treasury shares” | has the meaning as ascribed thereto under the Listing Rules |
LETTER FROM THE BOARD
CHEN XING
Chen Xing Development Holdings Limited
辰興發展控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2286)
Executive Directors:
Mr. Bai Xuankui (Chairman)
Mr. Bai Wukui (Chief Executive Officer)
Mr. Bai Guohua
Mr. Dong Shiguang
Independent non-executive Directors:
Mr. Tian Hua
Mr. Qiu Yongqing
Ms. Gao Jianhua
Registered office:
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Head office and principal place of
business in the PRC:
18 Anning Street
Yuci District
Jinzhong City
Shanxi Province
The PRC
Principal place of business in
Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
28 April 2025
To the Shareholders
Dear Sir or Madam
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES
(INCLUDING SALE OR TRANSFER OF TREASURY SHARES)
AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and the information of the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of the General Mandate, the Repurchase Mandate and the Extension Mandate and (ii) the re-election of the retiring Directors.
GENERAL MANDATE TO ISSUE SHARES (INCLUDING SALE OR TRANSFER OF TREASURY 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, approval is to be sought for the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue new Shares. An ordinary resolution no. 4(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 and/or to sell or transfer treasury shares of the Company not exceeding 20% of the number of issued Shares (excluding treasury shares) as at the date of passing of the resolution in relation to the General Mandate.
As at the Latest Practicable Date, there were 599,999,989 Shares in issue and the Company did not hold any 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 issue new Shares and/or to sell or transfer treasury shares of the Company involving a maximum of 119,999,997 new Shares.
In addition, subject to a separate approval of the ordinary resolution no. 4(C), the number of Shares purchased by the Company under ordinary resolution no. 4(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 no. 4(A) provided that such additional number shall not exceed 10% of the number of issued Shares as at the date of the passing of the General Mandate and Repurchase Mandate.
REPURCHASE MANDATE TO REPURCHASE SHARES
In addition, an ordinary resolution no. 4(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 not exceeding 10% of the number of issued Shares (excluding treasury shares) as at the date of passing of the resolution in relation to the Repurchase Mandate. As at the Latest Practicable Date, there were 599,999,989 Shares in issue and the Company did not hold any
LETTER FROM THE BOARD
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 59,999,998 existing Shares.
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.
RE-ELECTION OF RETIRING DIRECTORS
In accordance with article 84 of the Articles of Association, Mr. Bai Xuankui, Mr. Dong Shiguang and Mr. Tian Hua shall retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-election as Directors.
Details of the above-named Directors who are proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.
The Board and the Nomination Committee had reviewed the proposal for re-election of each of Mr. Bai Xuankui, Mr. Dong Shiguang and Mr. Tian Hua as Directors, after having considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, as set out in the board diversity policy of the Company.
The independent non-executive Director Mr. Tian Hua has given an annual confirmation of his independence pursuant to the independence criteria set out in Rule 3.13 of the Listing Rules. The Nomination Committee and the Board assessed and reviewed the independence of Mr. Tian Hua. The Nomination Committee and the Board are of the view that Mr. Tian Hua has satisfied all the criteria for independence set out in Rule 3.13 of the Listing Rules.
Mr. Tian Hua has served the Board as an independent non-executive Director for more than 9 years. Mr. Tian Hua has been engaged in audit management and corporate system training for years and has extensive experience in audit business management and training and financial personnel appraisal. Based on his performance during his tenure as an independent non-executive Director of the Company, the Board believes that Mr. Tian Hua fits the Company's philosophy and possesses the job requirements, character and experience required to act as, and is able to fulfill the duties of, an independent non-executive Director, and that he can provide constructive advice
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LETTER FROM THE BOARD
on the modification of the internal control system and internal control supervision of the Board, as well as make contributions to the Company's employee training, incentives and appraisal leveraging on his diverse working experience and extensive knowledge.
The Nomination Committee considers that the long service of Mr. Tian Hua would not affect his exercise of independent judgement and is satisfied that Mr. Tian Hua has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director. The Board is of the view that Mr. Tian Hua meets the independence criteria set out in Rule 3.13 of the Listing Rules and is therefore independent. The Board considers the re-election of Mr. Tian Hua as an independent non-executive Director to be in the best interest of the Company and Shareholders as a whole.
In view of the above, the Board recommends each of the retiring Directors to be re-elected as a Director at the Annual General Meeting.
CLOSURE OF REGISTER OF MEMBERS
Shareholders whose names appear on the register of members of the Company on 30 May 2025 will be eligible to attend and vote at the Annual General Meeting. The transfer books and register of members of the Company will be closed from Tuesday, 27 May 2025 to Friday, 30 May 2025, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the Annual General Meeting, all shares transfers documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar 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 not later than 4:30 p.m. on Monday, 26 May 2025.
