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China Infrastructure & Logistics Group Ltd. Proxy Solicitation & Information Statement 2025
50115_rns_2025-04-30_1c6898fd-ba09-4bc9-9c3b-b8aabc974948.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 China Infrastructure & Logistics Group Ltd., you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker 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.
中國通商
China Infrastructure & Logistics Group Ltd.
China Infrastructure & Logistics Group Ltd.
中國通商集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1719)
PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES
AND TO BUY BACK SHARES
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of China Infrastructure & Logistics Group Ltd. (the “AGM”) to be held at Conference Room, 3/F, Administration Building, Wuhan International Container Company Limited, 8 Pingjiang Avenue, Yangluo Street, Xinzhou District, Wuhan, Hubei Province, China on Friday, 6 June 2025 at 10:30 a.m. is set out on pages AGM-1 to AGM-5 of this circular.
A proxy form for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s share registrar and transfer office, 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 less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
30 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
Introduction ... 3
Proposed grant of General Mandates to issue shares and to buy back shares ... 4
Re-election of retiring Directors ... 5
AGM ... 5
Listing Rules requirement ... 6
Responsibility statement ... 6
Recommendation ... 6
APPENDIX I — EXPLANATORY STATEMENTS
FOR THE BUY-BACK MANDATE ... I-1
APPENDIX II — BIOGRAPHICAL DETAILS OF RETIRING
DIRECTORS FOR RE-ELECTION ... II-1
NOTICE OF THE AGM ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held at Conference Room, 3/F, Administration Building, Wuhan International Container Company Limited, 8 Pingjiang Avenue, Yangluo Street, Xinzhou District, Wuhan, Hubei Province, China on Friday, 6 June 2025 at 10:30 a.m., notice of which is set out on pages AGM-1 to AGM-5 of this circular
"Articles of Association"
the articles of association of the Company as may be amended and restated from time to time
"Board"
the board of Directors
"Buy-back Mandate"
the general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to buy back the Shares up to a maximum of 10% of the total number of issued Shares (excluding treasury shares) as at the date of the passing of the relevant resolution
"Companies Act"
the Companies Act, Cap. 22 of the Cayman Islands, as amended from time to time
"Company"
China Infrastructure & Logistics Group Ltd., an exempted company incorporated in the Cayman Islands on 17 January 2003 with limited liability, the Shares of which are listed on the Stock Exchange (stock code: 1719)
"Director(s)"
the director(s) of the Company
"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
"Hubei Port Group"
Hubei Port Group Company Limited* (湖北港口集團有限公司), a company incorporated in the PRC with limited liability and the sole shareholder of Hubei Port (Hong Kong)
"Hubei Port (Hong Kong)"
Hubei Port (Hong Kong) International Limited (湖北港口(香港)國際有限公司), a company incorporated in Hong Kong with limited liability and the controlling shareholder of the Company
- 1 -
DEFINITIONS
"Issue Mandate"
the general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with the securities of the Company and/or to resell treasury shares of the Company (if permitted under the Listing Rules) not exceeding 20% of the total number of issued Shares (excluding treasury shares) as at the date of the passing of the relevant resolution, and by an additional number representing the total number of Shares bought back by the Company pursuant to the Buy-back Mandate (if any)
"Latest Practicable Date"
24 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended, supplemented or otherwise modified from time to time
"Nomination Committee"
the nomination committee of the Company
"PRC"
the People's Republic of China
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
share(s) of a nominal value of HK$0.10 each in the share capital of the Company
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission of Hong Kong, as amended from time to time
"treasury shares"
has the meaning ascribed to it under the Listing Rules
"%"
per cent.
- 2 -
LETTER FROM THE BOARD
中國通商
China Infrastructure & Logistics Group Ltd.
China Infrastructure & Logistics Group Ltd.
中國通商集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1719)
Executive Directors:
Ms. Zhou Wei (Chairman)
Mr. Qiao Yun
Non-executive Directors:
Mr. Li Wei
Ms. Yu Ling
Independent non-executive Directors:
Mr. Chau Kwok Keung
Mr. Fu Xinping
Dr. Mao Zhenhua
Registered Office:
P.O. Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Head office and principal place of business in Hong Kong:
Unit A, 7/F.,
On Hing Building
No. 1 On Hing Terrace
Central
Hong Kong
30 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES
AND TO BUY BACK SHARES
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the AGM, among others, to seek your approval of resolutions for (i) the grant of the Issue Mandate and the Buy-back Mandate; (ii) the extension of the Issue Mandate to include Shares bought back pursuant to the Buy-back Mandate; and (iii) the re-election of retiring Directors. The resolutions will be proposed at the forthcoming AGM and are set out in the notice of AGM as set out on pages AGM-1 to AGM-5 of this circular.
