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China Lilang Limited — Proxy Solicitation & Information Statement 2026
Mar 23, 2026
49788_rns_2026-03-23_c89fe7bf-fad6-477a-bbaf-64fa5cd7c49a.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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in China Lilang Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
CHINA LILANG LIMITED
中國利郎有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1234)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
PROPOSED RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting to be held at 24th Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong at 10:30 a.m. on Thursday, 30 April 2026 is set out on pages 15 to 19 of this circular.
Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
24 March 2026
CONTENTS
Page
Definitions... 1
Letter from the Board
Introduction... 3
Grant of General Mandate, Repurchase Mandate and Extension Mandate... 4
Proposed re-election of Directors... 5
Actions to be taken... 5
Voting by Poll... 6
Recommendations... 6
General... 6
Miscellaneous... 6
Appendix I – Explanatory Statement on the Repurchase Mandate... 7
Appendix II – Details of the Directors proposed to be re-elected at the Annual General Meeting... 10
Notice of Annual General Meeting... 15
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be convened and held at 24th Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong at 10:30 a.m. on Thursday, 30 April 2026, the notice of which is set out on pages 15 to 19 of this circular, and any adjournment thereof
“Articles of Association” the articles of association of the Company, as amended from time to time
“Associates” has the same meaning as defined under the Listing Rules
“Board” the board of Directors
“Companies Act” the Companies Act, Cap 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands
“Company” China Lilang Limited, a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)” director(s) of the Company
“Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate
“General Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” 17 March 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein
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DEFINITIONS
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"PRC" the People's Republic of China
"Repurchase Mandate" a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting
"RMB" Renminbi, the lawful currency of the PRC
"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended and supplemented from time to time
"Share(s)" ordinary share(s) of HK$0.10 each in the share capital of the Company
"Shareholder(s)" holder(s) of Share(s)
"Share Option Scheme" a scheme conditionally approved and adopted by an ordinary resolution passed at the extraordinary general meeting on 23 April 2019, under which an employee, a director or any shareholder of any member of the Group or any holder of any securities issued by any member of the Group may be granted a right to subscribe for Shares under the discretion of the Board
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" The Hong Kong Code on Takeovers and Mergers
"%" per cent.
– 2 –
LETTER FROM THE BOARD
CHINA LILANG LIMITED
中國利郎有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1234)
Executive Directors:
Mr. Wang Liang Xing
Mr. Wang Cong Xing
Mr. Pan Rong Bin
Mr. Wang Jun Hong
Mr. Wang Zhi Yong
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Non-executive Directors:
Mr. Wang Dong Xing
Mr. Cai Rong Hua
Mr. Hu Cheng Chu
Head office and principal place
of business in Hong Kong:
Suite 3402, 34th Floor
Lippo Centre, Tower One
No. 89 Queensway
Hong Kong
Independent non-executive Directors:
Mr. Lai Shixian
Mr. Zhang Shengman
Prof. Liao Jianwen
Prof. Jiang Zhan
24 March 2026
To the Shareholders, and for information only,
the holders of options of the Company
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
PROPOSED RE-ELECTION OF DIRECTORS,
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, inter alia, (a) ordinary resolutions on the proposed grant of each of the General Mandate, the Repurchase Mandate and the Extension Mandate; and (b) ordinary resolutions relating to the proposed re-election of the Directors.
LETTER FROM THE BOARD
GRANT OF GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE
Pursuant to the ordinary resolutions passed at the annual general meeting of the Company on 29 April 2021, the Directors were granted (a) a general mandate to allot, issue and deal with the Shares; and (b) a general mandate to repurchase Shares on the Stock Exchange. These general mandates will expire at the conclusion of the Annual General Meeting. At the Annual General Meeting, the following resolutions, among other matters, will be proposed:
(a) to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution. Based on 1,197,484,919 Shares in issue as at the Latest Practicable Date and assuming no Shares will be issued or repurchased prior to the Annual General Meeting, the maximum number of Shares to be allotted and issued pursuant to the General Mandate will be 119,748,491;
(b) to grant the Repurchase Mandate to the Directors to enable them to repurchase the Shares on the Stock Exchange up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution; and
(c) to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.