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 16 to 21 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve (i) the grant to the Directors of General Mandate, the Repurchase Mandate and the Extension Mandate and (ii) the re-election of the retiring Directors.
FORM OF PROXY
A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share
LETTER FROM THE BOARD
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 fixed for the holding of the Annual General Meeting (i.e. before 10 a.m. on Wednesday, 28 May 2025) or any adjournment thereof.
Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules and article 66(1) of the Articles of Association, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting may 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. Accordingly, each of the resolutions set out in the notice of Annual General Meeting will be taken by way of poll.
On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
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.
RECOMMENDATION
The Directors consider that the proposed resolutions for the granting to the Directors of the General Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully
By order of the Board
Chen Xing Development Holdings Limited
Bai Xuankui
Chairman
APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed to be re-elected 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 Securities and Futures Ordinance.
Save as disclosed herein, none of the following Directors 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. Mr. Bai Xuankui (an executive Director and Chairman of the Board) is the elder brother of Mr. Bai Wukui (an executive Director), the father of Mr. Bai Guohua (an executive Director) and the uncle of Mr. Bai Aijing (the chief financial officer of the Group). 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.
EXECUTIVE DIRECTORS
Mr. Bai Xuankui (白選奎) ("Mr. Bai"), aged 73, is one of the founders and controlling shareholders of the Group. He is also an executive Director, member of the remuneration committee of the Company, chairman of the nomination committee of the Company as well as the chairman of Board. Mr. Bai is also a director of White Empire (PTC) Limited, one of the controlling shareholders of the Company. Mr. Bai has over 27 years of experience in property development, management and operation.
Mr. Bai founded the Group in 2004 and since then has been leading the Group to engage in property development. Before founding the Group, Mr. Bai worked at Xinxing Construction Ltd. (新興建築公司) where he successively served as assistant manager and manager from April 1983 to May 1992. In July 1993, he was appointed as deputy director of Yuci City Enterprise Management Bureau (榆次市城區企業管理局). From April 1998 to October 2001, he was appointed by People's Congress of Yuci City as commissioner of Yuci City Industrial Economic Commission (榆次市工業經濟委員會). From December 2001 to October 2010, he served as the chairman of Jinzhong City Yuci Region Federation of Industry & Commerce (晉中市榆次區工商業聯合會). From June 2007 to January 2015, Mr. Bai Xuankui had also been the vice chairman of Jinzhong City Federation of Industry & Commerce (晉中市工商業聯合會).
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APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Bai obtained a postgraduate certificate in master of business administration (工商管理碩士研究生文憑) issued by Tianjin University of Finance & Economics (天津財經學院), the PRC in November 2000. In December 2008, he obtained the qualification as a senior engineer from Shanxi Township Enterprise Engineering Series Senior Technical Position Evaluation Committee (山西鄉鎮企業工程系列高級技術職務評審委員會).
Mr. Bai had entered into a service contract with the Company for a term of 3 years commencing from 5 February 2024 and is subject to retirement by rotation and re-election in accordance with the Articles of Association. Pursuant to the service contract, Mr. Bai is entitled to a director's remuneration of RMB650,000 per annum, adjustable from time to time based on recommendation of remuneration committee, and a discretionary bonus, which have been determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities with the Company and the prevailing market condition.
As at the Latest Practicable Date, Mr. Bai was deemed to be interested in 346,944,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Mr. Dong Shiguang (董世光) ("Mr. Dong"), aged 67, is an executive Director of the Company.
Mr. Dong joined the Group in December 2005 and successively served as manager in branch offices of Chen Xing (Heshun) and Chen Xing (Taigu). He served as the executive director of Sichuan Chenxing Real Estate Development Co., Limited (四川辰興房地產發展有限公司), a majority-owned subsidiary of the Group, from December 2007 to February 2012. Mr. Dong was appointed as a Director of the Group in November 2007. He was appointed as a Director of the Company in February 2015 and later was redesignated as an executive Director in June 2015. Mr. Dong is also a director of Honesty Priority Global Holdings Limited.
Mr. Dong obtained the qualification as an engineer granted by Shanxi Province Engineering Series Intermediate Professional Technical Position Evaluation Committee (山西省工程系列中級專業技術職務評審委員會) in December 2000 and later as a senior engineer granted by Shanxi Township Enterprise Engineering Series Senior Technical Position Evaluation Committee (山西鄉鎮企業工程系列高級技術職務評審委員會) in February 2010.
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APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Dong had entered into a service contract with the Company for a term of 3 years commencing from 5 February 2025 and is subject to retirement by rotation and re-election in accordance with the Articles of Association. Pursuant to the service contract, Mr. Dong is entitled to a director’s remuneration of RMB150,000 per annum, adjustable from time to time based on recommendation of remuneration committee, and a discretionary bonus, which have been determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities with the Company and the prevailing market condition.