LETTER FROM THE BOARD
PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES
At the annual general meeting of the Company convened and held on 18 June 2024, ordinary resolutions were passed by the Shareholders granting general unconditional mandates to the Directors to (i) allot and issue up to a maximum of 345,013,337 Shares, representing a maximum not exceeding 20% of the total number of issued Shares as at the date when the resolution was passed and (ii) exercise the powers of the Company to buy back up to a maximum of 172,506,668 Shares of its own Shares, representing a maximum not exceeding 10% of the total number of issued Shares as at the date when the resolution was passed in accordance with the Listing Rules. These general mandates will expire at the conclusion of the AGM.
At the AGM, ordinary resolutions will be proposed to seek the Shareholders' approval for granting of the Issue Mandate and the Buy-back Mandate. Details of the aforesaid ordinary resolutions are set out in ordinary resolutions numbered 7 to 9 in the notice of the AGM.
The Issue Mandate, if approved at the AGM, will grant to the Directors to exercise the power of the Company to allot, issue and deal with the Shares and/or to resell treasury shares of the Company (if permitted under the Listing Rules) up to maximum amount not exceeding 20% of the total number of issued Shares (excluding treasury shares) as at the date of the passing of the said ordinary resolution. Based on the 1,725,066,689 Shares in issue at the Latest Practicable Date and assuming no further Shares will be issued or bought back by the Company, and the Company does not have any treasury shares prior to the AGM, the maximum number of Shares which can be allotted and issued and/or treasury shares of the Company (if permitted under the Listing Rules) to be resold under the Issue Mandate will be up to 345,013,337 Shares.
The Buy-back Mandate, if approved at the AGM, will grant to the Directors the power to buy back Shares not exceeding 10% of the total number of issued Shares (excluding treasury shares) as at the date of the passing of the said ordinary resolution. Based on the 1,725,066,689 Shares in issue at the Latest Practicable Date and assuming no further Shares will be issued or bought back by the Company, and the Company does not have any treasury shares prior to the AGM, the maximum number of Shares which can be bought back under the Buy-back Mandate will be up to 172,506,668 Shares.
Further, subject to the passing of the aforesaid ordinary resolutions of the Issue Mandate and the Buy-back Mandate, to extend the number of Shares to be allotted and issued under the Issue Mandate by an additional number representing such number of Shares bought back under the Buy-back Mandate, provided that such additional amount shall not exceed 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing the resolution.
The Issue Mandate and the Buy-back Mandate, if approved at the AGM, will continue in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held or until the date upon which such authority is revoked or varied by ordinary resolution by the Shareholders in general meeting, whichever is earlier.
As at the Latest Practicable Date, the Directors have no immediate plan to allot and issue any additional Shares or to resell treasury shares of the Company pursuant to the Issue Mandate.
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LETTER FROM THE BOARD
An explanatory statement required by the Listing Rules to be provided to the Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the proposed resolution for the granting of the Buy-back Mandate at the AGM is set out in Appendix I to this circular.
RE-ELECTION OF RETIRING DIRECTORS
Pursuant to Article 16.18 of the Articles of Association, at each annual general meeting of the Company, not less than one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. Any Director appointed pursuant to Article 16.2 of the Article of Association shall not be taken into account in determining which Directors are to retire by rotation. All retiring Directors shall be eligible for re-election. Accordingly, ordinary resolutions will be proposed to re-elect Ms. Yu Ling as non-executive Director, Mr. Fu Xinping and Dr. Mao Zhenhua as independent non-executive Director in accordance with the Articles of Association at the AGM.
Pursuant to Article 16.2 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy or as an addition to the Board shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting. Accordingly, an ordinary resolution will be proposed to re-elect Ms. Yu Ling as non-executive Director in accordance with the Article of Association at the AGM.