Each of the General Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (b) the date by which the next annual general meeting is required by the Companies Act or the Articles of Association to be held; or (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
The Directors wish to state that they have no immediate plans to allot and issue any new Shares other than such Shares which may fall to be allotted and issued upon the exercise of any options which have been or may be granted under the Share Option Scheme.
Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.
LETTER FROM THE BOARD
PROPOSED RE-ELECTION OF DIRECTORS
According to Article 105(A) of the Articles of Association, not less than one-third of the Directors shall retire from office by rotation at each annual general meeting of the Company provided that every Director shall be subject to retirement by rotation at least once every three years. Any Director who retires under this article shall then be eligible for re-election as Director. Mr. Wang Dong Xing, Mr. Wang Jun Hong, Mr. Zhang Shengman and Prof. Liao Jianwen (the four Directors who have been longest in office since their last re-election) will retire as Directors and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.
When nominating an Independent Non-executive Director who has served the Company for more than nine years, the Board will propose shareholders' vote by way of a separate resolution on any decision to re-elect such Independent Non-executive Director and include in the circular and/or explanatory statement accompanying the notice of the relevant general meeting to shareholders the reasons why the Board still considers such Director as independent and shall be re-elected. None of Independent Non-executive Director of the Company who served for over nine years, will retire from office and being eligible for re-election at the forthcoming annual general meeting of the Company to be held on 30 April 2026. Mr. Lai Shixian who has served as Independent Non-executive Director of the Company for 13 years will remain in office.
Details of each of Mr. Wang Dong Xing, Mr. Wang Jun Hong, Mr. Zhang Shengman and Prof. Liao Jianwen is set out in Appendix II to this circular.
ACTIONS TO BE TAKEN
Set out on pages 15 to 19 of this circular is a notice convening the Annual General Meeting at which ordinary resolutions will be proposed to approve, among other matters, the following:
(a) the proposed grant of each of the General Mandate, Repurchase Mandate and Extension Mandate; and
(b) the proposed re-election of Directors.
A form of proxy for use at the Annual General Meeting is enclosed herewith. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
LETTER FROM THE BOARD
VOTING BY POLL
All the resolutions set out in the notice of the Annual General Meeting will be decided by poll in accordance with the Listing Rules. The chairman of the Annual General Meeting will explain the detailed procedures for conducting a poll at the commencement of the Annual General Meeting.
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 Share held which is fully paid or credited as fully paid.
After the conclusion of the Annual General Meeting, the polls results will be published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.lilanz.com.
RECOMMENDATIONS
The Board considers that the ordinary resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.
GENERAL
Your attention is drawn to the additional information set out in the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By order of the Board
China Lilang Limited
Wang Dong Xing
Chairman
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.
- LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
- SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 1,197,484,919 Shares in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no Shares will be issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 119,748,491 Shares, representing about 10% of the issued share capital of the Company on the date of passing of such resolution.
- REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
- FUNDING OF REPURCHASES
Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles of Association, the Companies Act, other applicable laws of the Cayman Islands and the Listing Rules. A listed company is prohibited from repurchasing its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under the Companies Act, repurchases by the Company may only be made out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Act, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Act, out of capital.
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APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
5. GENERAL
There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position as at 31 December 2025, being the date of its latest published audited consolidated financial statements, in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.
6. SHARE PRICES
The highest and lowest prices at which Shares were traded on the Stock Exchange during each of the previous twelve months up to and including the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| March | 4.34 | 3.67 |
| April | 3.80 | 3.32 |
| May | 3.77 | 3.57 |
| June | 3.79 | 3.54 |
| July | 3.88 | 3.69 |
| August | 3.88 | 3.65 |
| September | 3.84 | 3.43 |
| October | 3.64 | 3.30 |
| November | 3.46 | 3.27 |
| December | 3.47 | 3.34 |
| 2026 | | |
| January | 3.48 | 3.30 |
| February | 3.41 | 3.28 |
| March (up to and including the Latest Practicable Date) | 3.80 | 3.23 |
7. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws and regulations of Cayman Islands and in accordance with the regulations set out in the memorandum of association of the Company and the Articles of Association.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
8. CONNECTED PERSON
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
No connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If on exercise of the powers of re repurchase 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. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) 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 of the knowledge and belief of the Company, Xiao Sheng International Limited held 703,761,000 shares representing 58.77% of the issued share capital of the Company. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of Xiao Sheng International Limited in the Company would be increased to approximately 65.30% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
Save as aforesaid, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.