As at the Latest Practicable Date, Mr. Dong was deemed to be interested in 10,481,740 Shares within the meaning of Part XV of the Securities and Futures Ordinance.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Tian Hua (田華) (“Mr. Tian”), aged 62, is an independent non-executive Director, the chairman of the audit committee and the chairman of the remuneration committee of the Company.
Mr. Tian joined Shanxi Zhongyu Certified Public Accountants (山西中宇會計事務所) in August 1998 as the chief accountant until December 2008. From December 2008 to present, he has been working at Shanxi He Pu Hua Certified Public Accountants (山西禾譜華會計事務所) as an accountant.
Mr. Tian obtained a professional certificate in accountancy issued by Shanxi Finance & Taxation College (山西財政稅務專科學校), the PRC in July 2001. He has been a practicing member of The Chinese Institute of Certified Public Accountants (中國註冊會計師協會) since May 1999.
Mr. Tian had entered into a letter of appointment with the Company for a term of 3 years commencing from 5 February 2025 and is subject to retirement by rotation and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Tian is entitled to a Director’s fee of HK$40,000 per annum (before tax), which has been determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities with the Company and the prevailing market condition.
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APPENDIX II
EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the total number of Shares in issue was 599,999,989 Shares and the Company did not hold any treasury shares. Subject to the passing of the resolution granting the Repurchase Mandate 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 59,999,998 Shares which represent 10% of the total number of issued Shares (excluding treasury shares) during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable laws or the Articles of Association; or (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.
REASONS AND FUNDING OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. When exercising the proposed Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchases, resolve to cancel the Shares repurchased following settlement of any such repurchase or hold them as treasury shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. Share repurchase will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Cayman Companies Act and the Listing Rules. The Cayman Companies Act provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Cayman Companies Act. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company's Shares are repurchased in the manner provided for in the Cayman Companies Act.
APPENDIX II
EXPLANATORY STATEMENT
The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate was to be exercised in full at the current prevailing market value, it may not have a material adverse impact on the working capital and/or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose 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.
GENERAL
To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates, as defined in the Listing Rules, currently intend to sell any Shares to the Company or its subsidiaries, in the event that the Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.
No core connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.
If as a result of a repurchase of Shares by the Company 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 for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, White Dynasty Global Holdings Limited ("White Dynasty BVI") and White Legend Global Holdings Limited ("White Legend BVI") was interested in 346,944,000 Shares and 64,945,000 Shares, respectively, representing approximately $57.82\%$ and $10.82\%$ of the issued Shares.
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APPENDIX II
EXPLANATORY STATEMENT
White Dynasty BVI was wholly-owned by White Empire (PTC) Limited, which was the trustee of the family trust established for the benefit of Mr. Bai Guohua, a controlling Shareholder and executive Director, Ms. Cheng Guilian (the spouse of Mr. Bai Xuankui) (“Mrs. Bai”) and other beneficiaries to be nominated by the trustee from time to time. Mr. Bai Xuankui, the chairman of the Board, a controlling Shareholder and an executive Director, is the settlor of the said family trust. White Legend BVI was wholly-owned by Mr. Bai Wukui, the chief executive officer and an executive Director of the Company.
For the purpose of the Takeovers Code, Mr. Bai Xuankui, Mr. Bai Wukui, Mr. Bai Guohua, Mrs. Bai and Ms. Gan Xuelin (the spouse of Mr. Bai Wukui) are parties presumed to be acting in concert with each other and will be taken to have an interest in a total of 411,889,000 Shares, representing approximately 68.65% of the total number of issued Shares. In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of Mr. Bai Xuankui, Mr. Bai Wukui, Mr. Bai Guohua, Mrs. Bai, and Ms. Gan Xuelin in the Company will be increased to approximately 76.28% of the total number of issued Shares. To the best knowledge and belief of the Directors, such increase would not give rise to any obligation to make a mandatory offer under the Takeovers Code. The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.
Save as aforesaid, the Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
The Company confirms that neither this explanatory statement nor the proposed share repurchase has any unusual features.
For the treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company has appropriate measures to ensure that it would not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those Shares were registered in the Company's own name as treasury shares. The Company has implemented the following measures in place: (i) the Company would 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 would withdraw the treasury shares from CCASS, and either re-register them in the Company's own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
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APPENDIX II
EXPLANATORY STATEMENT
SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months preceding the Latest Practicable Date.