Mr. Fu Xinping and Dr. Mao Zhenhua have confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules and the Board considers Mr. Fu Xinping and Dr. Mao Zhenhua to be independent under the Listing Rules. The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the character, professional qualifications, skills, knowledge and experience that are relevant to the Company's business of the retiring Directors with reference to the nomination principles and criteria set out in the Company's nomination policy and Board diversity policy along with the Company's corporate strategy. The Nomination Committee recommended the re-election of all the retiring Directors who are seeking re-election at the AGM.
The biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.
AGM
The Company will convene and hold the AGM at Conference Room, 3/F, Administration Building, Wuhan International Container Company Limited, 8 Pingjiang Avenue, Yangluo Street, Xinzhou District, Wuhan, Hubei Province, China on Friday, 6 June 2025 at 10:30 a.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving the resolutions proposed in the notice of the AGM as set out on page AGM-1 to AGM-5 of this circular.
LETTER FROM THE BOARD
A form of proxy for use in connection with the AGM is enclosed herewith. Whether or not you intend to be present and vote at the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, 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 less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. The completion and delivery of a form of proxy will not preclude you from attending and voting at the AGM in person should you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.
LISTING RULES REQUIREMENT
Pursuant to Rule 13.39(4) of the Listing Rules, vote of Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll vote results will be made by the Company after the conclusion of the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
A form of proxy for use at the AGM is also enclosed in this circular.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and there is no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Directors consider that (i) the granting of the Issue Mandate and the Buy-back Mandate, (ii) the extension of the Issue Mandate to include Shares bought back pursuant to the Buy-back Mandate, and (iii) the re-election of retiring Directors who are seeking re-election at the AGM, are in the best interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM.
Yours faithfully,
For and on behalf of the Board
Zhou Wei
Executive Director and Chairman
APPENDIX I
EXPLANATORY STATEMENTS FOR THE BUY-BACK MANDATE
This is an explanatory statement given to the Shareholders relating to the resolution to be proposed at the AGM authorising the Buy-back Mandate.
This explanatory statement contains all the information required pursuant to Rule 10.06(1) (b) of the Listing Rules, which is set out as follows:
- EXERCISE OF THE BUY-BACK MANDATE
As at the Latest Practicable Date, the number of Shares in issue was 1,725,066,689 and the Company does not have any treasury shares. Subject to the passing of the resolution in relation to the Buy-back Mandate and on the basis that no further Shares are issued or bought back by the Company, and the Company does not have any treasury shares prior to the AGM, the maximum number of Shares which can be bought back under the Buy-back Mandate will be up to a maximum of 172,506,668 Shares (representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the passing of the said resolution) during the period from the date of the passing of the ordinary resolution up to (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 the Articles of Association or any applicable laws to be held; or (iii) the revocation or variation of the Buy-back Mandate by ordinary resolution of the Shareholders in general meeting, whichever is earlier.
- REASONS FOR SHARES BUY-BACK
The Directors believe that the Buy-back Mandate is in the best interest of the Company and the Shareholders as a whole. When exercising the Share Buy-back Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the buy-backs, resolve to cancel the Shares bought back following settlement of any such buy-back or hold them as treasury shares. Shares bought back for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share. On the other hand, Shares bought back 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 Memorandum and Articles of Association, and the laws of the Cayman Islands, Share buy-backs will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.
- FUNDING OF SHARES BUY-BACK
In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company is empowered by its Articles of Association to buy back its Shares. Under the laws of the Cayman Islands, the capital portion payable on a shares buy-back by the Company may be paid out of the profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of the shares buy-back and, in the case of any premium payable on a
APPENDIX I
EXPLANATORY STATEMENTS FOR THE BUY-BACK MANDATE
shares buy-back, such premium may be paid out of the profits of the Company or from sums standing to the credit of the share premium account of the Company. Subject to the Companies Act, a buy-back of Shares may also be made out the share capital of the Company.
4. GENERAL
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Buy-back Mandate is exercised in full at the current prevailing market value. 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 of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
The Directors will, so far as the same may be applicable, exercise the Buy-back Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.
None of the Directors, to the best of their knowledge and belief, having made all reasonable enquiries, nor any of their close associates (as defined in the Listing Rules), have any present intention, if the Buy-back Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries.
As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell Shares to the Company, nor has undertaken not to do so, in the event that the Buy-back Mandate is approved by the Shareholders.