The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.
10. SHARE PURCHASES MADE BY THE COMPANY
The Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following sets out the respective details of the Directors, the office of whom will end at the Annual General Meeting and who, being eligible, will offer themselves for re-election:
Mr. Wang Dong Xing (王冬星先生), aged 65, is the chairman and a non-executive Director of the Company. He was appointed as an executive Director on 13 June 2008 and re-designated as a non-executive Director on 11 December 2023. Mr. Wang has been with the Group since its establishment in April 1995 and is one of the founders of the Group. He is responsible for the Group's overall business development, strategic planning and corporate management. He is also responsible for formulating operation direction, devising annual plan and financial budget and making recommendations on significant investments of the Group to the Board for approval. He completed a diploma programme for chief executive officers of enterprises (企業總裁高級研修班) from the Economics College of Peking University (北京大學經濟學院), an EMBA programme organised by Lingnan College, Sun Yat-sen University (中山大學嶺南學院), a China CEO Programme (中國企業CEO課程) organized by Cheung Kong Graduate School of Business (長江商學院) and a CEO to Lead the Future Programme (引領未來CEO課程) organized by the Shanghai Advanced Institute of Finance at Shanghai Jiao Tong University (上海交通大學上海高級金融學院). Mr. Wang has over 30 years of manufacturing and management experience in the menswear industry in the PRC.
Mr. Wang is the standing vice chairman of the Jinjiang City Sewing and Apparel Association (晉江市紡織服裝協會). He is also vice chairman of the Jinjiang Committee of China Democratic National Construction Association (民主建國會晉江委員會), standing committee member of the Jinjiang Chamber of Commerce (晉江市工商聯(總商會)) and chairman of the Quanzhou APEC Business Travel Card Association (泉州市APEC (亞太經合組織) 商務旅行卡協會). He was also accredited as the "16th session of Excellent Entrepreneur of Fujian Province 2015" (2015第十六屆福建省優秀企業家) and "Excellent Entrepreneur of Lhasa Economic and Technological Development Zone 2020" (2020年拉薩經濟技術開發區優秀企業家).
In the three years preceding the Latest Practicable Date, Mr. Wang did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas.
Mr. Wang has entered into a service agreement with the Company for an initial fixed term of two years commencing from 11 December 2023 renewable automatically for successive terms of one year each upon expiry of the then current term of appointment until terminated by either party giving not less than six months' written notice to the other expiring at the end of the initial term of his appointment or any time thereafter. He is subject to the rotational retirement and re-election requirements at the annual general meetings of the Company pursuant to the Articles of Association. As at the Latest Practicable Date, he was entitled to an annual remuneration of RMB1,040,000 subject to an annual increment at the discretion of the Directors of not more than 8% of his annual salary immediately prior to such increase. He is also entitled to a guaranteed year-end bonus for a fixed sum equivalent to his salary for one month provided that, if he does not complete a full 12-month period of the term of the service contract at the time of payment of such bonus, he shall be entitled to a ratable proportion (apportioned on a time basis) of such bonus which he would have received if he had completed a whole 12-month period of the term of his service contract. In addition, he is entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company shall not exceed 5% of the audited consolidated or combined net profits attributable to the shareholders of the Company (after taxation and minority interests and payment of such bonuses but before extraordinary or exceptional items) in respect of that financial year of the Company. The emolument of Mr. Wang is determined by the Board with reference to his duties, responsibilities, job complexity, prevailing market rates, performance and the results of the Group.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
As at the Latest Practicable Date, Mr. Wang was interested in 24,398,000 Shares in the Company. He was also the founder of a discretionary trust who can influence how the trustee exercises his discretion and the trust was interested in 2,550 shares in Xiao Sheng International Limited, an associated corporation (within the meaning of Part XV of the SFO) of the Company. Save as disclosed above, Mr. Wang did not have any interest in the Shares, underlying Shares or debenture of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. Mr. Wang is the elder brother of Mr. Wang Liang Xing and Mr. Wang Cong Xing. He is the father of Mr. Wang Jun Hang and the uncle of Mr. Wang Zhi Yong. Mr. Wang Liang Xing, Mr. Wang Cong Xing, Mr. Wang Jun Hong and Mr. Wang Zhi Yong are also executive Directors of the Company. He is the brother-in-law of Mr. Chen Wei Jin, a member of the senior management of the Company. He is also one of the ultimate beneficial owners of Xiao Sheng International Limited and Ming Lang Investments Limited, the controlling shareholders (as defined in the Listing Rules) of the Company. Save as disclosed above, Mr. Wang was not related to any other Directors, senior management, substantial or controlling shareholders of the Company.