SHARE PRICES
The highest and lowest traded prices for Shares recorded on the Stock Exchange during the period from each of previous twelve months to the Latest Practicable Date were as follows:
| Month | Highest traded prices
HK$ | Lowest traded prices
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.360 | 0.270 |
| May | 0.240 | 0.150 |
| June | 0.164 | 0.130 |
| July | 0.130 | 0.130 |
| August | 0.150 | 0.120 |
| September | 0.150 | 0.122 |
| October | 2.500 | 0.132 |
| November | 0.540 | 0.270 |
| December | 0.390 | 0.250 |
| 2025 | | |
| January | 0.400 | 0.197 |
| February | 0.315 | 0.231 |
| March | 0.310 | 0.220 |
| April (up to the Latest Practicable Date) | 0.300 | 0.153 |
NOTICE OF ANNUAL GENERAL MEETING
CHEN XING
Chen Xing Development Holdings Limited
辰興發展控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2286)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Chen Xing Development Holdings Limited (the "Company") will be held physically at Conference Room, 6th Floor, Chen Xing Tower, 131 West Yingbin Street, Yuci District, Jinzhong City, Shanxi Province, the People's Republic of China on Friday, 30 May 2025 at 10 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:
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To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditor for the year ended 31 December 2024.
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(a) To re-elect the following retiring directors of the Company :
(i) Mr. Bai Xuankui as executive director;
(ii) Mr. Dong Shiguang as executive director; and
(iii) Mr. Tian Hua as independent non-executive director.
(b) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
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To re-appoint BDO Limited as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the board of directors of the Company to fix its remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:
(A) “That:
(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares 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/or to sell or transfer treasury shares 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 authorisation given to the directors of the Company and shall authorise the directors of the Company 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 or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) together with the treasury shares of the Company resold by the directors of the Company 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,
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NOTICE OF ANNUAL GENERAL MEETING
shall not exceed the aggregate of 20% of the number of issued shares (excluding treasury shares) of the Company as at the date of passing this resolution and the said approval shall be limited accordingly;
(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 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 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 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 of the Company 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 recognised regulatory body or any stock exchange applicable to the Company).”
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NOTICE OF ANNUAL GENERAL MEETING
(B) “That:
(i) subject to paragraph (ii) below, the exercise by the directors of the Company 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 recognised 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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), be and is hereby generally and unconditionally approved;
(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 number of issued shares (excluding treasury shares) of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
(iv) 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 or the articles of association of the Company; 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.”
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NOTICE OF ANNUAL GENERAL MEETING
(C) “That conditional upon ordinary resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and/or to sell or transfer treasury shares of the Company, and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to ordinary resolution numbered 4(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 4(B) set out in the notice convening this meeting, provided that such amount of shares of the Company shall not exceed 10% of the number of issued shares (excluding treasury shares) of the Company at the date of passing of the said resolutions.”
By order of the board of the directors
Chen Xing Development Holdings Limited
Bai Xuankui
Chairman
Shanxi, the PRC, 28 April 2025
| Registered office: | Head office and principal place of business in the PRC: | Principal place of business in Hong Kong: |
|---|---|---|
| Criket Square | ||
| Hutchins Drive | 18 Anning Street | 40th Floor |
| PO Box 2681 | Yuci District | Dah Sing Financial Centre |
| Grand Cayman | Jinzhong City | No. 248 Queen’s Road East |
| KY1-1111, Cayman Islands | Shanxi Province | Wanchai |
| The PRC | Hong Kong |
Notes:
(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.
(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
NOTICE OF ANNUAL GENERAL MEETING
(iii) In order to be valid, a form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other document(s) of authorization (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10 a.m. on Wednesday, 28 May 2025 or any adjournment thereof). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the proxy shall be deemed to be revoked.
(iv) The transfer books and register of members of the Company will be closed from Tuesday, 27 May 2025 to Friday, 30 May 2025, both days inclusive, to determine the entitlement of the shareholders to attend and vote at the above meeting, during which period no share transfers can be registered. All share transfers documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar 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 not later than 4:30 p.m. on Monday, 26 May 2025. Shareholders whose names appear on the register of members of the Company on 30 May 2025 will be eligible to attend and vote at the Annual General Meeting.
(v) In respect of ordinary resolutions numbered 2(a) above, Mr. Bai Xuankui, Mr. Dong Shiguang and Mr. Tian Hua shall retire by rotation at the above meeting and, being eligible, offered themselves for re-election as directors. Details of the above retiring directors are set out in Appendix I to the circular of the Company dated 28 April 2025.
(vi) In respect of ordinary resolution numbered 4(B) above, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances where they consider that the repurchase would be in the best interest of the Company and its shareholders. An explanatory statement containing the information necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the general mandate to repurchase shares of the Company, as required by the Listing Rules, is set out in Appendix II to the circular of the Company dated 28 April 2025.
As at the date of this notice, the executive directors of the Company are Mr. Bai Xuankui, Mr. Bai Wukui, Mr. Bai Guohua and Mr. Dong Shiguang and the independent non-executive directors of the Company are Mr. Tian Hua, Mr. Qiu Yongqing and Ms. Gao Jianhua.
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