Neither this explanatory statement nor the proposed Buy-back Mandate has any unusual features.
5. EFFECT OF THE TAKEOVERS CODE
If as a result of a buy-back of Shares, 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 the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert (as interpreted according to the Takeovers Code), depending on the level of the increase of the shareholder's interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Hubei Port (Hong Kong) is interested in an aggregate of 1,293,429,911 Shares, representing approximately $74.98\%$ of the total issued share capital of the Company.
- I-2 -
APPENDIX I
EXPLANATORY STATEMENTS FOR THE BUY-BACK MANDATE
In the event that the Directors exercise the proposed Buy-back Mandate in full, then (if the present shareholdings otherwise remained the same and the Company does not have any treasury shares) the shareholdings of Hubei Port (Hong Kong) in the Company would be increased to an aggregate of approximately 83.31% of the issued share capital of the Company. To the best knowledge of the Directors, such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but would result in the public shareholding in the Company to be less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) (excluding treasury shares). The Directors would not exercise the Buy-back Mandate to such an extent as may result in public shareholding of the Company to fall below 25% (excluding treasury shares). The Directors are also not aware of any consequence which would arise under the Takeovers Code as a consequence of any shares buy-back pursuant to the Buy-back Mandate.
6. SHARES BUY-BACK MADE BY THE COMPANY
During the previous six months preceding the Latest Practicable Date, the Company had not bought back any Shares (whether on the Stock Exchange or otherwise).
7. SHARE PRICES
The highest and lowest prices at which Shares have been traded on the Stock Exchange up to 24 April 2025 during each of the previous twelve months preceding the Latest Practicable Date were as follows:
| Price per Share | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| April | 0.92 | 0.79 |
| May | 0.86 | 0.70 |
| June | 0.78 | 0.70 |
| July | 0.74 | 0.64 |
| August | 0.73 | 0.61 |
| September | 0.75 | 0.64 |
| October | 0.75 | 0.66 |
| November | 0.76 | 0.58 |
| December | 0.75 | 0.65 |
| 2025 | ||
| January | 0.75 | 0.65 |
| February | 0.75 | 0.64 |
| March | 0.67 | 0.54 |
| 1 April to 24 April | 0.60 | 0.455 |
*Note: the data source of share prices was from Yahoo Finance.
APPENDIX I
EXPLANATORY STATEMENTS FOR THE BUY-BACK MANDATE
8. TREASURY SHARES
For any treasury shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement appropriate interim measures, which include (without limitation), (i) procuring 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; (ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the relevant record date for the dividends or distributions; and (iii) taking 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.
- I-4 -
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS FOR RE-ELECTION
Details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:
Ms. Yu Ling (喻玲 “Ms. Yu”), aged 39, was appointed as a non-executive Director of the Company since January 2025. Ms. Yu is currently the general manager of the finance department of Hubei Port Group Company Limited. Hubei Port Group is the controlling shareholder of Hubei Port (Hong Kong) International Limited and an indirect controlling shareholder of the Company, which is principally engaged in infrastructure investment and construction, port operation, and provision of integrated logistics, supply chain management and other services. Since April 2023, Ms. Yu has also been serving as a director of Hubei Port Capital Company Limited, a wholly-owned subsidiary of Hubei Port Group, which is principally engaged in investment management and asset management. Ms. Yu has over 16 years of experience in financial management, treasury management, tax management and fund raising. From July 2008 to September 2009, Ms. Yu worked as an accountant of Wuhan Port Group Company Limited, Hanyang Port Branch. From October 2009 to July 2016, Ms. Yu worked as the chief accountant of Wuhan Port Group Company Limited. From August 2016 to July 2020, Ms. Yu served as the supervisor of Hubei Port Group. From August 2020 to July 2022, Ms. Yu served as the first-level supervisor of Hubei Port Group. From August 2022 to November 2024, Ms. Yu served as the deputy general manager of the finance department of Hubei Port Group. In June 2008, Ms. Yu graduated from Wuhan University of Science and Technology with a bachelor's degree, majoring in accounting. In December 2019, Ms. Yu was awarded the qualification of senior accountant by the Wuhan Vocational Reform Office.
Ms. Yu has entered into a letter of appointment with the Company for a term of three years. She is entitled to nil remuneration.