There is no other information which is discloseable nor is/was Mr. Wang involved in any other matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules.
There are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders.
Mr. Wang Jun Hong (王俊宏先生), aged 39, is an executive Director of the Company. He was appointed as an executive Director on 5 February 2024. Mr. Wang has over 14 years of experience in fashion and design. Since April 2012, Mr. Wang has served various positions within the Group. Mr. Wang is currently serving as the general manager of Lilang (China) Co., Ltd ("Lilang China"), where he is responsible for brand management and product development, as well as vice president of the design department of Lilang (Hong Kong) International Co., Ltd. Mr. Wang obtained a bachelor's degree in fashion design from the China Academy of Art (中國美術學院) in July 2008 and a master's degree in brand management from Instituto Marangoni in June 2009. He was named as one of the "Outstanding Young Talents of Contemporary China" by ADMEN International Award and the International Brand Association in 2020.
In the three years preceding the Latest Practicable Date, Mr. Wang did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas.
Mr. Wang has entered into a service contract with the Company, pursuant to which he has agreed to act as executive Director for an initial fixed term of three years with effect from 5 February 2024, which shall be renewable automatically for successive terms of one year until terminated by either party by giving not less than six months' written notice. Mr. Wang shall be subject to retirement from office and re-election at the first annual general meeting of the Company after his appointment, and subsequent retirement from office and re-election at the annual general meetings of the Company and vacation of office in accordance with the articles of association of the Company (the "Articles"). Pursuant to the service contract entered into between the Company and Mr. Wang, Mr. Wang is entitled to a basic salary of RMB800,000 per annum for his appointment as an executive Director and his services to other members of the Group, which is subject to annual review by the Board. Mr. Wang is also entitled to a discretionary management bonus in such sum as the Board may in its absolute discretion determine in accordance with the terms of his service contract. The remuneration of Mr. Wang is determined with reference to his qualifications, experience, duties and responsibilities as well as the prevailing market conditions.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
As at the Latest Practicable Date, Mr. Wang was (i) the beneficial owner of 522,000 shares of the Company (the “Share(s)”; and (ii) interested in 350,000 underlying shares of the Company granted to him by the Company under its share option scheme. Save as disclosed above, Mr. Wang did not have any interest in the Shares, underlying Shares or debenture of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. Mr. Wang is the son of Mr. Wang Dong Xing, a non-executive Director and the chairman of the Board, nephew of Mr. Wang Liang Xing and Mr. Wang Cong Xing, and cousin of Mr. Wang Zhi Yong. Mr. Wang Liang Xing, Mr. Wang Cong Xing and Mr. Wang Zhi Yong are executive Directors. Save as disclosed above, Mr. Wang was not related to any other Directors, senior management, substantial or controlling shareholders of the Company.
There is no other information which is discloseable nor is/was Mr. Wang involved in any other matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules.
There are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders.
Mr. Zhang Shengman (章晟曼先生), aged 68, has over 30 years of experience in corporate and financial matters. From May 1981 to October 1992, Mr. Zhang served various positions in the Ministry of Finance of the People's Republic of China, with his last position as the Deputy Director. In November 1992, Mr. Zhang joined the World Bank Group as the country representative for China. From November 1992 to October 2005, Mr. Zhang took up various roles in the World Bank Group, with his last position as the Managing Director in charge of world-wide operations and the chairman of several committees. Subsequently, Mr. Zhang joined Citigroup Inc. (“Citigroup”), a company listed on the New York Stock Exchange (Stock Code: C), in February 2006 as the chairman of the Global Public Sector Group. From February 2006 to May 2016, Mr. Zhang has taken up various roles in Citigroup with his last position as the Chairman of Citigroup’s Asia Pacific Region. Mr. Zhang is currently and has been a director of several companies listed on the Stock Exchange, including a non-executive director of Seazen Group Limited (stock code: 1030) since 21 March 2018, and an independent non-executive director of Fosun International Limited (stock code: 656) since 1 December 2006 and Green Economy Development Limited (stock code: 1315) since 28 February 2023. Mr. Zhang obtained a bachelor’s degree in English literature from Fudan University in 1978 and a master’s degree in public administration from University of the District of Columbia in 1986. Mr. Zhang completed the Harvard Advanced Management Program from Harvard University in June 1997. Save as disclosed above, in the three years preceding Latest Practicable Date, Mr. Zhang did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas. Mr. Zhang has entered into an appointment letter with the Company for an initial term of two years commencing from 17 March 2023, renewable automatically for successive terms of two years each upon expiry of the then current term of appointment until terminated by either party giving not less than three months’ written notice to the other expiring at the end of the initial term of his appointment or any time thereafter. He is subject to the rotational retirement and re-election requirements at the annual general meetings of the Company pursuant to the Articles of Association of the Company. Pursuant to the letter of appointment, Mr. Zhang is entitled to an annual director’s fee of HK$360,000, which is determined by the Board with reference to his duties and responsibilities.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Prof. Liao Jianwen (廖建文教授), aged 58, has extensive research and practical experience in strategic innovation management across both academia and industries. Currently, Prof. Liao holds positions of Executive Fellow of Harvard Business School and Senior Advisor to the chairman of JD.com, Inc. (NASDAQ: JD; and HKEx: 9618 (HKD counter) and 89618 (RMB counter)). Since 2012, Prof. Liao served as the Associate Dean of Cheung Kong Graduate School of Business until March 2017. From April 2017 to July 2021, Prof. Liao was the chief Strategy officer of Beijing Jingdong Century Trade Co., Ltd. He has also been an independent director of Origin Asset Management Co., Ltd. Since February 2022. Prof. Liao has also served, or is serving, on the boards of the below listed companies: (1) director of Farfetch Limited (a company whose shares are listed on the New York Stock Exchange, stock code: FTCH) since February 2019; (2) independent director of Zhewen Interactive Group Co., Ltd. (a company whose shares are listed on the main board of the Shanghai Stock Exchange, stock code: 600986) since November 2020; (3) independent director of Juewei Food Co., Ltd. (a company whose shares are listed on the main board of the Shanghai Stock Exchange, stock code: 603517) from December 2021 to December 2024; and (4) independent non-executive director of Bairong Inc. (a company whose shares are listed on the main board of the Stock Exchange, stock code: 06608) from 20 October 2023 to 20 November 2023 and re-designated to non-executive director since 20 November 2023. Prof. Liao obtained a master's degree in economics from Renmin University of China in February 1991, and a Ph.D. in Business Administration from Southern Illinois University in August 1996.
Save as disclosed above, in the three years preceding the Latest Practicable Date, Prof. Liao did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas.
Pursuant to the letter of appointment issued by the Company to Prof. Liao, his initial term of office shall be two years commencing from 5 February 2024 renewable automatically for successive term of two years until terminated by not less than three months' notice in writing. Prof. Liao shall be subject to retirement from office and re-election at the first annual general meeting of the Company after his appointment, and subsequent retirement from office and re-election at the annual general meetings of the Company and vacation of office in accordance with the Articles. Prof. Liao is entitled to an annual director's fee of HK$360,000, subject to such adjustment as the Board may determine from time to time, which was determined by the Board with reference to his duties and responsibilities.
As at the Latest Practicable Date, Prof. Liao (i) has not held any other positions with the Company or other members of the Group; (ii) has not, save as disclosed, held any other directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any relationship with any other Directors, senior management, substantial or controlling Shareholders (having the meaning ascribed to it under the Listing Rules); and (iv) is not interested in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
There is no other information which is discloseable nor is/was Prof. Liao involved in any other matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules.
There are no other matters concerning his appointment that need to be brought to the attention of the Shareholders.