Save as disclosed above, Ms. Yu has not held any other position in the Group and has not held any directorship in any other listed companies in Hong Kong or overseas in the last three years.
Save as disclosed above, Ms. Yu has no relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Yu does not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information which needs to be brought to the attention of the Shareholders or is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Mr. Fu Xinping (付新平 “Mr. Fu”), aged 62, was appointed as independent non-executive Director of the Company since May 2022. He works for the Wuhan University of Technology (武漢理工大學) (one of its predecessors is Wuhan Institute of Water Transport Engineering (武漢水運工程學院) which was later renamed as Wuhan University of Transportation and Technology (武漢交通科技大學)) since July 1987, with his current position as the professor of the School of Economics. Since December 2016, Mr. Fu has also been an independent director of Wuhan Express Holding Group Co., Ltd. (武漢運通控股集團有限公司), a company owned by Hubei Port Group as to 7.5 percent equity interest and principally engaged in investment in transportation, logistics and real estate. Mr. Fu was admitted as a professor in transportation by the Assessment Committee on Qualifications for Professional and Technical Positions of Wuhan University of Transportation and Technology (武漢交通科技大學專業技術職務評審委員會) in November 1999. In December 1999, Mr. Fu was also recognised as a certified supervisory engineer (專業監理工程師) by the Transportation Department of the PRC. Mr. Fu completed his postgraduate study from the
- II-1 -
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS FOR RE-ELECTION
Department of Management Engineering of Wuhan Institute of Water Transport Engineering (武漢水運工程學院), majoring in Transportation Management Engineering in July 1987. He obtained his bachelor's degree in engineering from the Department of Marine Mechanical Engineering of Wuhan Institute of Water Transport Engineering (武漢水運工程學院) in July 1983.
Mr. Fu has entered into a letter of appointment with the Company for a term of three years. Mr. Fu is entitled to a director's fee of HK$160,000 per annum, which was determined with reference to his duties, responsibilities and the results of the Group.
Save as disclosed above, Mr. Fu has not held any other position in the Group and has not held any directorship in any other listed companies in Hong Kong or overseas in the last three years.
Save as disclosed above, Mr. Fu has no relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Fu does not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information which needs to be brought to the attention of the Shareholders or is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Dr. Mao Zhenhua (毛振華 “Dr. Mao”), aged 61, was appointed as an independent non-executive Director of the Company since January 2016. He has been a member of the Nomination Committee, Audit Committee and Remuneration Committee of the Company since January 2016. Dr. Mao graduated from Wuhan University with a Doctorate Degree in Economics. Dr. Mao had carried out economic analysis and policies research for the Statistics Bureau of Hubei Province, Hubei Provincial Policy Research Office, Hainan Provincial Government Research Office and the Research Office of the State Council. Dr. Mao is the founder of China Chengxin Credit Management Co. Ltd., who has successively served as its general manager, chairman and general manager, chief executive officer and chairman, and a substantial shareholder and controlling party of China Chengxin International Credit Rating Co., Ltd. Dr. Mao also serves as a professor of Renmin University of China, a director of Institute of Economic Research of Renmin University of China, a professor of Wuhan University and the dean of Dong Fureng Economic & Social Development School of Wuhan University, and has been engaged to serve as a professor of Faculty of Economics and Business Administration of the University of Hong Kong since 2022. Dr. Mao has served as a non-executive director, a member of the audit committee and the chairman of the strategy committee of Meilleure Health International Industry Group Limited (formerly known as U-Home Group Holdings Limited, stock code: 2327), a company listed on the main board of the Stock Exchange, since October 2015. Dr. Mao has also served as an independent non-executive director as well as the chairman of the nomination and the remuneration committee of China Bohai Bank Co., Ltd. (a company listed on the main board of the Stock Exchange, stock code: 9668), from June 2016 to January 2025. Currently, Dr. Mao also serves as an independent non-executive director of Airstar Bank Limited and Gravitation Fintech HK Limited.
Dr. Mao has entered into a letter of appointment with the Company for a term of three years. Dr. Mao is entitled to a director's fee of RMB300,000 per annum, which was determined with reference to his duties, responsibilities and the results of the Group.
- For identification purpose only
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS FOR RE-ELECTION
Save as disclosed above, Dr. Mao has not held any other position in the Group and has not held any directorship in any other listed companies in Hong Kong or overseas in the last three years.