The Company received from Prof. Liao a confirmation of independence in accordance with Rule 3.13 of the Listing Rules and considers Prof. Liao to be independent.
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NOTICE OF ANNUAL GENERAL MEETING
CHINA LILANG LIMITED
中國利郎有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1234)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of China Lilang Limited (the "Company") will be held at 24th Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Thursday, 30 April 2026 at 10:30 a.m. to consider, if thought fit, transact the following ordinary businesses:
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to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and auditor (the "Auditor") of the Company for the year ended 31 December 2025.
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to declare a final dividend of HK13 cents per ordinary share and a special final dividend of HK3 cents per ordinary share for the year ended 31 December 2025.
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to consider the re-election of the following retiring Directors, each as separate resolution:
(a) Mr. Wang Dong Xing
(b) Mr. Wang Jun Hong
(c) Mr. Zhang Shengman
(d) Prof. Liao Jianwen
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to authorise the board (the "Board") of Directors to fix the Directors' remuneration.
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to consider the re-appointment of KPMG as the Auditor for the year ending 31 December 2026 and to authorise the Board to fix their remuneration.
and, as additional ordinary businesses, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications):
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NOTICE OF ANNUAL GENERAL MEETING
6. "THAT:
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the directors (the "Directors") of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares (the "Shares") of HK$0.10 each in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of the share capital of the Company, which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined in paragraph (d) below);
(ii) the exercise of options granted under the Share Option Scheme or similar arrangement adopted by the Company from time to time;
(iii) any scrip dividend or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (the "Articles of Association") of the Company and other relevant regulations in force from time to time; or
(iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;
shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purpose of this resolution:
“Relevant Period” means the period from the date of 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 or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means an offer of 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 the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
- “THAT:
(a) subject to paragraph (b) below, the exercise by the directors (the “Directors”) of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase the shares (the “Shares”) of HK$0.10 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “SFC”) and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(c) for the purpose of this resolution, “Relevant Period” means the period from the date of 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 or any other applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
- “THAT conditional upon resolutions numbered 6 and 7 above being passed, the unconditional general mandate granted to the directors (the “Directors”) of the Company to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 6 above be and it is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 7 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution, which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to or in accordance with such general mandate.”
By order of the Board
China Lilang Limited
Wang Dong Xing
Chairman
Hong Kong, 24 March 2026
Head office and principal place of
business in Hong Kong:
Suite 3402, 34th Floor
Lippo Centre, Tower One
No. 89 Queensway
Hong Kong
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he/she is the holder of two or more shares (the “Shares”) of the Company, more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.
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In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, whether in person or by proxy, then 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.
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In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong share registrar (the “Hong Kong Share Registrar”) of the Company, 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 notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the meeting or any adjournment thereof.
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The register of members of the Company will be closed from Monday, 27 April 2026 to Thursday, 30 April 2026 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the above meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by no later than 4:30 p.m. on Friday, 24 April 2026.
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Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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In relation to proposed resolution numbered 2 above, the proposed final dividend and special final dividend will be payable on or about 22 May 2026 to the Shareholders whose names appear on the register of members of the Company on 12 May 2026. The register of members will be closed from Friday, 8 May 2026 to Tuesday, 12 May 2026 (both days inclusive) for the purpose of determining Shareholders who qualify for the proposed final dividend and special final dividend. In order to qualify for the proposed final dividend and special final dividend, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by no later than 4:30 p.m. on Thursday, 7 May 2026.
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In relation to resolution numbered 6 above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be allotted and issued upon the exercise of any options which have been or may be granted under the share option scheme of the Company, or any scrip dividend scheme which may be approved by the Shareholders.
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In relation to resolution numbered 7 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase Shares in circumstances which they deem appropriate for the benefit of the Shareholders.
As at the date of this notice, the executive Directors are Mr. Wang Liang Xing, Mr. Wang Cong Xing, Mr. Pan Rong Bin, Mr. Wang Jun Hong and Mr. Wang Zhi Yong; the non-executive directors are Mr. Wang Dong Xing, Mr. Cai Rong Hua and Mr. Hu Cheng Chu, and the independent non-executive Directors are Mr. Lai Shixian, Mr. Zhang Shengman, Prof. Liao Jianwen and Prof. Jiang Zhan.
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