Save as disclosed above, Dr. Mao has no relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Dr. Mao does not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information which needs to be brought to the attention of the Shareholders or is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
- II-3 -
NOTICE OF THE AGM
中國通商
China Infrastructure & Logistics Group Ltd.
China Infrastructure & Logistics Group Ltd.
中國通商集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1719)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of China Infrastructure & Logistics Group Ltd. (the "Company") will be convened and held at Conference Room, 3/F, Administration Building, Wuhan International Container Company Limited, 8 Pingjiang Avenue, Yangluo Street, Xinzhou District, Wuhan, Hubei Province, China on Friday, 6 June 2025 at 10:30 a.m. for the following purposes:
Ordinary Resolutions
To consider and, if thought fit, to pass the following resolutions (with or without modifications) as ordinary resolutions of the Company:
- To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the "Directors") and the auditors of the Company for the year ended 31 December 2024;
- To re-elect Ms. Yu Ling as non-executive Director;
- To re-elect Mr. Fu Xinping as independent non-executive Director;
- To re-elect Dr. Mao Zhenhua as independent non-executive Director;
- To authorise the board of Directors of the Company (the "Board") to fix the Directors' remuneration;
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To re-appoint Crowe (HK) CPA Limited as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration;
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AGM-1 -
NOTICE OF THE AGM
- To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
"That:
(a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined) the power to allot, issue and deal with additional shares in the share capital of the Company (the "Shares") and/or to resell treasury shares of the Company (if permitted under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")), and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval of paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(i) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors together with the treasury shares of the Company resold pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the grant or exercise of any option under the share option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue of the Shares or rights to acquire the Shares; or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of the Shares upon the exercise of rights of subscription or conversion under the terms of any existing warrants of the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into the Shares, shall not exceed 20% of the total number of the issued Shares (excluding treasury shares) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purpose of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable law of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company (the "Shareholders") in general meeting revoking or varying the authority given to the Directors by this resolution.
- AGM-2 -
NOTICE OF THE AGM
"Rights Issue" means an offer of the Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of the Shares on the register on a fixed record date in proportion to their holdings of the Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).
- To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
"That:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) the power to buy back its shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;
(b) the total number of the Shares authorised to be bought back by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of the Shares in issue (excluding treasury shares) at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purpose of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable law of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
- AGM-3 -
NOTICE OF THE AGM
- To consider and, if thought fit, to pass the following resolution as ordinary resolution:
"That conditional upon resolutions numbered 7 and 8 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to resolution numbered 7 above be and is hereby extended by the addition thereto of an amount representing the total number of Shares bought back by the Company under the authority granted pursuant to resolution numbered 8 above, provided that such amount shall not exceed 10% of the total number of the Shares in issue (excluding treasury shares) at the date of the passing of the said resolution."
By order of the Board
China Infrastructure & Logistics Group Ltd.
Zhou Wei
Executive Director and Chairman
Hong Kong, 30 April 2025
Notes:
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Any member of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a member of the Company.
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Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such holders be present at the meeting, personally or by proxy, 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 thereto.
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A form of proxy for the AGM is enclosed herewith.
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In order to be valid, a form of proxy must be deposited by hand or by post at 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 authority, if any, under which it is signed or a notarial certified copy of such power or attorney, not less than 48 hours before the time appointed for holding the AGM.
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Shareholders or their proxies shall produce their identity documents when attending the AGM.
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Shareholders or proxies attending the AGM should state clearly, in respect of each resolution requiring a vote, whether they are voting for or against the resolution. Abstention votes will not be regarded by the Company as having voting rights for the purpose of vote counts.
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AGM-4 -
NOTICE OF THE AGM
- For the purposes of ascertaining shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from 3 June 2025 (Tuesday) to 6 June 2025 (Friday) (both dates inclusive), during which period no transfer of the Shares will be effected. In order to qualify for the entitlement to attend and vote at the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 2 June 2025 (Monday).
As at the date of this circular, the Board comprises Ms. Zhou Wei and Mr. Qiao Yun as executive Directors; Mr. Li Wei and Ms. Yu Ling as non-executive Directors; and Mr. Chau Kwok Keung, Mr. Fu Xinping and Dr. Mao Zhenhua as independent non-executive Directors.
- AGM-5 -